WEB SITE DESIGN & MAINTENANCE TERMS OF SERVICE
ACCEPTANCE OF TERMS
Borsche Digital, LLC provides its Web Site Design Services to you, subject to the following Terms of Service ("TOS"),
which may be updated by us from time to time without notice to you. You can review the most current version
of the TOS at www.borschedigital.com/web/web_site_tos.php or request a copy from us at any time. By using the
services of Borsche Digital, LLC for Web Site Design & Maintenance Services you agree to be bound by our Web Site
Design & Maintenance Terms of Service.
CLIENT is authorized an legally competent to enter into this CONTRACT and
is engaging BORSCHE DIGITAL, LLC, as an independent contractor
for the specific project of developing and/or improving a World Wide Web site to be
installed on CLIENT's web space located on an ISP's computer. CLIENT hereby
authorizes BORSCHE DIGITAL, LLC to access this ISP account, and authorizes the ISP to
provide BORSCHE DIGITAL, LLC with any necessary "write permission" for CLIENT's
web page directory, cgi-bin directory, and any other directories or programs which
need to be accessed for this project.
CLIENT also authorizes BORSCHE DIGITAL, LLC
to publicize their completed website to Web search engines, as well as other Web
directories and indexes.
BORSCHE DIGITAL, LLC represents and warrants to CLIENT that it has the
experience and ability to perform the services required by this CONTRACT;
that it will perform said services in a professional, competent and timely
manner; that it has the power to enter into and perform this CONTRACT; and
that its performance of this CONTRACT shall not infringe upon or violate the
rights of any third party or violate any federal, state and municipal laws.
However, CLIENT will not determine or exercise control as to general procedures
or formats necessary to have these services meet CLIENT's specifications.
CLIENT represents and warrants to BORSCHE DIGITAL, LLC that it will
provide CLIENT materials as required in a professional, competent and timely
manner; that it has the power to enter into this Agreement on behalf of CLIENT;
and that its performance of this CONTRACT shall not infringe upon or violate
the rights of any third party or violate any federal, state and municipal laws.
- Length of agreement.
- Web site creation.
This agreement for BORSCHE DIGITAL, LLC to create web pages for CLIENT will be in affect until
the project is has been completed and accepted by CLIENT.
CLIENT will have 7 days after notification by phone and/or email that the draft version is available
for CLIENT to request the first of two sets of revisions included in this CONTRACT.
After the first set of revisions have been made, CLIENT will have 7 days after being notified
by phone and/or email that the updates are available
for CLIENT to request any final revisions included in this CONTRACT.
After CLIENT has been notified by phone and/or email that the final version is available,
CLIENT will have 7 days to accept the final version under this CONTRACT.
Once the web site has been approved and all payments received the web pages will be
moved to CLIENT's ISP location and tested to verify the site functions as designed.
Once the site has been moved and successfully tested
minor modifications and corrections can be requested within
a two-week period up to an average of 15 minutes per page, including updating
links and making minor changes to a sentence or paragraph or replacing one image on the site.
It does not include removing the majority of the text from a page and replacing it with new text.
If BORSCHE DIGITAL, LLC determines that a requested change is not a minor modification, BORSCHE
DIGITAL will notify CLIENT and present CLIENT with payment option for this modification.
If CLIENT or an agent other than BORSCHE DIGITAL, LLC attempts to update the
CLIENT's web pages during this time, and causes damage to the web page which requires repair,
the time to repair the Web pages will be assessed
at the hourly rate of $97.45, and is not included as part of the modification time.
At the end of the two weeks this CONTRACT will be completed
and any additional work will require a new contract.
- Web site maintenance.
Unless otherwise stated this agreement for BORSCHE DIGITAL, LLC
to create new pages and/or make updates to web site(s) for CLIENT
will be in affect for 12 months (one year).
At that time BORSCHE DIGITAL, LLC and CLIENT can sign a new contract for additional services,
or by taking no action, terminate this agreement.
- Consultation Fees.
- Web site maintenance.
