rules for using the website and contracts for commissions
TJB PHOTO reserve the right to modify these Terms of Use without notice and any modifications are effective when they are posted here. TJB PHOTO may, at any time, in its discretion terminate your access to this web site. Access to the Web site may be monitored by TJB PHOTO. If you are accessing this web site as a representative of an organization, these terms and conditions bind both you individually and the organization and references to "you" and "your" shall be construed to apply to you individually and the organization.
While TJB PHOTO maintain copyright protection in all materials, information and publications (collectively, "Web site information") they place on this web site, we do consent to normal downloading, copying and distribution of the information for non-commercial purposes by you or anybody within your organization only. In consideration of this consent, you agree that copies of the web site information will retain all copyright and other proprietary notices and that you will not modify the web site information in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, or distribute any web site information, in whole or in part, without the prior written consent of Terence Bridge of TJB PHOTO.
As a condition of your use of this web site, you will not use the web site or the web site information for any purpose that is unlawful or prohibited by these terms and conditions. You will not use this web site in any manner that could damage, disable, overload or impair the operation of this web site or use by third parties.
You will not use bad language, language that is defamatory to any persons living or dead on any comment board or form or any discussion board contained on this website. The remarks will be deleted and the offenders IP address will be excluded from the site.
You may link to the TJB PHOTO home page at https://tjbphoto.co.uk/home, but are not authorized to link to any other page on the TJB PHOTO web site without the prior express written consent of Terence Bridge of TJB PHOTO provided that we reserve the right to withdraw this consent at any time in our discretion. You may not use any of TJB PHOTO proprietary logos, marks, or other distinctive graphics, video, or audio material in your links.
Use of website links.
You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by TJB PHOTO; 2) cause confusion, mistake, or deception; 3) dilute TJB PHOTO trademarks, service marks or trade names; or 4) otherwise violate applicable law.
Web site information may refer to products, programs or services that are not available in your country. Contact your TJB PHOTO representative for information about the products, programs and services that may be available to you.
The contracts layed out below are representative of contracts the client will be asked to sign. Whilst these contracts may represent our determination at the time of tender we reserve the right to make any changes prior to signing.
In the event of prices differing on this website, the prices at https://tjbphoto.co.uk/home/prices/photography-prices will prevail.
TJB PHOTO INFORMATION
Developer's name |
Website or CMS |
Final price agreed |
Management |
YES or NO |
YES - Final price agreed |
SEO |
TJB PHOTO / 3rd party 3rd Party only |
YES - Final price agreed YES - Developer must be engaged at start of contract. |
* All elements of contract may be engaged by email to terry@tjbphoto.co.uk
** TJB Photo reserves the right to change the prices on the pages https://tjbphoto.co.uk/home/prices/website-prices,
https://tjbphoto.co.uk/home/prices/photography-prices,
https://tjbphoto.co.uk/home/prices/course-prices,
without notice but will not change any pricing during contract stage.
CLIENT INFORMATION
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It is understood that THE SITE shall mean the website or CMS that has been contracted by the client.
The client shall mean the purchaser of THE SITE or their agents.
It is understood that THE SITE by TJB Photo is the exclusive services requested on this contract. The word “ photographer “ in the following document shall mean TJB Photo.
It is understood that the words " designer " and " developer " shall mean TJB Photo
TJB Photo reserves the right to use edited images and/or reproductions for advertising only of it's product, not restricted to use on the web, Facebook and other social media, business cards, or posters.
TJB Photo reserves the right of use of any software, 3rd party specialist or framework outside the contract to produce an agreed website or CMS that satisfies the terms of the contract. Clients to receive receipts.
No part of any order will be delivered until the fee is paid in full or in agreed sections of the works.
TJB Photo will inform the client when he considers final publishing and end of contract is achieved.
Further works to the site following completion publishing will be priced as published prices on this website where this is feasible, however some pricing may have to be on a daywork basis.
