1. Authorization.
The named client is engaging Celt Media, as an independent contractor for:
a) the specific web design project of developing and/or improving a web site, hereinafter referred to as "Web Design Project"
b) physical and electronic hosting of said website hereinafter refer to as "Hosting Service"
c) ongoing monthly maintenance of said website, hereinafter refer to as "Maintenance Service"
2. Acceptable Use.
An acceptable use policy is part of these terms and conditions of hosting any information associated with supplied services. This is necessary for the mutual protection of all customers and to prevent abusive electronic mail and web site practices that can interrupt services to said customers. The exhibit with the description of the acceptable use policy is posted on our website and the exhibit is part of these terms and conditions.
3. Copyright and Trademarks.
The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to, and used by, Celt Media for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Celt Media and its subcontractors from any claim or suit arising from the use of elements furnished by, or used for, the client.
4. Completion Date.
Celt Media and the client must work together to complete the web design project in a timely manner. We agree to work expeditiously to complete the web design project no later than the timeframe specified in the client’s Proposal; after the client has the submitted the designated proportion all necessary materials, as specified in the clients “Collateral Worksheet”. If the client does not supply Celt Media with complete text and graphic content for this web design project within 60 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the client still has not submitted all the required contents within 90 days after signing this agreement, an additional continuation fee of 10% of the total agreement price will be assessed for each month until the web design project is published or the client cancels the web design project in writing.
5. Project Delivery.
The Website Design Project delivery shall be completed upon final revisions that are within the scope of the Web Design Project as defined in the client’s proposal. Final Project delivery shall be known hereinafter as the “Go Live Date”. If not already tended the final Web Design Contract fees shall now become due and the Project move into its ongoing Maintenance Phase. Receipt of the payment associated with delivery. Delivery may be accomplished by publishing, electronic transfer, or physical media.
7. Electronic Commerce Laws.
The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Celt Media and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.
8. Web Design Project Copyright.
Original web site content specifically requested by the customer and designed under work for hire shall be the intellectual property of the customer once final payment under this agreement and any additional charges incurred have been paid. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners.
Use of copyright material, including but not limited to stock photography, open source software, etc, will be provided within the scope of the respective copyright for such works, for use upon the clients website. Transfer of copyright of such works is not included to other client projects or derivative client projects.
Celt Media and its subsidiaries retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
9. Website Maintenance.
This agreement allows for web site maintenance to your website over a month-to-month period, as specified in the client’s proposal. Including:-
- updating lines and making textural changes
- updating pictures and graphics
- creation of new pages
- page reconstruction
- navigation structure changes
- minor and medium script revisions
Additional functionality, such as mail lists, new applications, new scripting, will be priced when requested. Averaging of hours used is performed over a quarter. If a client consistently exceeds their monthly maintenance contract hours, a new contract figure for monthly maintenance contract hours will be tended. A client will never be billed for additional work, unless agreed upon prior to work commencement. The monthly Maintenance Service begins on the date the client’s Web Design Project is launched, hereinafter known as the “Go Live Date”. First month maintenance fees are pro rated to that month.
10. Payments.
Payments must be made promptly based on the agreed schedule. A 25% deposit is due at Contract Signing. The remainder of the contract payment, if not already due under Section 4, shall now become due. All terms are Net 21 days. Payment may be made by check or using Celt Media's automatic monthly credit card billing system. If a client becomes past due 30 days, more than twice, within a twelve month period, it shall be become mandatory for said client to move to Celt Media's monthly credit card billing system.
Celt Media reserves the right to remove any web design project from viewing on the Internet that is greater than 90 days past due. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by an authorized representative of Celt Media. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this agreement was entered into in Lancaster County, PA, and any dispute will be litigated or arbitrated in Lancaster County, PA. Please pay on time. All payments will be made in $US.
11. Legal Notice.
Celt Media will make every effort to ensure the stability and minimize errors on the client’s website project. However Celt Media does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The final and entire risk as to the quality and performance of the web design project is ultimately with the client. In no event will Celt Media be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, you or your site visitor's computer or Internet software, even if Celt Media has been advised of the possibility of such damages.
12. More Legal Stuff.
This agreement constitutes the sole agreement between Celt Media and the client regarding this web design project. Any additional work not specified in this contract must be authorized by a written request. All prices specified in this contract will be honored for 3 months from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
This agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
This agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Pennsylvania and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in Lancaster County, Pennsylvania and you irrevocably consent to the jurisdiction of such courts.
13 Notices.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or facsimile. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender.