Terms and Conditions
1. Time for Payment
Payment is due at each milestone due date as noted in the Production Schedule.
All invoices for Billable Expenses are payable within thirty (30) days of receipt. A 1.5% monthly service charge is payable on all overdue balances of milestone payments and Billable Expenses. NYDL retains all rights to all intermediate deliverables submitted at each
milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses.
2. Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.
4. Billable Expenses
The Client shall reimburse NYDL for all direct and indirect Billable Expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or voice talent, software or run-time license costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, and storage media expenses. The markup charged by NYDL for supervisory and handling time on all Billable expenses shall be Twenty (20) percent of the Billable Expenses incurred. The Client shall advance US$ to NYDL upon the acceptance of the Site Design for payment of said Billable Expenses.
5. Client's Alterations
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of NYDL.
Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance of the Site Design. Any changes and additions not due to the fault of NYDL and requested by the Client before the approval of one of the Site Designs are not considered Client's Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client's Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer NYDL the first opportunity to make any changes.
6. Developer's Guarantee for Program Use
NYDL guarantees to notify the Client of any licensing and/or permission required for art-generating or electronic commerce or other proprietary programs to be used in the Client's website.
7. Warranty Period
NYDL agrees to ensure the web site retains all its functionality and conforms to the specifications during the Warranty period of 30 days after delivered final version.
After the expiration of the Warranty Period, agrees to provide the Client with reasonable technical support and assistance for the Client to maintain and update the site on the Internet, Intranet, or Extranet for an annual fee of US$ 100.00 for a period of 1 years after the last day of the Warranty Period payable thirty (30) days prior to the commencement date of each year of the Maintenance Period. Such support and assistance shall not be provided for the development of enhancements to the originally contracted project. Site maintenance and updates performed by NYDL shall be governed by separate Website Design and Maintenance Agreements between NYDL and the Client.
9. Confidential Information
NYDL acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to NYDL or developed by NYDL in the course of developing the site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of NYDL.
10. Return of Source Information
Upon the Client's acceptance of the Final Version, or upon the cancellation of the project, NYDL shall provide the Client with all copies and originals of the source materials provided to NYDL by the Client.
11. Ownership of Copyright
The Client acknowledges and agrees that NYDL retains all rights to copyright in the subject material, except as noted here:
12. Ownership and Return of Artwork
NYDL retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of NYDL ownership of the art subject to this agreement because of any change or evolution of the laws. The Client will return all artwork submitted to the Client by NYDL within thirty (30) days of submission.
13. Progress Reports
NYDL shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site. NYDL shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may delay the submission of any milestone deliverables by more than calendar days.
The Client may declare the Cancellation, the cancellation fee shall be fifty percent (50%) of the balance of Total payments. If the cancellation is after the delivery of the Beta Version, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by NYDL or that NYDL is liable to pay for shall be paid by the Client in full. In the event of cancellation, NYDL retains ownership of all copyrights and any original artwork.
15. Credit Lines
NYDL shall be given credit on all floppy disks, tapes, documentation, packaging used to distribute copies of the site contents subject to this agreement. NYDL shall also have the right to receive credit or copyright notice on any site document, program script, or artwork developed subject to this agreement. The size of all visible NYDL credits or copyright notices on any given document shall not exceed 100 by 75 pixels, except on one document where it can be as large as 200 by 100 pixels.
16. Alterations and Additions to Website
If the Client wishes to modify or enhance the site, NYDL shall be given first option to provide an offer to perform such modifications or enhancements. Any alteration of any original art (color shift, mirroring, flopping, combination cut and paste, deletion, etc.), of page designs, HTML scripts, and interactivity scripts, etc. by entities other than NYDL are subject to the explicit permission of NYDL. Unauthorized alterations or additions to the website or to any intermediary deliverables shall be billed to the Client as if NYDL had rendered these alteration or addition services, and the Client is responsible to pay such invoices in full.
17. Copy Protection
The Client must protect all final art which is the subject of this agreement against duplication and alteration.
18. Other Operating Systems Conversions
NYDL shall be given first option at compiling the website for operating or hardware or browsing systems beyond those stated herein in the Assignment Description.
19. Unauthorized Use and Program Licenses
The Client will indemnify NYDL against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of programs that require such payments.
20. Warranty of Originality
NYDL warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or ,if previously published, that consent to use has been obtained on an unlimited basis; that NYDL has full authority to make this agreement; and that the work prepared by NYDL does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of NYDL product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT's USE OF NYDL PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
21. Limitation of Liability
Client agrees that it shall not hold NYDL or its agents or employees liable for any incidental or consequential damages which arise from NYDL failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of NYDL or a third party. Furthermore, NYDL disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
22. Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoices may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
23. Dispute Resolution
Any disputes in excess of one thousand (1000) US dollars arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award of judgment in favor of NYDL.
24. Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms.
25. Subject to changed notifications.
This terms and conditions subject to changed without notice by each client or each contract.