Client will receive pages on digital download for agreement to publish on the net.
The CMS website and data will be backed up every week. TJB Photo cannot be held responsible if the server host, backup software or cloud host should discontinue service for whatever reason.
Client understands that if a photographer from TJB Photo is used, then the prices to be used will be from the photography pages of this website. If a photographer cannot be assigned for these prices, then the client must agree to compensate TJB Photo for the shortfall. TJB Photo will do everything in its power to ensure the 3rd party photographer meets the TJB Photo price structure.
Client understands that when publishing photos on websites, i.e. personal website, Facebook, etc., client will not edit the photos in any way, i.e. editing the watermark, cropping, filters, etc.
Client is responsible for making a backup of all photos from the digital download. Photographer will make every attempt to keep archival copies of photos but does not guarantee that they will be retained indefinitely. Backup copies are for client use only and may not be distributed to others.
Client shall assist and cooperate with Photographer in order to fulfil this contract. Photographer shall not be responsible for photographs not taken as a result of Client’s failure to provide reasonable assistance or cooperation. Client will be respectful to Photographer and all parties being photographed. Photographer has the right to end the session, without refund, if there is a lack of cooperation or respect.
Client will not hold Photographer or the owner of the property liable for any injury that may occur during the session.
TJB Photo will not be held responsible for any costs arising from clients' misuse of the website, nor any interruption of service due to viruses out of our control nor force majeure.
The charges in this Contract are based on TJB Photo Standard Price List. This price list is adjusted periodically and future orders shall be charged at the prices in effect at the time the order is placed.
In the event TJB Photo files suit to enforce any term or condition herein, TJB Photo is entitled to expenses of litigation, including reasonable attorney fees.
It is understood that outside of published photography prices, the developer price for daywork will be €25 per hour with a minimum of €150 for that day.
NOTICE OF COPYRIGHT: When all agreed fees have been paid and THE SITE is published, the client will retain the copyright.
CLIENT INFORMATION |
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Today’s Date |
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Would you like your gallery private? |
YES |
NO If yes, provide password: |
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Do you want any sneak peeks on social sites? |
YES |
NO *You may tag, share & repost images featured on our Facebook, though we ask that you credit us for our work and do not edit original images in any way. |
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TJB PHOTO INFORMATION |
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TJB Photo |
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Photographer |
Today’s Date |
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Address |
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Apt/Unit # |
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Phone +30 698 771 2237 |
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E-mail Address admin@tjbphoto.co.uk |
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PURCHASED PACKAGE | PRICE & CONTENT AGREEMENT (INCLUDE ADDITIONS & ALTERED AGREEMENTS) |
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Special Requests or Additions (+ Cost): |
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It is understood that Photography by TJB Photo is the exclusive, official photographer retained to perform photographic services requested on this contract. The word “ photographer “ in the following document shall mean TJB Photo.
Photographer reserves the right to use negatives, RAW images, edited images and/or reproductions for advertising, display, publication or other purposes, not restricted to use on the web, Facebook, business cards, or posters.
No part of any order will be delivered until the fee is paid in full. Any prints required as part of an order will not be ordered until payment for said prints is paid in full. We have a money back policy if client is not satisfied with order when received.
If the fee is not paid in full by 30 days from completion of shoot, TJB Photo will instigate legal proceedings in an attempt to get the monies due from the shoot. If the client cannot be pursued in this manner, all digital material from the shoot will be destroyed.
Photographer retains the right to edit the photographs and omit any image. It is understood that Photographer will not deliver every exposure taken. Client agrees to abide by Photographer’s editing decisions.
Client will receive photos on digital download with print release if requested. Digital download includes images for printing and may be used on the web, Facebook, or email.
Client understands that when publishing photos on websites, i.e. personal website, Facebook, etc., client will not edit the photos in any way, i.e. editing the watermark, cropping, filters, etc.
