Use of Korber Group's Service constitutes acceptance and agreement to Korber Group's Website Development Terms of Service (TOS).
Korber Group Inc. strives to deliver the highest quality work with outstanding customer services. This document is a legal binding contract between any person or company ordering the services of Korber Group Inc. herein referred to as the “Client,” and Korber Group Inc. , herein referred to as the “Developer” or “ Korber Group Inc. ” The payment of initial deposit indicated on the invoice constitutes the order and use of the Korber Group's services and acceptance of the terms and conditions set forth herein.
This contract defines the “Custom Website” to be made by the Developer for the Client, as specified in the invoice. For all intents and purposes the “Custom Website” is the same as a “Website” and “Site” . The custom Website also includes any and all files to be included in the Website as detailed within this document. This contract might be used in conjunction with the Website Planning Worksheet.
Authorization. The Client is engaging the Developer, a sole proprietor, located at 262 Calle Fortaleza, San Juan, PR 00901 as an independent contractor for the specific project of developing and/or improving a Website to be installed on the Client's disk space on a web hosting service's server. The Client hereby authorizes Korber Group Inc. to access this account, and authorizes the web hosting service to provide Korber Group Inc. with "write permission" for the Client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes Korber Group Inc. to publicize their completed Website to Web search engines, as well as other Web directories and indexes.
Website Scope. The price agreed upon for the Custom Website to be done by Korber Group Inc. only includes the specifications as described in the invoice and the Website Planning Worksheet, if such Website Planning Worksheet was created and signed by both the Client and the Developer. The content of the webpages will be supplied by the Client and executed as specified in this contract.
Additional Services. Both Client and Developer agree that any services beyond the scope of this contract will be independently accessed and and discussed with the Client prior to implementation. Any additional fees have to be approved by the Client, before commencing the services incurring such fees.
Additional Fees. Both Client and Developer agree that site hosting, domain name rights and acquisition, and any other fees not outlined in this contract will be independently assessed and billed separately.
Additional Fees Payment. The Client agrees to pay Developer any additional fees, that were approved by the Client, according to the payment schedule approved by the Client for such fees.
Client supplied TEXT materials acceptable formats – all text materials have to be delivered in electronic format as editable text files. Acceptable file formats include: MS Word documents (extension doc) or rich text format files (extension rtf). All text has to be delivered with clearly formated or described headers, sub headers, paragraphs, lists, tables and content to be emphasized. The text formating on the webpage will be applied according to delivered documents. If re-typing from printed materials or read-only electronic materials is necessary it might be contracted as a separate service.
Client supplied PHOTOGRAPHS & GRAPHIC materials acceptable formats – all photographs and other graphic materials materials have to be delivered in electronic format. Acceptable file formats include: jpg, gif, png, bmp for bitmap images or eps for vector images. The maximum accepted file size if 50MB. All images delivered by the Client will be resized to the Website design requirements and placed as delivered with no additional correction. If photo manipulation of correction services are required, it might be contracted as a separate service. Files delivered in other formats than listed above or or files of larger than accepted size may be subject to additional fees.
Client supplied materials delivery options - acceptable form of delivery of all text, photography and graphic materials supplied by the Client include:
Upload to Korber Group Server Inc. via Content Prototype Module (recommended) Readability of all the files has to be confirmed by Korber Group Inc. via e-mail to deem delivery completed.
CD/DVD/USB flash drive – all files have to be placed in the appropriate folders. Folder names have to correspond with the names of the web pages where their content should be placed. Readability of the media has to be confirmed by Korber Group Inc. via e-mail to deem delivery completed.
E-mail Delivery – Each set of files have to be send in separate e-mail with the name of the web page where they should be placed as a subject line. Every e-mail has to be confirmed by Korber Group Inc. as received with reply e-mail to deem delivery completed.
Completion Timeline. Korber Group Inc. and the Client must work together to complete the Website in a timely manner. Korber Group Inc. offers expedited Website development at the additional fee of 25% of the agreed Custom Website Development fee.
If the Client does not supply Korber Group Inc. complete text and graphics content all webpages contracted for within six weeks of the date the services were ordered, the entire amount of the contract becomes due and payable. If the Client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the Website's public launch.
