AUTHORISATION

The above-­‐named Client is engaging the Company, as an independent contractor for the specific purpose of building a web site. The Client hereby authorizes the Company to access the above FTP account, and authorizes the web hosting service to provide the Company with “write permission” for the Client’s web page directory, cgi-­‐bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes the Company to publicize their completed web site to Web search engines, as well as other Web directories and indexes.

STANDARD WEBSITE PACKAGE ELEMENTS

The Company includes the following elements in their Standard Website Packages:

• Custom Graphics Package; Masthead graphic on first page (simple custom graphic incorporating company logo supplied by the Client). Top-­‐of-­‐page graphic for all other pages in your website. Colorful lines and bullets, and colored and textured
• Text; Copy for web site for both English and Arabic version must be supplied by the Client in a .doc format via CD, DVD, flash memory or email attachment. Otherwise, if not supplied in digital format, there will be an additional charge for typesetting. Webpages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.
• Photos; Photos and other miscellaneous graphic images must be supplied by Client – If the client supplies the Company with copyright protected images or content from other companies, the client is responsible and the Company will not be held accountable for any problems that may arise from this. If more images are required, an additional fees will be added as all graphic will be copyright protected.
• Scanning; this agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will accommodate the needs of most Clients. Please note: If you anticipate needing extensive scanning service, or need large format images scanned, please contact the Company for pricing and / or discounts on volume
• Installation; Finished site will be uploaded to Client’s hosting
• E-­‐mailresponse link on each web page to any e-­‐mail address the Client designates.
• Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by all of Mozilla Firefox, Microsoft Internet Explorer, Google Chrome and Compatibility is defined herein as all critical elements of each page being viewable in all browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-­‐ Client is also aware that as new browser versions of Internet Explorer, Firefox, Google Chrome and Safari are developed, the new browser versions may not be compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
• CGI / This contract contemplates one basic form embedded on the Clients web site with the data captured in each form delivered to the Client at the Client’s specified e-­‐mail address. (Basic CGI program that includes up to 20 fields). If a specific script beyond this capability is requested by the Client and it must be purchased or created by the ”Company” at the Client’s request, the charge for the script, if any, will be billed back to the Client.
• E-mail/phone consultation; Up to 4 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use their own webpage Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.
• If all text, graphics and other contents necessary to complete the work are not received by the Company within 45 days from the date of contract the balance of payment may become due and payable upon
• The website includes up to 15 Webpages for …………………… Client name and up to 15 pages for the client named. In case the client desires additional standard Webpages beyond the original number of pages specified above, the client agrees to pay the Company any additional charges based on hourly rate mentioned on this Where custom graphic work (beyond the scope of the “Custom Graphics Package” detailed above) is requested, it will be billed at the hourly rate specified below.

AVAILABLE SERVICES

This agreement includes all the above mentioned services plus:

• PageRedirection / Plug-in Technology; JavaScript programming page redirection based on the presence or absence of a viewer’s browser, plug-­‐in, screen resolution and Note however, that if additional pages are necessary to accommodate specific browsers, plug-­‐in technology, screen resolutions, or platforms additional charges may apply.
• Graphic Creation / Banner Advertisements; this custom package contemplates that the “Company” will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web This includes use of Corporate Identity (logo), ancillary Images, animated graphics, and photography and banner advertisements.
• Online Video; This custom package contemplates using online video platforms like YouTube and Vimeo on the Client’s site.

ADDITIONAL EXPENSES

Client agrees to reimburse the Company for any critical Client requested expenses necessary for the Completion of the project. Examples would be:

• Purchase of specific fonts at the Client’s request,
• Purchase of specific photography at the Client’s
• Purchase of specific software at the Client’s

The client also agrees to pay the annual Web Hosting fees for hosting services.

CLIENT AMENDS / CHANGES TO THE WEBSITE

The Company prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Company’s business. To that end, we encourage input from the Client during the design process

The Company understands, however, that Clients may request significant design changes to pages that have already built to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum. If significant page modification is requested after a page has been built to the Author’s specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client include:

• Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
• Recreating or significantly modifying the company logo graphic at the Client’s
• Replacing more than 75% of the text to any given page at the Client’s
• Creating a new navigation structure or changing the link graphics at the Author’s
• Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount

Calculation if an e-­‐commerce enabled site has been selected by the Client.
If significant page modification is requested by the Client after the page maximum has been reached a Change Request with estimated costs will be submitted for Client approval prior to changes being done.
Moderate changes, however, will always be covered during our development of the site.

THIRD PARTY OR CLIENT PAGE MODIFICATION

The Client shall not allow the services or assistance of a Third Party to work with the project without the written permission and knowledge of the Company undersigned. Additional charges shall be applied accordingly as indemnity.
Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, the Company is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate of £ 50. [1 hour minimum charge].
Our service may contain links to third-party web sites or services that are not owned or controlled by ​Microvera. Microvera has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that ​Microvera shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

WEB HOSTING

The Client agrees to select a web hosting service that allows the Company full access to the web site and a cgi-­‐bin directory via FTP. The Client further understands that if the web hosting service’s operating system is not a UNIX system, standard CGI software may not work, and providing a substitute may incur additional charges.