Client is responsible for making a backup of all photos from the digital download. Photographer will make every attempt to keep archival copies of photos but does not guarantee that they will be retained indefinitely. Backup copies are for client use only and may not be distributed to others.
Client shall assist and cooperate with Photographer in order to fulfil this contract. Photographer shall not be responsible for photographs not taken as a result of Client’s failure to provide reasonable assistance or cooperation. Client will be respectful to Photographer and all parties being photographed. Photographer has the right to end the session, without refund, if there is a lack of cooperation or respect.
Client will not hold Photographer or the owner of the property liable for any injury that may occur during the session.
The charges in this Contract are based on TJB Photo Standard Price List. This price list is adjusted periodically and future orders shall be charged at the prices in effect at the time the order is placed.
In the event Photographer files suit to enforce any term or condition herein, Photographer is entitled to expenses of litigation, including reasonable attorney fees.
NOTICE OF COPYRIGHT: It is ILLEGAL to copy or reproduce these photographs without Photographer’s permission, and violators of Law will be subject to its civil and criminal penalties.
Photographer retains copyright to the photographs. Printing and/or distribution rights granted as noted below.
All retainers and payments are non-refundable except in circumstances noted above.
This Contract incorporates the entire understanding of the parties. Modification to this Contract must be in writing and signed by both parties.
If at any time the client is uncomfortable with a photo, the client may always request the original, unretouched photo to determine if the photo ethically and accurately represents the subject. It is the responsibility of the client and only the client to ensure that the photo is an accurate representation of the subject.
This unedited photograph or photographs may not be edited in any way by either the client or his 3rd party. TJB Photo will charge an additional fee of €40 for this work.
Scope of Services
TJB PHOTO reserves the right to send any of its photographers or sublicensed photographers to complete the work contracted with the client. However all photos must meet the company standards, By contracting for a shoot with TJB PHOTO, you agree that TJB PHOTO retains all ownership rights to the photos taken and may use the photos on its website, to advertise its services, or for any other means. TJB PHOTO grants the rights to real estate agents contracting its services to use the photos taken during a shoot in connection with selling the home (show on MLS, your website, etc).
The final fee on page one consists of the following rates.
Event Photography Shoot
Fees for one photographer.
First hour €150
Every hour after €100
Portrait Photography Shoot
One hour €150
Two hours €250
Professional Headshoots
Single - €135 per hour
Groups of 5 to 10 - €155 per hour or parts thereof.
Groups of 10+ - €195 per hour or parts thereof
Photographer understands weather, illness, or other reasons may cause Client to reschedule a session. Client will not be charged a penalty rescheduling a session provided at least a 24 hrs notice is given. Client may reschedule the session, at the convenience of Photographer, without being charged a fee. No show or rescheduling within 24 hours will incur a €50 rescheduling fee at the discretion of Photographer. Photographer will make every effort to spend the necessary time, including on multiple days, at the convenience of Photographer. Photographer may reschedule without penalty. Photographer will make every effort to provide client with finished product after 48 hrs from shoot day. TJB Photo cannot guarantee this timescale.
TJB Photo do not price real estate shoots by the square metre but TJB Photo do recognise that some properties can be very large. Therefore properties over 300m2 but under 600m2 not including balconies or verandahs, €50 will be added to the fee. For properties above 600m2 TJB PHOTO will negotiate a shoot rate.
I, HAVING AGREED TO ACT AS A MODEL, HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING AND/OR VOLUNTEERING IN THIS ACTIVITY OR EVENT, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the persons or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault.