Time spent working with CLIENT to define the scope and details of the requested changes
can be billed to CLIENT as part of the cost of the maintenance at the contracted hourly rate.
- Web site creation.
Once the project has been defined and work has started BORSCHE DIGITAL, LLC is authorized
to bill CLIENT for excess time spent on the phone with CLIENT and/or
answering excess emails from CLIENT at the hourly rate of $97.45.
"Excess" is defined as more than 2 hours unnecessary phone calls and questions.
CLIENT will be notified by BORSCHE DIGITAL, LLC at the point at which charges for excess time
and/or services may or will be incurred by CLIENT.
- Pre paid maintenance fees.
Unless otherwise stated,
the following standard terms apply to payment. The first month payment is due at time of singing.
This first payment will be for the remainder of the current calendar month.
CLIENT will be billed monthly on or about the 20th of each month for the following month.
Payment is to be received by BORSCHE DIGITAL, LLC before any work for that month can be done.
BORSCHE DIGITAL, LLC will not perform any work for CLIENT during any month that payment has not been
received for even if there are carry over hours available.
Since CLIENT is prepaying for services at a discounted rate it is the responsibility of CLIENT
to be sure that these hours are used.
Hours that are not used in one month can be used in the following months until the end of
the agreement, at which time CLIENT will forfeit any unused hours.
If additional hours are needed then BORSCHE DIGITAL, LLC
will work additional billable hours each month equal to the prepaid number of hours for that month
at the same hourly rate. Any additional billable hours will then be billed at the
normal hourly rate of $97.45. Payment for any additional billable hours will be due
on receipt of invoice. Hours from future months can NOT be used to cover
additional billable hours used in the current month.
If any additional hours are required for any updates BORSCHE DIGITAL, LLC will
notify CLIENT by email of the estimated additional hours and will NOT use any additional hours
until CLIENT gives the authorization to use additional billable hours.
If any additional hours are required for any updates BORSCHE DIGITAL, LLC is authorized
to bill CLIENT for 50% of the estimated additional hours needed to complete the work
and delay any additional work for CLIENT until payment is received.
If any of the estimated additional hours paid by CLIENT are not used they will be refunded at end of that month.
- Expedited update fees.
If CLIENT requests other work that BORSCHE DIGITAL, LLC is working on, be put on hold
to work on CLIENT's request immediately BORSCHE DIGITAL, LLC reserves the right to charge an additional
fee to expedite CLIENT's request which will be explained to CLIENT and approved by CLIENT before work begins.
Please do not wait until the last minute to request updates!
All services agreed to in this CONTRACT, shall be supplied for the price specified.
Payment shall be by cash, check, credit card or
money order, in US dollars, and made payable to "BORSCHE DIGITAL, LLC".
Invoices are due upon receipt.
- Completion Date.
BORSCHE DIGITAL, LLC and CLIENT must work together to complete the website and/or updates
in a timely manner. Much of this depends on receiving the appropriate images, text
and other information from CLIENT in a timely manner. CLIENT may be required to view and
approve any work done before that work will be placed for use on CLIENT's web site.
BORSCHE DIGITAL, LLC agrees to work expeditiously to complete the
website in a professional and timely fashion.
This contract does NOT guarantee any requests for work will be started the day they are received.
BORSCHE DIGITAL, LLC reserves the right to prioritize new requests with other work currently in progress
and/or scheduled travel plans. BORSCHE DIGITAL, LLC will make a reasonable attempt to start and complete
CLIENT's request as quickly as possible.
Please do not wait until the last minute to request updates!
- Assignment of Project.
BORSCHE DIGITAL, LLC reserves the right to assign subcontractors to this project
to insure the right fit for the job as well as on-time completion. BORSCHE
DIGITAL will be responsible for the final results of the project.
- Additional Expenses
CLIENT agrees to reimburse BORSCHE DIGITAL, LLC for any additional expenses
necessary for the completion of the work. Examples would be purchase of
special fonts, stock photography, etc. CLIENT will be notified in advance of the cost
of any additional expenses. No additional expenses will be incurred
without the express approval of CLIENT.
