Terms and conditions
The "client" (purchaser of website project) is engaging OPW LAB, as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as "web design project" which may be installed on the client's account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, hereinafter refer to as "Hosting Service" if required to perform services. If required to perform services the client hereby authorizes OPW LAB to access this account and authorizes the Hosting Service to provide OPW LAB with "full access" to the client's account and any other programs needed for this web design project that are included as part of the client's service agreement/level. If the client does not have Hosting Service, OPW LAB can suggest hosting companies to the client, but does not guaranty such 3rd party services, nor can be held responsible for servers being down, unreliable services or any other issues related to the "Hosting Service". Hosting Service offered by OPW LAB are services supplied by an outside 3rd party company and OPW LAB does only assist to establish accounts for Hosting but does not accept or grant any liability for these services.
An acceptable use policy is part of these terms and conditions of hosting any information associated with the domain name. This is necessary because the proliferation of abusive electronic mail and practices generated by a minority of the Internet users can interrupt services. 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 and submitted to OPW LAB 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 OPW LAB and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. OPW LAB does not accept any liability of materials submitted by client or their representatives or any other 3rd party for the use of their project.
4. Quoting a website.
After consulting with the client about the subject and content of the website, OPW LAB will lay out a site concept or page count, anticipated content and subject as well as possible animations or other necessary information. We will attach a quote for you which is based on this site map's content and the materials you have agreed to provide to complete the web design project and will submit it to you for approval. If you are not satisfied or need additions or corrections, we will revise and complete the site map until you approve.
If you decide to change your mind on the website's layout after approval and OPW LAB has started the creation of the website, we will either re-quote our original estimate or charge and hourly rate for html related designing or for flash related designing, either one at our own option and discretion.
***Note: Content for your website:
Any content delivered to us by you or others in relation to your project we will use and assume that you are the original creator, copyright holder or legal owner. OPW LAB does not assume any responsibility for any 3rd party disputes or inquiries that might arise from content submitted to us and used for your project on your behalf.
- Quotes issued by our office do not include the revision or correction of the content submitted to us, unless it is minor. Content is considered whatever you submit to us to be used for your project such as:
* Graphics (logos, labels, artwork of any kind)
* Text Copies
* Audio Files
* Video Files
Any necessary revision or recreation of these files that might be necessary to achieve certain design or content related goals that were originally not obvious but became necessary during project development, or were not clearly stated or listed in our estimate might generate extra charges, and quoted with your approval before any work is delivered. This can happen frequently, especially with projects that carry large amounts of content or simply through changes that might occur during the creative process. Please read our estimate invoices cautiously and thoroughly and alert us of possible features that have not been listed, for whatever reason, before you submit your deposit payment. Whatever is not listed, shown or mentioned on these forms will not be part of that quote, and therefore might create extra charges.
5.Design Process: Design-Layouts-Graphics-Flash.
A) HOME PAGE - If the client agrees to the site map and its content and submitted the required payment or deposit, we will first layout a flat page design for the home page, which will set the design standards for the rest of the web site. We will ask the client to review the basic concept, colors, graphics or animations and if approved in writing, we will finish that page as much as possible at that time. Please be aware that layouts are not fully completed and functional web pages and do not represent 100% of the final product but are supposed to demonstrate the basic design, look and character of the website to be built and will certainly be good enough to be evaluated. If the client does approve, we will fine tune and work towards finalizing this page. If you do not approve or would like an entirely different concept, we will design up to 2 more pages for you at no extra charge and follow your indications and instructions. If after the 3rd page you still can not approve the layout or design, we will continue on until the look, character and design is to your satisfaction with an hourly rate of $70 for html related work and/or an hourly rate of $90 for flash work. Proudly we can let you know that we never even got to the 3rd page and most of the time got approval on the first or second layout.