I certify that I am physically fit, have sufficiently prepared or trained for participation in the activity or event, and have not been advised to not participate by a qualified medical professional. I certify that there are no health-related reasons or problems, which preclude my participation in this activity or event. I acknowledge that this Accident Waiver and Release of Liability Form will be used by the event holders, sponsors, and organizers of the activity or event in which I may participate, and that it will govern my actions and responsibilities at said activity or event. In consideration of my application and permitting me to participate in this event, I hereby take action for myself, my executors, administrators, heirs, next of kin, successors, and assigns as follows:
i. I WAIVE, RELEASE, AND DISCHARGE from any and all liability, including but not limited to, liability arising from the ordinary negligence of the provider or fault of the entities or persons released, for my death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to me including my traveling to and from this event, THE FOLLOWING ENTITIES OR PERSONS: TJB Photo and/or their owners, directors, officers, employees, volunteers, representatives, insurance carrier, and agents, the activity or event holders, activity or event sponsors, activity or event volunteers;
ii. I INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in the above paragraph from any and all liabilities or claims made as a result of participation in this activity or event, whether caused by the negligence of such entities or persons or otherwise.
iii. I acknowledge that Photography by TJB Photo and their owners, directors, officers, employees, volunteers, representatives, insurance carrier, and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific event or activity on behalf of TJB Photo.
iv. I acknowledge that this activity or event may involve physical activity, and may carry with it the potential for death, serious injury, and property loss. I hereby consent to receive medical treatment, which may be deemed advisable in the event of injury, accident, and/or illness during this activity or event.
v. I understand that at this event or related activities, I may be photographed.
vi. I acknowledge that flash photography or strobe lights may be used during this event or activity.
vii. I agree to allow my photo, video, or film likeness to be used for legitimate purpose by the event holders, producers, sponsors, organizers, and assigns. The accident waiver and release of liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.
viii. I CERTIFY THAT I HAVE READ THIS DOCUMENT AND I FULLY UNDERSTAND ITS CONTENT. I AM AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT AND I SIGN IT OF MY OWN FREE WILL.
PARENT/GUARDIAN WAIVER FOR MINORS (Under 18 years old):
The undersigned parent and natural guardian does hereby represent that he/she is, in fact, acting in such capacity, has consented to his/her child or ward’s participation in the activity or event, and has agreed individually and on behalf of the child or ward, to the terms of the accident waver and release of liability set forth above. The undersigned parent or guardian further agrees to save and hold harmless and indemnify each and all of the parties referred to above from all liability, loss, cost, claim, or damage whatsoever which may be imposed upon said parties because of any defect in or lack of such capacity to so act and release said parties on behalf of the minor and the parents or legal guardian.
NAME ________________________________________ SIGNED _______________________________________
GUARDIAN ___________________________________ SIGNED _______________________________________
TRAVEL
Travel within the area is included in the session fee. A travel fee for sessions outside of city may be added to the cost of the contract. Travel fees are included in the fee up to 25 Km from TJB Photo home office. After this distance additional travel fees will be charged at €0.20 per kilometer.
Client may not reproduce the files in any way. Additional copies may be purchased for a fee. The files only for the owner (the paying client) to print photographs (as noted in the release). Client may not edit the photographs in any way. This includes, but is not limited to, removal of watermarks, cropping, or using filters. Printed photograph quality will depend on where it is printed. Only prints printed through Photographer will be guaranteed for color and quality. Client may print images at the professional photo lab of choice (excluding one-hour labs at super markets and pharmacies).
If included, files in the “web” folder or with “web” in the name are resized and sharpened for web viewing (i.e. Facebook, Flickr, Blogger). These files are watermarked and should be used. Client should not print these files. These files should be used on the Internet (web, Facebook, e-mail, etc.).
Photographs may be used for advertisement (modeling, head shots, etc.) for an additional fee. Credit to “TJB Photo” must be given for the photograph. Photographs may not be entered in photo contests without expressed permission from Photographer. An additional fee may be required for use.
Digital file downloads will be removed after thirty (30) days. A fee of €40 will be charged to repost digital file downloads.
SIGNED
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NAME Terence Bridge |
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TJB PHOTO ( CRETE ) |
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Contact https.tjbphoto.co.uk
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We thank you for selecting TJB Photo as your photographers for this special occasion. We have a few recommendations that will help ensure you get the most out of your session.