If the Client does not complete a revision or approval at any stage within six weeks of the date of presenting materials for approval or revision, the entire amount of the contract becomes due and payable. If the Client does not complete a revision or approval at any stage within two months of presenting materials for approval or revision, an additional continuation fee of 10% of the total contract price will also be assessed each month until the Website's public launch.
Payment of Fees. Unless specifically agreed in writing otherwise, fees to Korber Group Inc. are due and payable on the following schedule:
50% upon ordering of the services, before commencing of any work.
50% upon Client's final website approval before public launch of the Website
or when the entire amount of the contract becomes due and payable
In case the Client has not secured web space on a web hosting service by the time the webpages are completed, the webpages may be delivered to the Client via download from Developers Server. Submitting the pages to Web search engines occur only after the final payment is made and Website is available on the hosting server. All payments will be made in US funds. Korber Group Inc. accepts Visa and Master Card credit cards with additional 5% fee of charged amount to cover the processing fees.
Ownership Until Payment in Full. The Developer retains full ownership of intellectual property and copyright on all material contained within the Website except that material that was directly contributed by the Client until such time as the total Custom Website Development Fee and any other financial obligations are paid in full to the Developer. After full payment is made the Client then receives license to use the Developer's work. The Developer retains all copyright of all Developer's work on the Site but may agree to additional licensing of Developer's work for additional compensation. This agreement must be made in writing and signed by both parties in agreement and included as an addendum of this contract.
Copyright to the Website. Copyright to the finished assembled work of webpages produced by Korber Group Inc. is owned by Korber Group Inc. Upon final payment of this contract, the Client is assigned rights to use as a Website the design, graphics, and text contained in the finished assembled Website The Client agrees that any work defined in this contract created by the Developer is only for usage on the Client's Website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Additional licensing of Copyrighted work for use of the Developer’s work may be purchased upon request.
Exposition of Design Work. Korber Group Inc. and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. The Client agrees that the Developer may put a hyperlinks from the Developer’s site to the Client’s Website as long as any part of the work created by the Developer appears on the Client’s Website. The Client agrees that to keep the hyperlinks back to the Developer's current Website on all the web pages that contain any part of the work created by the Developer . The hyperlinks has to be legible and with the “rel” attribute set to "follow". The Clients agrees to remove any hyperlinks and references to the Developer upon Developer's requests to do so.
Assignment of Project / Third Party Contracts. Korber Group Inc. reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer is authorized to enter into contracts with third parties to carry out the purposes of this agreement, and the Developer shall be primarily liable to those parties for payment due hereunder. The Developer shall exert a good faith effort to prevent any loss to the Client resulting from failure of proper performance by those third parties, but the Developer shall not be liable to the Client by reason of any default of those third parties or other parties who are not the Developer’s employees.
Web Hosting. The Client understands that any web hosting services require a separate contract with a web hosting service. Korber Group Inc. Offers hosting and domain name registration services. However if the Client chooses a different hosting service provider, the Client agrees to select a web hosting service that is suitable for the Website developed for the Client and which allows Korber Group Inc. full access to the Website and a cgi-bin directory via FTP and telnet. Korber Group Inc. will present the list of requirements for hosting service to the Client, but the Client is responsible for ensuring the appropriate hosting service and completion of any necessary server set up and providing Korber Group Inc. with server access instructions. Korber Group Inc. may represent the Client in the process of hosting service set up with another provide, however it will incur additional fees. If the website is initially hosted with Korber Group Inc. the Website Development fees indicated in this contract do no include transferring of the website to another hosting provider at the later date. If the Client requests the website transfer to another hosting server, Korber Group Inc. will provide the Client with the server access necessary to complete such transfer. Korber Group Inc. may transfer the website to another hosting server, however it will be contracted and billed separately. The Client understands that certain website modules, where indicated, may be use only on the server provided by Korber Group and are untransferable.
Copyright of Text, Images and other Materials and Trademarks. The Client represents to Korber Group Inc. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork submitted to Korber Group Inc. for inclusion in webpages 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 Korber Group Inc. and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. It is the Client's responsibility to own the full copyright of such materials or obtain proper permission from the copyright owner(s) for use of such materials. The Client indemnifies the Korber Group Inc. , its employees and its subcontractors holds him/her/them harmless against any claims of libel, copyright, or trademark infringement brought against the Developer with respect to your use of those materials.
