Terms & Condition

1. TERM AND TERMINATION

A. Term of Agreement. This Agreement shall be effective from Order date.

Company cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.

All timeframes offered to the client are estimates. Due to the intrinsic nature of software development and its intricacies do not offer the luxury of definite timeframes. However we will not be liable for any penalties or hardships otherwise incurred by the company.

B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach.

2. COMPANY'S AND CUSTOMER'S RESPONSIBILITIES

A. Scope of Work. Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order.

B. Changes. Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company.

C. Customer's Responsibilities. Customer agrees to provide all assistance and cooperation to Company in order to complete the project.

Company shall not be deemed in breach of this Agreement, for Change Order.
(i) All of Company's time frames shall be extended as necessary.
(ii) Customer shall continue to make timely payments to Company.

3. WEB SITE DESIGN

A. Design. The design of the Web Site shall be strictly followed with the material provided to Company by Customer.

B. Coordination Steps. Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Order. Customer is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Web Site during Construction. Throughout the development of final Web Site, the Web Site shall be accessible to Customer through the demo server. Until Customer has approved the final Web Site, none of the Web Pages for Customer's Web Site will be accessible to end users.

D. Completion Date. Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply data within 1 week of the date of the Order unless otherwise noted. If Customer has not submitted required data within 2 weeks after the Order, an additional continuation fee of ten percent (10%) of the total Order price will also be assessed each month until the Web Site is published.

4. MAINTENANCE

This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased.

5. PAYMENT TERMS

A. Development Fee. The total price for all of the work set forth in the Agreement. And 50% advance upon project acceptance. Final payment after 10 days of completion.

B. Change order. Any new module to the requirements will be taken as a new request and will be charged additionally.

C. Project Abandonment. If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of 3 months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.

6. INDEMNIFICATION

A. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that offend one or more patents, copyrights, trademarks,server logins or other intellectual property rights, privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to the deliverables, other than Customer's responsibilities and Customer Content. This indemnification shall include attorney's fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company's total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.

B. Customer Indemnity. Customer shall indemnify and hold harmless Company from any and all claims, damages, liabilities, costs, and incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from

7. CONFIDENTIALITY

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence.

8. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

9. DISPUTES

Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation.

10. READ AND UNDERSTOOD

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.