Terms Of Agreement

This Web Developer Agreement (hereinafter referred to as the "Agreement") is entered into between The Client (hereinafter referred to as "The Client") and Division1 Media Corp, (hereinafter referred to as "The Developer"), for services concerning the development of a website, web application, software, or mobile application for the Client's business.

1. Project.

You are engaging The Developer, as an independent contractor to design and create an Internet World Wide website or application as specified in the signed contract.

2. Fee.

You agree to pay us the full amount, as the total cost for the design and creation of the Project. For any additional coding, design or basic graphics work not included in the Project as it is proposed, we will bill you at our base rate of $89.99 per hour (or $99.99 per hour for certain advanced tasks like script programming, database integration and customized graphics).

3. Payment Terms.

All payment terms are outlined in detail in your contract and is due on the due date, specified in the contract. We will bill any additional hourly rate and project expenses, at the end of each month for services rendered within that month. Expenses may include, but are not limited to, telephone, travel, design and graphic services, programming services, software, and shipping costs. You agree to make all payments in Canadian funds. You agree that we may stop working on the Project or remove web pages from viewing on the Internet if you don't pay us as we've agreed. If an amount remains delinquent, interest based on 24% per annum will be charged per month on all past due amounts. In case collection proves necessary, you agree to pay all of our legal costs on a solicitor-client basis.

4. Cancellation Policy.

If you wish to halt work and cancel the Project, any work completed will be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to you. If, at the time of cancellation, work has been completed beyond the amount covered by the initial payment, you agree to pay for all work completed at the hourly rate. When you have paid for all work done prior to cancellation, we will return all of your original materials, and whatever work we have completed to you.

5. Completion Date.

We must work together to complete the Project in a timely fashion. We agree to use of best efforts to complete the Project on or before the scheduled day (according to the signed-off timeline) subject to unforeseen delays, changes, or other variables.

6. Authorization.

The project requires developing or improving a World Wide website to be installed on your web space on an Internet Service Provider (ISP)'s computer. You authorize us to access your ISP account, and authorize the ISP to provide us with "read/write permission" for your web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for the Project. You also authorize us to publicize your completed website to web search engines, as well as other web directories and indexes, if this is included in the scope of the Project. You understand that any ISP services or website hosting services require a separate contract with the ISP of your choice. You agree to select an ISP that allows us full access to the website and a cgi-bin directory via FTP and telnet.

7. Copyrights and Trademarks.

You as the client, guarantee, and are responsible for, any elements of text, graphics, designs, trademarks, or other artwork furnished by you for inclusion in the Product are owned by you, or that you have permission from the owner to use each of the elements provided, and will hold harmless, protect, and defend The Developer and its officers, directors, employees, contractors and subcontractors from any claim or suit arising from the use of elements furnished by you. Copyright to the finished assembled work of web pages produced by us is owned by The Developer. When you complete final payment of this contract, you are automatically assigned rights to use the Website and the design, graphics, and text contained in the finished assembled site. Rights of ownership of photos, source code, work-up files, and computer programs remain the property of their respective owners and are not transferrable. However, you have access and rights to modify software created by us for your own use.

8. Images.

During the design process it is not uncommon for The Developer to use stock photography, therefore photos and artwork used may be used in future projects with other customers.

9. Assignment of Project.

We may assign subcontractors to this project to ensure that we provide the expertise needed for the Project.

10. Originals.

In the event that the client should deliver any original artwork or material of any kind to The Developer, The Developer shall not be held responsible in any way for said item.

11. Liability.

The Developer is not liable for any content including (but not limited to) links, pictures, PDFs, or events that are displayed on the website. The Developer is not liable for any loss caused or attributed by ISP, hosting company, or any other third party company that provides services to a client in connection to the website. Developer will not be liable for any damages made to the website or to data within or beyond the control of The Developer, including but not limited to, virus damages, improper using of the website modifications tools, and loss of data. In no event will the Developer be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by the client arising as a result of, or related to, the Development Services, whether in the contract, tort or otherwise, even if the Client has been advised of the possibility of such loss or damages. Client further agrees that the total liability of the Developer for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of the Developer whether in the contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by the Client to the Developer for the Development Services during the six (6) month period preceding the date the claim arises. The Client will indemnify and hold Developer harmless against any claims by third parties, including all costs, expenses and attorney's fees incurred by Developer therein, arising out of or in conjunction with Client's performance under or breach of this agreement. Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to the Developer for implementation to the website. The Client will indemnify and hold Developer harmless against any claims for infringement of intellectual property, including but not limited to infringement of any copyright, trademark, patent or trade secret made against the Developer by any third party with respect to the content provided and any client approvals of modifications of this content.

12. Entire Agreement

This Agreement contains the entire agreement of the parties in respect of the subject matter of this Agreement and no addition, deletion, variation or amendment of this Agreement is valid or effective unless it is in writing and expressly states an intention to add to, delete from, vary or amend this Agreement, and it is signed by all parties to this Agreement. As such any verbal agreement made between parties concerning, addition, variation or amendment of this Agreement, either prior to or after creation of the Agreement, is not valid or effective unless it is written into the Agreement with the expressed permission of all parties.

13. Third party services liability.

The Client understands and realizes that this contract provides web developing services. The following services (if required) are available by Client's request and will be purchased from companies of client's choice. The Developer may provide assistance but won't take any responsibility for failures in services provided by companies of clients choice including, but not limited to:

  • Web Hosting Server
  • SSL Certificates
  • Payments Gateways (Such as PayPal, Internet Secure etc.)

14. Confidentiality.

We know that the source material, technical, and marketing plans or other sensitive business information you may provide us is confidential and we will not disclose it to anyone without your approval.

15. Disclaimer.

We will do our best to ensure that the site we create is free of errors, but we do not warrant that the functions supplied by web pages, consultation, advice, or that the operation of the website will be uninterrupted or error-free. In no event will we be liable to you or any one else for any damages, including but not limited to lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate your website, even if we have been advised of the possibility of such damages.

16. Timelines.

The timeline for the Project Development is outlined in the signed contract.

Project Limits and Definitions

Launch Of Development
Development of the project starts with the approval date.
Initial Ideas To Be Provided by Client
Initial design ideas to be provided by client. Client has the option to allow Division 1 Media Corp to design with full freedom.
Interface Delivery
After interface design is completed it will be provided to the client for review and feedback.
Client Feedback / Design Modifications
Client has the option to provide feedback and request tweaking of the interface.
Approval Stage Definition
After client approval any additional changes are considered out of scope of the development.
Content To Be Delivered In 2 Weeks From The Date Of Contract Signing
Any content delivered after the timeline will be considered out of scope. The timeline can be extended by one week at clients request.
If No Content Is Provided By Deadline
The programming will be continued and completed. (Empty pages can be provided as per the default sitemap along with access info so the clients can populate content themselves).
Definition Of "Launch Ready Website"
Website is Launch Ready when all design, programming and content (supplied before Content Submission Timeline) integration are completed.
Remaining Balance Is Due When Website Is Launch Ready
Client understands that the remaining balance is due whether the website goes live or not by the client's request. If some pages are empty, the client can deactivate them for the time being but the remaining balance due date cannot be changed.
Development Delays
Due to the fact that website development is a creative process and requires beta testing or additional resources for the development, Division 1 Media Corp reserves the right to spend more time on the development (the total price will not change unless additional development is out of scope). The remaining balance payment date will be postponed accordingly.