Copyright 1997-2006 RWL(CAIRN) : Kunphen KMC CAIRN International EU-NGO. All rights reserved.
CAIRN Test Portal Is Under Construction and Coming Up Soon!
William Rene LEON (PhD)
CEO CAIRN Consortium Academic Exchange
c/o SXC/SXSSC - GPO 3450 - KTM - Np
Memoradum of Understanding (MoU) Agreement
Web Site Design & Maintenance Contract
This is a legal and binding contract between CAIRN Consortium (EU-NGO) and Kunphen Medical Center, namely referred to as the Client listed hereunder:
KUNPHEN Cie : RESPONSIBLE CONTACT PERSON NAME(S), EMAIL(S) & ADDRESS
......................., GPO - , KTM , Nepal
PHONE(S): ................................., ............................................., .....................................
FAX(S): ....................................., ............................................., .....................................
EMAIL(S): .................................., ............................................., .....................................
Chosen WWW URL (if any):
Username ___________________ Server UK ________________________
These are the terms of our agreement together:
1. Authorization. The above-named Client is engaging RWL (CEO of CAIRN Consortium), known as the CAIRN ICT- Website Developer located at CAIRN Consortium address, as an independent consultant for the specific purpose of designing, developing, promoting and maintenance upgrading of content for the KUNPHEN MEDICAL CENTER new web site. The Client hereby authorizes Developer to access the required KUNPHEN FTP account, and authorizes the web hosting server (UK) to provide to the Developer with all necessary tools as well as to provide documentation as needed necessary in consensus the present permission for this project development. The Client also authorizes Developer to promote their completed web site pages at Web search engines, as well as other Web directories and indexes.
2. Standard Web Site Package:
2.1- Domain Registration: The Developer will secure a domain name for the Client at the Client’s request, namely: ...............................................( ). All charges incurred in doing so will be billed to the Client as per server service internet providing contract for ........................, on a monthly or annual basis (rate:.........................................), this in addition to the consultancy new website development fees & costs contemplated by this agreement. These are Internet Services (UK Server fees), and are not a source of income for the Developer. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.
2.2- Draft HTML : Copy for web site draft pages will be supplied by the Client in a .doc or .html format via print .doc, disk, USB Stick or email attachment, as in their original format for uploading. Otherwise, if not supplied on print, USB, disk or via email, there will be an additional charge for document typesetting.
2.3- Links : This agreement contemplates up to an average of 15 to 25 external or relative links per page and an e-mail response link on each web page to any e-mail address specified by Client. This agreement also contemplates making links to other websites being of relevant for Kunphen new Website credibility and search engine rating, including the affiliation to CAIRN Consortium Network.
2.4- Photos : Photos and other misc. graphic images must be supplied by Client, in original format. These originals will be treated and/or scanned as deemed necessary by the project development.
2.5- Scanning : This agreement contemplates scanning up to 10 images per pages 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 discussed details for pricing and / or discounts on volume scanning.
2.6- Installation : Finished site will be uploaded to Client’s hosting Server based in UK.
2.7- Site publicity : The site will be subject to a one-time blast submission to the major Web search engines, such as Google, Yahoo, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc.
2.8- E-mail response link on each web page to any e-mail address the Client designates
2.9- Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by the main browsers, namely: Microsoft Internet Explorer, Mozilla, Opera and Netscape. Compatibility is defined herein as all critical elements of each page being quality viewable in those browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions are developed. In the absence of a specific 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.
3. Standard Web site Packages only. The content of the web pages will be discussed with and supplied by the Client, so as to be executed as specified by the Client in the "Web Site Planning" dated _______________. This web site includes up to ___________ web pages. In case the Client desires additional standard web pages beyond the original number of pages specified above, the Client agrees to pay Developer an additional of amount Euros : 30 _______ for each additional web page. Graphics or photos beyond the number of pages being allowed shall be billed at an additional at pro-rata of the usual number per new page, per se, being 10 new items each. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at the hourly rate as specified below. The store size and additional services are detailed in the attached estimates.
4. Online stores only. The text, documentary details, prices and other required contents for the web pages will be supplied by the Client and executed as agreed in consensus with the Client in the “Web Page Planning". It is understood that total estimates calculated at beginning are likely to slightly vary due to different creation process in function and to the quantities of products, categories, photos, pages of the final version.
The estimate is listed hereunder and governs the consultancy and costs for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and Developer agree that the services described above in this section shall be completed for the amount indicated and upon this amount the first payment advance shall be determined to allow the work to begin. The final payment shall reflect and include all elements actually completed at the prices attached when the draft is finished and test are conclusive as per allowing the final content to be uploaded on server in UK.
We include e-mail/phone and face-to-face consultations of up to 2 hours each week for defining during development the general and detailed orientation of the content, marketing strategy, Web design consultation, and helping Clients learn how to use the website final stage. Telephone long distance charges are in addition to package rates quoted. (Additional consultation is at the hourly professional rate of Euros: 30, when performed for upgrading or coordination purposes out of KTM Nepal, and while in or from the UK/EU). Product web pages, products, or photos added after the store is ready for uploading and advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified above.
5. Available Services :
This agreement includes all the aforementioned services plus:
5.1- E-commerce. This custom package contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, the charges for the shopping cart will be listed in Appendix A.
5.2- Secure Certificate If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions in the EU or UK. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited per se.
5.3 - Merchant Account The Client will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to the Client above the current MoU.
5.4- Real Time Credit Card Processing. If the Client has a high volume / high sales web site, real-time credit card processing will be desired. In this instance, the Developer will assist the Client in obtaining this service. Any charges related to this service are the responsibility of the Client as an addition to this agreement.