B) FIRST PAGE - After the home page is approved by the client, we will move on to one of the content pages of the website and establish the look, design and character the same way as mentioned above under the "HOME PAGE" paragraph. Most likely this page will be the template for the rest of all other pages with different content and slight variations of course. We will ask you to carefully review this page before approval. Revisions and changes to web pages after approval of the initial content page could be costly and are not included in our original quote.
C) Search Engine Optimization (SEO) services for your website project. SEO is separate from creating a website, it is not part of website quotes we have issued, unless it is clearly prices and shown on our estimate invoice as a listed SEO service. Depending on your current site, or a website that we have built for you, we will optimize most likely the home page or re-create your home page to make it search engine friendly and searchable. We will use standard procedures and known facts about SEO that are proper for your subject matter and should rank you ask high as possible. Please be aware that there are billions of websites and many of them with the same subject matter as yours, which can only give you results accordingly. There just just a certain amount of pages that could list in the top10. We do not promise top 10, 20 or whatever numbers ranking because it is impossible to predict, but we do promise that the we use common techniques, professional software and a great amount of experience to complete this service satisfactory and most often with great results. We will submit your URL to search engines as agreed and specified.
We optimize the text content, meta tags, head tags, site description and keywords as well as possibly incoming links. Please be aware that there are many search engines and all of them have different criteria and requirements, so it would be impossible to have you listed in all of them, but we will do our best of course to have you rank as high as possible with our knowledge in the majors, such as Yahoo, Google etc. We do not accept or warrant any responsibility for lower rankings as expected, non listing, banned websites. We do offer with our quotes to optimize your page which in our opinion and experience will give you at least satisfying rankings.
If you do not agree to our offer or suggestions and ask us to optimize or change the details of the SEO project, or use your keywords or any other changes that do not match our original SEO suggestion/offer, we by default will wave any responsibility for the SEO work we have established for you, including ranking in search engine that might not occur. At this point this project will simply become "alterations to web-project at clients request" on a "work for hire" basis. Please take a not of that. In either case, we do not guarranty high search results or promise and kind of rankings, due to the complexity of different Search Engine Indexing criteria and vast amount websites on the internet, but certainly we will do our very best to get your website ranking as high as possible, at our own discretion.
6. Web Site Maintenance.
This agreement allows for minor web site maintenance to pages over a 1-month period, up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via diskette. The period of 1 month begins on the date the clients web design site has been published to client's hosting service or 30 days from the date this agreement was signed, which ever comes first. If the client's web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. Major page code and/or database structural changes will be charged at current hourly rates.
7. Completion Date.
OPW LAB and the client must work together to complete the web design project in a timely manner. We quote our projects and schedule a timeframe. If the client misses to submit needed materials for the project, OPW LAB reserves the right to continue on other projects and at a later point in time will revert to the clients project and finsih the work, at which time we also reserve the right to bill for the client for "Work Completed", if necessary. We agree to work expeditiously to complete the web design project no later than 45 days after the client has submitted all necessary materials, unless timeframes have been quoted differently. If the client does not supply OPW LAB with complete text and graphic content for this web design project within 14 days after request, or the client delays the project for any other reasons, OPW LAB retains the right to collect the entire balance due of the agreement. If the client still has not submitted all the required content within 30 days after agreeing to these terms and conditions, an additional continuation fee of 15% 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 and submits final payment for the outstanding balance.
8. Project Delivery - Submission of project files
The web site design project delivery shall be completed upon receipt of the payment. Delivery may be accomplished by publishing, electronic transfer, or physical media upload to a specified server. The client understands that OPW LAB may not be providing any hosting services in connection with this web design project. Hosting services may require a separate contract. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
If the Project Delivery includes publishing, OPW LAB will make a good faith effort to accommodate client's requested method of publishing. In the event OPW LAB is not able to accommodate the request method of publishing the following statements apply. If the hosting service has FrontPage 98 /2000 extensions installed, OPW LAB may use FrontPage 98/2000 to publish to the site. If the hosting service does not have FrontPage 98 extensions installed, OPW LAB may use FTP or SCP to publish to the site. If publishing to a hosting service is not feasible the information may be delivered on diskette or CDROM.