SEARCH ENGINE REGISTRATION

The Company will optimize the Clients web site with appropriate titles, keywords, descriptions and text, alt tags for images and thereafter submit the Client’s web site to each of the major search engines and directories. The Company does not guarantee listings on search engines as they alone determine who they will list and who they will not. The Company also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed in Appendix B.
The Company encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.

WORK SCHEDULE AND COMPLETION DATE

The Company to submit a First Mock-­‐up Draft of web site no later than twenty (20) days after the Company receives signed agreement, along with down payment and initial direction from the Client. Client to provide the Company with all the data needed to complete web site, including text, company logo, and photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-­‐mail or by signing a printed copy of the design and sending it to the Company. Once this acceptance is received from the Client, the work necessary to complete the project will continue.

It is set that the project will be accomplished in 6 weeks after receiving the entire content of theWebsite along with the acceptance of the first Mock-­‐up Draft from the Client.

Upon completion of the web site, an e-­‐mail or letter and invoice will be sent to the Client informing the Client that the work has been completed. Client will supply written approval by printing, initialing and sending back each page in web site.

COPYRIGHTS AND TRADEMARKS

The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in web pages 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 the Company and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

ASSIGNMENT OF PROJECT

The Company reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-­‐time completion. The Company warrants all work completed by subcontractors for this project. When subcontracting is required, the Company will only use industry recognized professionals.

AGE

Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract on behalf of the Client.

WARRANTIES AND LIABILITY

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Company. Abusive and unethical materials and uses include, but are not limited to violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.

The Company will perform the said services in a professional and competent manner. However, Client will not determine or exercise control as to general procedures, formats or sub-­‐contracting necessary to have these services meet Client’s satisfaction.

Client hereby agrees to indemnify and hold harmless the Company from any claim resulting from the Client’s publication of material or use of those materials.

It is also understood that the Company will not publish information over the Internet, which may be used by another party to harm another.

The Company does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-­‐free. The Company is not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond the Company’s control.

INDEMNIFICATION

Client agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Company’s development of the Client’s web site. This includes Liabilities asserted against the Company, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the Company against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation, which is detrimental to another person, organization, or business.

RIGHTS UPON TERMINATION OF AGREEMENT

The Company shall transfer, assign and make available to Client all property and materials in Company’s possession or subject to Company’s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement.

If the client request a refund, no portion of this initial payment will be refunded.

RUSH/AGGRAVATION FEE

A 50% addition of the total project cost shall be charged to the Client for rush jobs. Rush jobs are determined if a project is at least 1 week ahead of the development deadline or if the client has expressly agreed for the project to be finished ahead of the scheduled deadline.

NOTICES

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognised overnight delivery services.

LAWS AFFECTING ELECTRONIC COMMERCE

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

OWNERSHIP TO WEB PAGES AND GRAPHICS

Client agrees that copyrights to the Company’s work product produced in the performance of this Agreement shall remain the exclusive property of the Company, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without the Company’s prior written consent. Any rights granted to Client under this Agreement shall not affect the Company’s exclusive ownership of the work copyright.

Rights to photos, graphics, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. The Company and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.

LITIGATION

Any disputes arising from this contract will be litigated or arbitrated in the High Court. This agreement shall be governed and construed in accordance with the laws of England and Wales. Undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modification thereto must be in writing and signed by both parties.

PAYMENT OF FEES

A minimum deposit of fifty percent (50%) is required to commence work.

Fees to the Company are due and payable on the following schedule: 50% upon signing of contract, 25% after first stage of site is completed and approved and the balance upon page completion, but prior to delivery / uploading. If the total amount of this contract is less than £500, the total amount shall be paid upon signing of contract and any additional costs incurred during development will be invoiced at the completion of the web site.

Advertising the pages to Web Search Engines and updating occur only after the final payment is made. All payments will be made in UK funds for clients in the UK.

The Company reserves the right to remove web pages from viewing on the Internet until final payment is made. If a payment delay is anticipated, please contact the Company immediately for an alternative arrangement. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by the Company.

Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Greater London, United Kingdom, and any dispute will be litigated or arbitrated in High Court.

SOLE AGREEMENT

The agreement contained in this “Web Site Design Contract” constitutes the sole agreement between the Company and the Client regarding this web site. Any additional work not specified in this contract, Appendix A and Appendix B must be authorized by a written change All prices specified will be honored for 30 days after both parties sign this contract. Continued services after that time will require a new agreement.

This agreement constitutes the entire understanding of the Company and Client. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties

DEVELOPER CREDIT

The client agrees to include credit for the Developer with inclusion of the company logo on the website and does not remove it as the website copyright will belong to the Developer.

POLICY CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least ​14 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

Use this checklist as guide to gather the items needed to have your web site designed. This list is a great starting point of recommended items that will help you put your best foot forward with your web design project.