- Additional Services
Any revisions, additions or redesign CLIENT wishes BORSCHE DIGITAL, LLC to perform
not specified in this document shall be considered "additional" and will require
a separate agreement and payment.
- Copyrights and Trademarks.
CLIENT represents to BORSCHE DIGITAL, LLC and unconditionally guarantees that any
elements of text, graphics, photos, designs, trademarks, artwork or other items furnished
to BORSCHE DIGITAL, LLC for use in any project are owned by CLIENT, or that
CLIENT has permission from the rightful owner to use each of these elements,
and will hold harmless, protect, and defend BORSCHE DIGITAL, LLC and its subcontractors
from any claim or suit arising from the use of such elements furnished by CLIENT.
- Limited Liability.
CLIENT hereby agrees that any material submitted for publication will not contain anything
leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive
and unethical materials and uses include, but are not limited to, pornography, obscenity,
nudity, violations of privacy, computer viruses, any harassing and harmful material or
uses, any illegal activity, or material advocating illegal activity, and any infringement
of privacy or libel.
CLIENT hereby agrees to indemnify and hold harmless BORSCHE DIGITAL, LLC from any claim
resulting from CLIENT's publication of material or use of those materials. CLIENT hereby
agrees to indemnify and hold harmless BORSCHE DIGITAL, LLC in any claim resulting from the
submission of illegal materials.
If BORSCHE DIGITAL, LLC shall acquire an Internet Domain Name on behalf of CLIENT,
then in such case CLIENT hereby waives any and all claims which it may have against BORSCHE
DIGITAL, for any loss, damage, claim or expense arising out of or in relation to the
registration of such Domain Name in any on-line or off-line network directories, membership
lists or registration lists, or the release of the Domain Name from such directories or
lists following the termination of the providing of this service by BORSCHE DIGITAL, LLC for any reason.
Under no circumstances, including negligence, shall BORSCHE DIGITAL, LLC, its offices,
agents or anyone else involved in creating, producing or distributing it's services, be
liable for any direct, indirect, incidental, special or consequential damages that result
from the use of or inability to use BORSCHE DIGITAL, LLC's services; or that results from
mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects,
delays in operation, or of performance, whether or not limited to acts of God, communication
failure, theft, destruction or unauthorized access to BORSCHE DIGITAL, LLC's records, programs
or services. Client maintains sole responsibility for data backups and restoration. CLIENT
hereby acknowledges that this paragraph shall apply to all content on BORSCHE DIGITAL, LLC's services.
Notwithstanding the above, CLIENT's exclusive remedies for all damages, losses and causes
of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the
aggregate dollar amount which Client paid during the term of this CONTRACT and any reasonable
attorney's fee and court costs.
CLIENT agrees that it shall defend, indemnify, save and hold BORSCHE DIGITAL, LLC harmless
from any and all demands, liabilities, losses, costs and claims, including reasonable
attorney's fees, ("Liabilities") asserted against BORSCHE DIGITAL, LLC, 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 CLIENT, its
agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless
BORSCHE DIGITAL, LLC against Liabilities arising out of any injury to person or property
caused by any products or services sold or otherwise distributed in connection with
BORSCHE DIGITAL, LLC's service, any material supplied by CLIENT infringing on the
proprietary rights of a third party, copyright infringement, and any defective
product which CLIENT has sold in the Web Design.
- Laws Affecting Electronic Commerce.
CLIENT agrees that CLIENT is solely responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend BORSCHE DIGITAL, LLC
and its subcontractors from any claim, suit, penalty, tax, or tariff arising from
CLIENT's use of Internet electronic commerce.
- Copyright to Web Pages.
Copyright to the finished assembled work of Web pages produced by BORSCHE DIGITAL, LLC
is owned by BORSCHE DIGITAL, LLC.
