General Terms and Conditions of Service
By entering into business with the DESIGN FIRM, the CLIENT confirms that it has had an opportunity, to review these terms in detail and have had the opportunity to consult with a lawyer if they wanted.
The following terms are used frequently within the General Terms and Conditions, so they are being defined here.
“General Terms and Conditions” means this document, which may be modified from time to time.
“CLIENT” means anyone engaging in business with the DESIGN FIRM.
“DESIGN FIRM” means ‘Stream Desktop AG’ located at ‘Hinterbergstrasse 49, CH-6312 Steinhausen, Switerzland’.
‘Stream Designer’ is a brand name which is meant to be interpreted as ‘Stream Desktop AG’ for the purposes of this document.
“Parties” means CLIENT and DESIGN FIRM, collectively.
“Project” or “Website” means the design and creation of a website or other project work for CLIENT as detailed in a CLIENT specific proposal.
“Design Proposal” and/or “Proposal” means the proposal that is sent to the CLIENT with specifics about a project and is signed by both Parties.
“Fees Section” means the section of the agreed Proposal detailing what is included in the pricing of the Design Proposal.
II. SPECIFICATIONS (for Websites)
1. The DESIGN FIRM will design and develop a website for the CLIENT to provide the CLIENT with an online presence and to provide information about CLIENT’s company. The website will be created on the platform specified in the Design Proposal.
2. The website will be hosted at the datacentre of [BILLING COMPANY NAME] at CLIENT’s expense. The domain name(s) that will be connected to the website have already been registered by the CLIENT, or will be registered at CLIENT’s expense.
3. Unless otherwise specifically agreed in a Proposal, the default base language of any website to be implemented shall be English.
4. The design process will typically consist of four phases: Concept Development, Design, Technical, and Testing – or otherwise limited to and specified in the Fees Section of the Proposal sent to the CLIENT. The website will work in all ordinary browsers. It will not be
designed to operate on mobile devices unless specifically designated.
5. After completion of the design and development of the website a given Proposal, any future modifications of content or other maintenance of the website will be the responsibility of the CLIENT unless the parties enter into a separate agreement for those services.
III. SPECIFICATION (other than Websites)
1. For Projects other then those related to website design and development (e.g. brochure design), the specification shall be governed exclusively by what is included and agreed on in the Proposal.
IV. RESPONSIBILITIES OF DESIGN FIRM
1. The DESIGN FIRM will start work on the project within fourteen day of receipt of the initial payment and after the Proposal being signed (the “Start Date”). The delivery timeframe will be as specified in the Proposal and the timeframe shall only apply from the Start Date.
2. The DESIGN FIRM will keep the CLIENT updated on activities and progress at reasonable intervals, and reasonably respond to enquires regarding progress. The DESIGN FIRM will allow CLIENT to propose modifications to design and content within the scope of the Website Specifications, or as agreed to in writing by the parties.
3. The DESIGN FIRM understands that the CLIENT may share some non-public, sensitive business information to the DESIGN FIRM while working on the PROJECT. The DESIGN FIRM agrees to keep this information confidential and not disclose it to any outside parties.
Any such information shall be marked as ‘Confidential’ when communicating it to the DESIGN FIRM.
V. RESPONSIBILITIES OF CLIENT
1. The CLIENT will provide the DESIGN FIRM with all necessary access to website hosting, domain name registries, or related service providers for the purposes of completion of its work under a given Proposal.
2. Unless specified otherwise, CLIENT will provide DESIGN FIRM with all text/copy, graphics, photos, designs, logos, trademarks, service marks, artwork or videos for the website at the CLIENT’s expense.
3. The CLIENT will provide requested materials and respond to DESIGN FIRM questions in a timely manner.
VI. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF WEBSITE OR OTHER PROJECT DELIVERIES
1. Both parties agree on the importance of respecting the intellectual property rights of others, including rights relating to patents, trademarks, service marks, and copyrights.
2. The CLIENT guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it provides to the DESIGN FIRM for inclusion in the website (or other project deliveries) are either owned by CLIENT, or that CLIENT has permission from the owner to use them on the website. Likewise, DESIGN FIRM guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it includes in the website (or other project deliveries) has either been provided by the CLIENT, or is owned by the DESIGN FIRM, or used with permission of the owner for use on the website. Additionally, neither Party shall include within the website any functionality that is protected by a patent to which the Party has no license or permission to use. If either party, either intentionally or inadvertently, violates these guarantees, that party agrees to indemnify (pay for) any resulting damages to the other party based on a claim from the owner, including attorney fees.