Please show up promptly at the designated time. Many times, sessions may be scheduled after yours. Arriving late may cut into the time devoted to your session. For most sessions, it is best to arrive 10 minutes early.
If the session includes photographing real estate. Please ensure that all areas to be photographed are clean and tidy with all crockery back in cupboards, no soap or towels on show anywhere, no clothes laying on beds, toilet lids down, dining tables may be set. Or client can request the Premium package where TJB Photo prepares the rooms.
Please leave your cameras and cell phones in the car. Your session will go much easier without the distraction of other cameras or the need to answer a cell phone. We reserve the right to ask you to put away cameras and cell phones.
Please let family and friends know they should not attend the session. The photography session is not meant to be a family reunion or meet and greet with others who are not part of the session. We would love to photograph your entire family too, but please schedule a separate session.
For all sessions (but especially children and pets), cameras, cell phones and other people are distractions, which may affect the attention of those, being photographed.
If you feel we did a great job photographing, please give us a like on Facebook and/or Twitter. We hope that you enjoyed working with us as much as we did with you.
THIS AGREEMENT is made and entered into as of this [date] (the “Effective Date”) by and between TJBPhoto ( DEVELOPER ) and AN Other, thereafter called COMPANY, whereas, COMPANY desires to engage DEVELOPER to develop, create, test, and deliver a Web Site to be known as "THE WEBSITE” as a work made for hire and to house the Web Site on DEVELOPER’s Web Server and make the Web Site available for browsing on the Internet; and WHEREAS, DEVELOPER is interested in undertaking such work; and WHEREAS, COMPANY and DEVELOPER mutually desire to set forth the terms applicable to such work;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, COMPANY and DEVELOPER, intending to be legally bound, hereby agree as follows:
1. Developer Responsibilities A. Scope of Work COMPANY hereby retains the services of DEVELOPER to design, develop and host a Web Site and Intranet (collectively the “Web Site”) for COMPANY in accordance with the proposal submitted by DEVELOPER to COMPANY dated [date] (the “Proposal”), a copy of which is attached hereto as Exhibit A and the terms of which are expressly incorporated herein by reference.
B. Schedule The “Schedule” for the development of COMPANY Web Site and Intranet is attached hereto as Exhibit B.
C. Changes Changes to this Agreement or to any of the specifications of the Web Site or Intranet in any of the specifications thereof shall become effective only when a written change request is executed by the Executive Director of COMPANY and DEVELOPER. DEVELOPER agrees to notify COMPANY promptly of any factor, occurrence, or event coming to its attention that may affect DEVELOPER’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Schedule.
2. Web Site Design A. Design The design of COMPANY’s Web Site shall be in substantial conformity with the material provided to DEVELOPER by COMPANY. DEVELOPER shall develop COMPANY’s Web Site to project the highest professional image. DEVELOPER shall not include any of the following in the Web Site or in COMPANY’s directory on DEVELOPER’s Web Server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon-like graphics (unless provided by COMPANY); invisible text, text that is present only when a “webcrawler” or other web indexing tool accesses the Web Site, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
B. Materials Provided by COMPANY All materials to be supplied by COMPANY may be provided by email, pen drives, high value online transfer software, or via File Transfer Protocol (“FTP”). Files will be provided in HTML format, standard word processing Text format or, if images, as TIFF’s GIFF’S, JPEG’s or Photoshop files.
C. Specifications for Home Page COMPANY’s Web Site will consist of a Home Page or Landing page (the “first” page for the Web Site) that can be reached by typing one of the following Uniform Resource Locators (“URLs”) into a Web Browser. DEVELOPER will use its best efforts to register the “COMPANY.COM” domain name for the benefit of COMPANY (or such other name as may be registrable and acceptable to COMPANY) and will assign all rights thereto to COMPANY. COMPANY agrees to pay all registration fees associated with such registration. In addition to the foregoing, a database will be included of members in the licensing industry.