10. 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 OPW LAB and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.
11. Web Design Project Copyright.
Original web site content specifically created by OPW LAB for the customer and designed under work for hire shall become the intellectual property of the customer, once final payment under this agreement and any additional charges incurred have been paid and cleared. Rights to clipart, photos, graphics, source codes, work-up files or lay-outs 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 or OPW LAB. OPW LAB and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios. Any graphics, designs, flash creations or artwork, design ideas or concepts, source codes or imagery created or submitted by OPW LAB remains OPW LAB's intellectual property or copyright under the United States Copyright law, until ALL balances due for the pertaining project have been paid in full.
This includes also partial art work, graphics or files that were submitted by the client and modified, re-created or adjusted/updated/improved or extended in any shape or form by OPW LAB. OPW LAB remains the sole and legal copyright holder of any artwork created for the specified website project until *ALL payments under the pertaining invoice for the particular project have been made and completed in full. *Partial, incomplete or pending payments on the face value of the project invoice will be recognized as deduction off the total balance but will not lift the ownership of intellectual property or copyrights by OPW LAB, as described above.This also includes non-payments for other items on the pertaining project invoice that might not be part of part of a particular artwork/design or layout idea/software/clipart/photos/imagery or anything else created by OPW LAB for this project, as well as additional verbal or emailed quotes or "price ideas" that have been submitted by OPW LAB to the client.
Payments must be made promptly and upon presentation of invoice, no later then 5 days of presentation of invoice. Once your payment is received, OPW LAB will upload your website to a server of your specification immediately. Delinquent bills can be assessed a $30 charge, if payment is not received within 5 days. If an amount remains delinquent 30 days after its due date, an additional 5% penalty (of face value of invoice) can be added for each month of delinquency. OPW LAB reserves the right to remove any web design project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. If your payment is made by credit card via our website (www.opwlab.com) you hereby, and with the acceptance ("I read and accept" button at the end of this page) of these terms and conditions, waive your right to charge back privileges to your credit card account incase of disputes with OPW LAB. If there are disagreements or you are not satisfied with the outcome of your web project, please let us know and we will update and correct your claim. This agreement supersedes any 3rd party contracts or terms and conditions or proceedings of credit card companies. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this agreement was entered into in Los Angeles, California, USA and any dispute will be litigated or arbitrated in Los Angeles, California, USA. Please pay on time and note that all deposits are non-refundable. All payments will be made in USD$ funds unless agreed upon in writing by both parties.
a) By web design projects under $1200.00; payment in full by ordering
b) By web design projects over $1200.00; 60% non-refundable deposit by ordering, and 40% before publishing and or uploading to clients servers.
c) By web design projects over $5,000.00; agreed in writing a non-refundable deposit and payments by milestones.
13. Legal Notice.
OPW LAB does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will OPW LAB 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, your or site visitor's computer or Internet software, even if OPW LAB has been advised of the possibility of such damages.
14. This Agreement.
This agreement constitutes the sole agreement between OPW LAB 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 30 days afterestimate or quote was submitted. Continued services after that time will require a new agreement. This agreement supersedes any prior written or oral agreements between the parties.
This agreement may be modified or amended if the amendment is made in writing and is signed by both 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.
17. Waiver of Contractual Right.
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.
18. Governing Law.
This agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of California 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 Los Angeles County California and you irrevocably consent to the jurisdiction of such courts.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. 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, in the case of notice to us to email@example.com or authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for the website domain name or as updated from time to time. Mail shall be sent to OPW LAB and to you at the mailing address provided in this agreement or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. Pacific Standard Time and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.
Terms and Conditions I January 2009 I OPW LAB at www.opwlab.com