Terms

1. Authorisation

The Client hereby authorises Vesess, as an independent contractor for the specific project of designing and developing a World Wide Website to be installed on a web hosting service’s computer. The client authorises Vesess to use relevant materials (corporate logos, trademarks, etc) and content in the designing stage and also to publicise their completed website to web search engines, as well as other web directories and indexes.

2. Contents & Materials

The content of the web pages, including all images, will be supplied by the client and executed as specified by the client. In case the client desires additional standard web pages beyond the original number of pages specified, the client agrees to pay Vesess the relevant additional amounts. Where additional custom graphic work is requested, it will be billed at the applicable hourly rate at the time of invoicing.

3. Project Completion

Vesess and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website within the expected time frame. If the client does not supply Vesess, complete text and graphics contents of all web pages contracted for within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is launched.

Note – Beta Version work starts after all materials are received. Materials & data requirements will be submitted to the client at the time parties enter the contract. Due dates, milestone dates, and website implementation dates shall be delayed by the number of days by which the materials supplied by the client are delayed.

4. Payments

All invoices for Billable Expenses are payable within five (5) working days of receipt. Vesess retains all rights to all intermediate deliverables submitted at each milestone. Invoices are due and payable on presentation or as mentioned otherwise in the invoice. In fairness to our clients who pay promptly, a service charge of two percent (2%) will be added to the balance of amounts not received within thirty days from due date.

5. Assignment of Project

Vesess reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.

6. Legal Stuff

Vesess does not warrant that the operation of the web pages will be uninterrupted or error-free. In no event will Vesess be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if Vesess has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

7. Copyrights and Trademarks

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

8. Copyright to Web pages

Copyright to the finished assembled work of web pages produced by Vesess is owned by Vesess until the final payment/all dues are made. Upon final payment/all due items, the client is transferred the copyrights for the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs which are already copyright protected by third parties are specifically not transferred to the client, and remain the property of their respective owners. Vesess and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

9. Return of Source Information

Upon the Client’s acceptance of the Final Version, or upon the cancellation of the project, Vesess shall provide the Client with all copies and originals of the source materials provided to Vesess by the Client.

10. Confidential Information

Vesess acknowledges and agrees that the source materials and technical and marketing plans or other sen?itive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to Vesess or developed by Vesess in the course of developing the site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of Vesess.

11. Testing and Acceptance Procedures

Vesess will make every good faith effort to test the deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Unless otherwise noted in Acceptance milestone dates of the Production Schedule, during the Production Period within five (5) working days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide Vesess with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Vesess and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can terminate the assignment only during this period following the Delivery of a milestone deliverables. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item 12. Vesess and Client shall designate two separate project coordinators for effective operations during the project as the only designated persons who will send and accept all deliverables and receive and make all communications between Vesess and the Client. Each party has the right to change its designated person upon prior notice to the other party.

12. Cancellation

The Client may declare the cancellation of the assignment for reasons not related to Assignment Termination defined in Item 13. In the event of cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by Vesess. In addition, if the cancellation is prior to the delivery of the Beta Version, the above cancellation fee shall be forty percent (40%) of the balance of Total payments. If the cancellation is after the delivery of the Beta Version, the cancellation fee shall be ninety percent (90%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by Vesess or Vesess is liable to pay for, shall be paid by the Client in full. In the event of termination, Vesess retains ownership of all copyrights and any original artwork created by Vesess. However, the Client retains all rights already purchased by Vesess on behalf of the Client from third parties.

13. Assignment Termination

In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Testing and Acceptance Procedures in Item 11, the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to termination shall be retained by Vesess. If assignment termination occurs prior to the acceptance of Site Design, the client shall pay a termination fee of ten percent (10%) of the balance of Total payments. If termination occurs after the delivery of the Beta Version, the termination fee shall be twenty percent (20%) of the balance of Total payments. If termination occurs after the acceptance of the Beta Version, the termination fee shall be one hundred percent (100%) of the balance of Total payments. Regardless of when the assignment is terminated, all billable expenses already incurred by Vesess or Vesess is liable to pay for, shall be paid by the Client in full. In the event of termination, Vesess retains ownership of all copyrights and any original artwork created by Vesess. However, the Client retains all rights already purchased by Vesess on behalf of the Client from third parties.

14. Copy Protection

Both parties must protect all final art which is the subject of this agreement against duplication and alteration.

15. Alterations and Additions to Website

If the Client wishes to modify or enhance the site, Vesess shall be given first option to provide an offer to perform such modifications or enhancements.

16. Limitation of Liability

Client agrees that it shall not hold Vesess or its agents or employees liable for any incidental or consequential damages which arise from Vesess failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Vesess or a third party. Furthermore, Vesess disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

17. Maintenance

Web Site Maintenance refers to any updates or changes applied to a web site originally designed and deployed by Vesess or its contractors. Maintenance shall not include the development of enhancements to the overall design of the site, changes to the user-interface or navigational interface or the creation of new pages. Any changes that require alterations to the basic template of the site (including basic page layout) shall not be deemed maintenance and shall be billed at the current design rate. The adding of new features (search engines, e-commerce capabilities, database integration, mailing lists, etc.) shall not be deemed maintenance and shall be billed at the applicable hourly rate.

18. Transfers after Implementation

Vesess will transfer the resources used in developing and implementing the product to the respective client if Vesess ceases its operations, provided that all the due amounts must be paid by the client at this point.

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ANY SPECIFIC VESESS SERVICE OR PRODUCT MAY BE FOUND ON THE VESESS WEB SITE AND ARE INCORPORATED HEREIN AS IF FULLY SET FORTH FOR THAT SERVICE OR PRODUCT.