Laws Affecting Electronic Communication. The Client agrees that the Client is solely responsible for complying with any laws, and will hold harmless, protect, and defend Korber Group Inc., its employees and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Electronic Communication and use of the Website.
Payment of fees. Unless specified otherwise all invoices for Korber Group's services are due upon receipt. Delinquent bills will be assessed a $15 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 5% penalty will be added for each month of delinquency. Korber Group Inc. reserves the right to remove webpages from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. Regardless of the place ordering of the services, the Client agrees that for purposes of venue, this contract was entered into in San Juan, Puerto Rico, and any dispute will be litigated or arbitrated in San Juan, Puerto Rico.
Sole Agreement. The agreement contained in this "Website Development Terms of Service" constitutes the sole agreement between Korber Group Inc. and the Client regarding this Website. Any additional work not specified in the initial invoice must be authorized by a written change order.
Initial Payment and Refund Policy.
There will be no refund to the Client of any money paid to the Developer unless, the Client halts work and applies by registered letter for a refund within 30 days, to the Owner of the Korber Group Inc. , P.O. Box 9023364, San Juan, PR 00902-3364, phone (787) 590-6191, work completed shall be billed at the regular hourly rate and deducted from the initial payment, 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 stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.
Termination of Contract. Either the Developer or Client may terminate this contract by giving written notice to the other party. If notice of termination is given by the Client, the Developer shall not commence new work, but shall complete any work previously, approved by the Client and the Client shall be responsible for and shall pay within 30 days of invoice all fees for such work and for any third-party obligations incurred by the Developer on the Client’s behalf prior to termination. If notice of termination is given by the Developer, the Client shall have the option of electing to have the Developer complete any work previously approved by the Client and the Client shall be responsible for and shall pay within 30 days of invoice all fees for any work completed by the Developer for the Client and for any third-party obligations incurred by the Developer on the Client’s behalf prior to termination.
Modification of Contract This contract shall not be modified unless done in writing and signed by both the respective Client and Developer. The failure of either the Developer or the Client to object to or take affirmative action with respect to any transgressions of this Agreement shall not be construed as a waiver of either party’s rights to take such affirmative action.
Indemnity. It is agreed that the Client will indemnify, defend and hold harmless Developer from any claims, liability, damages or expenses including attorney and legal fees that occur as a result of improper use of any and all materials supplied by the Client to the Developer for use on the Site not excluding products shown, referred to, being sold and/or advertised on the Site. It is agreed that the Client holds sole liability with regards to the safety and truth of the services and/or products being sold or represented by the Site. The Client represents and warrants that it has obtained, at it’s sole cost and expenses all rights, grants, assignments, conveyances, licenses, privileges, permissions and authorizations necessary or incidental to any printed, visual, audio materials supplied by the Client for incorporation in the Site. The Developer does not warrant that the functions contained in these webpages or the Internet website will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will Korber Group Inc. be liable to the client or any third party for any damages, including, but not limited to, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if Korber Group Inc. has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. It is agreed the Client may not sue or bring any legal actions against the Developer after the Developer has received the total amount from the Client as defined in this contract.
DISCLAIMER: THE DEVELOPER IS NOT ASSERTING THE OWNERSHIP OF ANYTHING ON THE CLIENT’S SITE. THE DEVELOPER’S WORK IS “AS IS”. THE DEVELOPER CANNOT GUARANTEE THE SITE WILL GENERATE BUSINESS OR GET ANY NUMBER OF “HITS” OR VISITORS TO THE SITE. THE DEVELOPER IS NOT LEGALLY OR OTHERWISE RESPONSIBLE FOR THE SITE IF IT VIOLATES OR DOES NOT COMPLY WITH ANY UNITED STATES OR INTERNATIONAL LAWS, PROTECTION ACTS, COPYRIGHT LAWS, TRADEMARK LAWS, INTERNET LAWS, WORLD WIDE WEB LAWS OR FCC LAWS. THE DEVELOPER IS NOT RESPONSIBLE FOR WHAT THE CLIENT DOES WITH ANY INFORMATION COLLECTED FROM THE SITE. THE DEVELOPER IS NOT RESPONSIBLE FOR ANY TRADEMARK INFRINGEMENTS CONTAINED IN “KEYWORDS” OR “META” TAGS. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND WHAT SO EVER.
Last updated January 21, 2010