D. Accessibility Of Web Site During Construction. Throughout the construction of the prototype ie CAMPAIGN and the final Web Site, the Web Site shall be accessible to COMPANY. The developer will issue the user ID and password for the site. Until COMPANY has approved the final Web Site, none of the Web Pages for COMPANY’s Web Site will be accessible to end users for editing purposes unless the end users have entered the correct user id and password.
E. Project Planning Meetings After both parties have signed this Agreement, the parties shall meet at COMPANY or a mutually convenient location and at a mutually convenient date and time to discuss project planning. The parties shall endeavor to hold this meeting within one week after both parties have signed this Agreement.
F. Submission To Index Sites At the time that DEVELOPER conducts the first “walk through” of COMPANY’s final Web Site, DEVELOPER will register COMPANY’s URL with the following search engines: GOOGLE, BING. DEVELOPER will supply a list of other sites (up to 10 sites) with which COMPANY may also choose to register.
G. Delivery of Deliverables Upon COMPANY’s approval of its final Web Site, or upon termination of this Agreement, whichever occurs earlier, DEVELOPER shall deliver to COMPANY all Code, Documentation, reports and other materials developed by DEVELOPER in the course of its performance under this Agreement and any other items reasonably necessary for the operation of COMPANY’s Web Site (other than third party operating system software, third party networking software, Web Browsers and hardware) and all changes and enhancements thereto (the “Deliverables”).
Documentation shall be delivered in electronic format. Code shall be delivered in electronic format. The transfer of electronic materials shall be accomplished by high value online transfer or email inclusion or via File Transfer Protocol (“FTP”). Files will be provided in HTML format, standard word processing Text format or, if images, as TIFF’s GIFF’S, JPEG’s or Photoshop files. DEVELOPER shall maintain its back-ups and one set of the final materials provided to COMPANY for a period of six months after COMPANY’s approval of its final Web Site unless acting as MANAGEMENT of the web site to the COMPANY. If this Agreement is terminated prior to final approval, or at the expiration of this six month period, DEVELOPER will destroy all of its copies of COMPANY’s Web Site (including all back-ups thereof) and “wipe” all files constituting final or working copies of COMPANY’s Web Site unless in agreement with COMPANY and fees paid for, the DEVELOPER will keep a copy of the final web site.
H. Advertising Transaction Fees DEVELOPER agrees to assist COMPANY in the sale of any advertising and/or database searches or other programs to generate revenues from the use of the Web Site by third parties. In this regard, DEVELOPER will provide assistance in developing such programs for COMPANY. In such event, the parties agree to enter into good faith negotiations to reasonably compensate DEVELOPER for such services. The DEVELOPER will advertise his fees for such work
3. Web Site Hosting A. Server Hosting DEVELOPER agrees, at COMPANY’s option to take up payment of maintenance fees, to maintain COMPANY’s Web Site on DEVELOPER’s Web Server on a month to month basis, and to make maintenance modifications to COMPANY’s Web Site from time to time in accordance with COMPANY’s directions. Such modifications shall be implemented within five (5) business days of DEVELOPER’s receipt of COMPANY’s changes if the changes are easily implemented, and within ten (10) business days of DEVELOPER’s receipt of COMPANY’s changes if the changes are not easily implemented. As part of this service, DEVELOPER agrees to make COMPANY’s Web Site available to Internet users approximately 24 hours per day, to back-up COMPANY’s Web Site at least once every two weeks, and to store said back-up materials in a safe and secure environment, fit for the back-up media, and not located at the same location as DEVELOPER’s Web Server. Also as part of this service, DEVELOPER agrees to use its best efforts to ensure reasonable response times for users accessing COMPANY’s Web Site.