3. As to the remainder of a Project, intellectual property rights are designated as follows:
- The CLIENT owns the intellectual property rights to all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to the DESIGN FIRM for purposes of the Proposal. the DESIGN FIRM has a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of the DESIGN FIRM’s work as
outlined in paragraph (VI)(4).
- The DESIGN FIRM owns the intellectual property rights to all text, graphics, photos, designs, logos, artwork or other visual elements that the DESIGN FIRM creates for the CLIENT for a Project until final payment is made by the CLIENT. At that time, ownership shall pass to the CLIENT, with the DESIGN FIRM retaining a limited, royalty-free, right to use such items for the purposes of completing its obligations under a Proposal, and for purposes of showing potential clients examples of the DESIGN FIRM’s work as outlined in paragraph (VI)(4).
- The DESIGN FIRM will give the CLIENT a copy of all files relevant to the Proposal to be safely stored. DESIGN FIRM is not required to keep them or provide any native source files used in making them. The DESIGN FIRM will own the XHTML markup, CSS and other code and license it to the CLIENT for use on only this project.
- The DESIGN FIRM reserves the right to display and link to the completed website as part of the DESIGN FIRM’s portfolio and to write about the project on websites, in magazine articles and in books about web design.
VII. MODIFICATIONS TO A PROPOSAL
1. The Parties understand that sometimes circumstances change after an agreement is entered into that may affect the scope of work or the cost of performing the agreement. The Parties agree to the following procedures in this event.
2. Any significant modification to the scope of work to be performed by DESIGN FIRM must be agreed to by both parties in writing (email confirmation is acceptable), including any corresponding change in costs to be paid by CLIENT. For example, if CLIENT requests that the Website also be designed for operation on mobile devices, the Parties must agree to add this functionality to the Website Specifications and agree to the additional amount that CLIENT will pay to add this additional work.
VIII. GENERAL TERMS
1. The Parties each represent that they are authorized to enter into a Proposal and have had the opportunity to consult with their own attorney(s) in advance of signing a Proposal.
2. The parties are not intending a Proposal to create a partnership, agency, employer employee, joint venture, or franchise relationship between the DESIGN FIRM and the CLIENT. Neither party will incur debts or make any commitments to third parties on behalf
of the other.
3. The CLIENT does not have permission to assign or delegate any of their responsibilities under a Proposal to anyone else without the prior written agreement of the DEISIGN FIRM.
4. The DESIGN FIRM may assign any of its agreements without CLIENT consent including, but not limited to, any other [GROUP NAME] entity.
5. The CLIENT acknowledges that they may obtain access to information regarding the clients, employees or independent contractors of the DESIGN FIRM during the course of a Project. The CLIENT agrees that it will not solicit any business from the DESIGN FIRM’s clients, hire its employees or independent contractor during the course of this Proposal, nor for one calendar year following termination of this Proposal, unless consented to in writing.
6. In the unlikely event that the Parties later have a dispute about the meaning of a Proposal or whether one or the other failed to meet their responsibilities under a Proposal, the Parties agree to the following:
- The complaining party will provide a written explanation of their dispute to the other party, and the parties will then, within seven (7) days, in good faith discuss the dispute and seek a mutually acceptable resolution. If the dispute has not been resolved within thirty (30) business days after such good faith discussions begin, either party is free to assert its rights in court, if they choose.
- In the event of such a dispute, the parties agree that any given Proposal would be interpreted in accordance with the laws of Canton Zug, Switzerland and that the venue, or location, of any dispute or lawsuit would be in the proper court for the Canton Zug, Switzerland.
- If any part of a Proposal is determined by a court to be illegal, invalid, or unenforceable, the Proposal will be still be enforce between the parties as to the remainder of the Proposal.
- Damages for breach of a Proposal will be limited as follows: to DESIGN FIRM, the total monetary amount of the given Proposal; to CLIENT, the reasonable cost of performing any substitute work necessary to complete the project, and attorney fees and costs to the prevailing party in any lawsuit.
- Neither party will be considered to acquiesce to any breach of a Proposal by the other party unless they say so in writing.
- The party’s responsibilities in a Proposal are subject to all relevant laws and government regulations.
General Terms and Conditions of Service Last Revision: 01-05-2016