William Rene LEON (PhD)
CEO CAIRN Consortium
Academic Exchange
c/o SXC/SXSSC - GPO 3450
- KTM - Np
<leon@sped.ucl.ac.be>
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 ________________
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