Upon payment for services, CLIENT is
assigned rights to use as a website the design, graphics, source code
and text content that was created by BORSCHE DIGITAL, LLC. in the
finished assembled website. The CLIENT can modify their copy of the source code supplied as needed for future needs.
The CLIENT can NOT sell or redistribute the source code (original or modified) for use on other project(s).
Rights to photos, graphics, source code, work-up files,
and computer programs are specifically not transferred to CLIENT, and remain the
property of their respective owners.
BORSCHE DIGITAL, LLC retains the right to use source code, design and graphics created by BORSCHE DIGITAL, LLC
in part or whole in other projects and websites.
BORSCHE DIGITAL, LLC and its subcontractors retain
the right to display graphics and other Web design elements they created as examples of their work
in their respective portfolios.
- Authorship Credit.
CLIENT may select that BORSCHE DIGITAL, LLC includes a byline and link on the bottom of their
Web Page establishing authorship credit. This byline is upon agreement by both CLIENT and
BORSCHE DIGITAL, LLC and must be removed at any time upon written or email request to BORSCHE DIGITAL, LLC.
BORSCHE DIGITAL, LLC, its employees and subcontractors agree that, except as directed by CLIENT,
it will not at any time during or after the term of this CONTRACT disclose any Confidential
Information to any person whatsoever.
In the event that work is postponed or cancelled at the request of Client by registered
letter, BORSCHE DIGITAL, LLC shall have the right to bill pro rata for work completed through
the date that request (registered letter) was received, while reserving all rights under this CONTRACT. If
additional payment is due, this shall be payable within thirty days of Client's notification to stop work.
In the event of cancellation, Client shall also pay any expenses incurred by BORSCHE DIGITAL, LLC
and BORSCHE DIGITAL, LLC shall own all rights to the Work. Client shall be liable for
legal fees incurred by BORSCHE DIGITAL, LLC as a result of default in payment by CLIENT.
- Refund Policy.
If CLIENT applies by a registered letter for a refund within 15 days of signing this CONTRACT,
work already completed through the date that request (registered letter) was received
shall be billed at the hourly rate of $97.45 and deducted from
the payment already received.
If the work that has been completed is beyond the amount covered in the payments,
CLIENT shall be liable to pay for all work completed at the hourly rate of $97.45.
Any remaining funds paid by CLIENT after payment for all work done will be refunded to CLIENT.
If payment was made by credit card the refund will be placed on CLIENT's credit card within 30 days,
otherwise a check will issued to CLIENT for the refund amount within 30 days.
- Payment of Fees.
In order for BORSCHE DIGITAL, LLC to remain in business, payments must be made promptly.
Invoices are due upon receipt.
Returned checks will be subject to a $20.00 handling fee in addition to any fees charged by banks.
Delinquent bills will be assessed a $15.00 service charge if payment
is not received within 10 days of the due date. If an amount remains delinquent 30 days
after its due date, an additional 1.5% per month penalty will be added to the balance
due for each additional month of delinquency.
BORSCHE DIGITAL, LLC reserves the right to with hold Web pages from viewing on the Internet
until final payment is made or overdue accounts and charges are paid in full.
In case collection proves necessary, CLIENT agrees to pay all fees incurred by that process..
Please pay on time.
- Governing Law.
This CONTRACT becomes effective only when signed by
BORSCHE DIGITAL, LLC.
This CONTRACT was entered into and is subject to the laws and jurisdiction of the state of Illinois.
CLIENT agrees that any dispute will be litigated or arbitrated in Will County, Illinois.
- Force Majeure.
BORSCHE DIGITAL, LLC shall not be responsible for delays or failures (including any
delay by the BORSCHE DIGITAL, LLC to make progress in the prosecution of any Services)
if such delay arises out of causes beyond its control. Such causes may
include, but are not restricted to, acts of God or of the public enemy,
fires, floods, epidemics, riots, quarantine restrictions, strikes, freight
embargoes, earthquakes, electrical outages, computer or communications
failures, severe weather, and acts or omissions of subcontractors
or third parties.