5.5- Training. The Developer will provide assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate, once the website per se is uploaded and functional.
6. Additional Expenses. Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
· Purchase of specific e- commerce software for secured transaction at the Client's request,
· Purchase of specific database multimedia or PC tools at the Client's request.
· Purchase of other specific software at the Client's request.
7. Client Amends / Changes. CAIRN prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the CAIRN present website development MoU. To that end, we encourage input from the Client during the design process.
The Developer 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 graphic at the Client's request.
· Replacing more than 75% of the text to any given page at the Client's request.
· Creating a new navigation structure or changing the link graphics at the Author's request.
· 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.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the page maximum. 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 and also covered by our one month of free maintenance.
8. Third Party or Client Page Modification. Some Clients will desire to independently edit or update their web pages after completion of the site. This MoU will provide such facility after the appropriate maintenance and training package. Note however that in such case, CAIRN Developer 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 1 hour minimum charge above.
9. Web Hosting. The Client agrees to select a web hosting service that allows full uploading and maintenance 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 relevant system, standard software may not work, and providing a substitute may incur additional charges.
10. Search Engine Registration. The Developer will optimize the Clients web site with appropriate metatag titles, keywords, descriptions and text and thereafter submit the Client's web site to each of the major search engines and directories. The Developer 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.
11. Work Schedule and Completion Date. Developer to submit a First Draft of web site Portal no later than ten (10) days after Developer and Client have countersigned agreement, along with down payment and initial direction from the Client, which must include first draft required original materials for first pages and scanning. Client to provide Developer 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 faxing to Developer. Once this acceptance is received from the Client, the work necessary to complete the project will continue.
Upon completion of the web site, a letter and invoice will be sent to the Client advising the Client that the work has been completed. Client will supply written approval of the design and the related envisioned persuance of maintenance as required. After contract has been paid in full, site will then be uploaded on UK hosting company.
The Developer will burn one copy of the Client's web site onto a CD, at the Client's request, upon completion of the site and upon receipt of final balance. Additional copies of the CD are available for EURO : 10.00 each.
12. Maintenance Grace Period. This agreement includes minor web page maintenance to regular web pages (not store product pages) over a one-month period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the Client or an agent other than Developer attempts updating the Client’s pages, time to repair web pages will be assessed at the hourly rate, and is not included as part of the updating time. The one-month maintenance period commences upon the date of final uploading on UK Server, as Client signs this contract.
Changes requested by the Client beyond those limits will be billed at the hourly rate Euros : 30. This rate shall also apply toward additional work authorized beyond the maximums specified above for such services as: general Internet tasks, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping Clients learn how to use their own web page editor. CGI programming charges (if any) are not included in this rate.
The Monthly “Flat Rate” Maintenance Contract is included in the orverall Maintenance Contract Charge of Annual Fees Euros: 200, payable in advance each year renewal for a total duration of 5 years. If needed after this duration, further maintenance or other required upgrading services may be proposed at a monthly rate basis, allowing up to 2 hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each year in advance, whether the time is used or not. Changes requested, which go beyond the 2 hour limit, are chargeable at the rate disclosed in Appendix B. The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate" , aimed at offering upgraded but cost savings duties on sites. Charges incur when Client requests a change - 1 hour minimum per change charged. Details are listed in Appendix B.
13. Extended Maintenance Contract Duration. Terms for Maintenance will be of a Duration of five (5) years. listed in Appendix B, using one of two methods.
14. Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer 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 Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
15. Assignment of Project. The Developer 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 Developer warrants all work completed by subcontractors for this project. When subcontracting is required, the Developer will only use industry recognized professionals.
16. 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 in the State of Montana on behalf of the Client.
17. 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 Developer. Developer 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. Developer is not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Developers control.
18. Indemnification. Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's 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 Developer 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.
19. Rights Upon Termination of Agreement. Developer shall transfer, assign and make available to Client all property and materials in Developer's possession or subject to Developer's control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement. Developer also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party's interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
In the event the Client terminates this contract by registered letter within 30 days, Work completed shall be billed at the hourly rate stated in Appendix A, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.
20. Default. In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.
21. 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 recognized overnight delivery services.
22. 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 Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
23. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages and graphics produced by the Developer shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. Rights to photos, graphics, computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Developer and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
24. Litigation. Any disputes arising form this contract will be litigated or arbitrated in London, UK. This agreement shall be governed and construed in accordance with the international laws governing internet providers in the UK and Nepal.
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.
25. Payment of Fees. A minimum deposit of fifty percent (50%) is required to commence work.
Fees to Developer are due and payable on the following schedule: 50% upon signing of contract, 25% further after first month stage of site is completed and approved, and the balance upon draft web pages completion before being uploaded in UK, namely prior to delivery / uploading on UK Server. If the total amount of this contract is less than Euro: 700, 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 Euro currency valuation of Nepalese Roupies at Foreign Exchange.
Developer 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 Developer 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 Developer. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Flathead County, Montana, and any dispute will be litigated or arbitrated in Flathead County, Montana
26. Sole Agreement. The agreement contained in this "Web Site Design & Maintenance Contract" constitutes the sole agreement between Developer and the Client regarding this web site. Any additional work not specified in this contract, Appendix A or Appendix B must be authorized by a written change order. 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 Developer 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
27. Initial Payment and Refund Policy.
The total amount of this contract is EURO : ______________
This agreement begins with an initial 50%down payment of EURO VALUE :_____________ in NRS:____________.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.
On behalf of the Client (authorized signature):
_______________________________________ Date ________________
On behalf of CAIRN Development (authorized signature)
_______________________________________ Date ________________