B. Back-Up Copies Upon notice from COMPANY not more often than once each month, and also in the event of COMPANY’s termination of its use of DEVELOPER’s Web Server as the host for COMPANY’s Web Site, DEVELOPER agrees to transfer a complete copy of COMPANY’s then-current Web Site, including all Code therefor, to COMPANY, said transfer to occur by File Transfer Protocol (“FTP”). Files will be provided in HTML format, standard word processing Text format or, if images, as TIFF’s GIFF’S, JPEG’s or Photoshop files. The transfer method will be selected by COMPANY in its discretion no later than 24 hours before the time the transfer is to take place. in the event such transfer results from COMPANY’s termination of its use of DEVELOPER’s Web Server as the host for COMPANY’s Web Site, DEVELOPER shall maintain one complete electronic version of COMPANY’s Web Site, including all Code therefor (and shall “ wipe” all other versions thereof off of its computers and media, including back-up copies), until COMPANY informs DEVELOPER in writing that the transferred files appear to be complete The six month period for the DEVELOPER to retain the copy will start from this date.
C. Transaction Logging During the time that COMPANY’s Web Site is located on DEVELOPER’s Web Server, and following completion of Web Site DEVELOPER will make available on a monthly basis and free of charge an analysis of COMPANY Web Site traffic, including source IP address, most commonly viewed pages and any other such data reasonably requested by COMPANY. DEVELOPER shall set aside a portion of its server, such portion only accessible by designated COMPANY staff or members, in which such analysis resides. The analysis may be viewed or printed out by COMPANY at its option. The analysis will be carried out by GOOGLE and QUANTCAST
4. Compensation A. Price for Web Site Creation The total price for all of the work set forth in the AGREEMENT (excluding the Server and Domain Hosting, MANAGEMENT fees and excluding post-approval modifications not implemented by COMPANY) shall be as set out on this website at the time and date of AGREEMENT (the “Development Fee”). When both parties have signed this AGREEMENT, COMPANY will forward to DEVELOPER the agreed fee as set out on this Web Site when the Web Site is operational in a form reasonably acceptable to COMPANY.
B. Price for Web Site Hosting The price for the Server Hosting shall be as set out on the "PRICES " page of this Web Site. Charges for postapproval modifications to COMPANY’s Web Site or changes or additions to the material on the Web Site (including the data base) shall be free if submitted to DEVELOPER by COMPANY as “ready to implement” HTML pages. The cost of Server Hosting shall not increase for a period of one year from the date of COMPANY’s acceptance of its final Web Site. The Hosting Fee shall be commence on the date the final Web Site is fully operational and accepted by COMPANY and future Hosting Fees shall be due and payable on subsequent monthly anniversary dates of such operational date.
C. Invoicing Thereafter, DEVELOPER shall invoice COMPANY on a calendar monthly basis for the amount of work done during the applicable period. All payments are due fifteen (15) days after receipt of a properly payable invoice. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved.
D. Expenses. The prices set forth above are inclusive of expenses. Except as expressly agreed otherwise in writing by COMPANY, DEVELOPER shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. COMPANY shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.
E. Links DEVELOPER may, with the prior express written approval of COMPANY, provide a link from the members-only section of COMPANY Web Site to a Marketplace area designated by DEVELOPER and acceptable to COMPANY. The purpose of the Marketplace area is to sell products or generate other on-line transactions. Revenues generated from COMPANY members in this area will be divided between DEVELOPER and COMPANY as mutually agreed to between the parties.
5. Confidentiality A. Confidentiality DEVELOPER shall treat this project as confidential. After COMPANY has approved its final Web Site, however, DEVELOPER may list COMPANY as a client of DEVELOPER and may include a link to COMPANY’s Web Site on DEVELOPER’s Web Site. DEVELOPER may not issue any press release that refers to DEVELOPER’s work for COMPANY unless COMPANY has previously approved the press release in writing, which approval may be withheld for any reason or for no reason at all.
B. No Confidential Information of DEVELOPER. It is understood and agreed that COMPANY does not wish to receive from DEVELOPER any confidential information of DEVELOPER or of any third party. DEVELOPER represents and warrants that any information provided to COMPANY in the course of entering into this Agreement or performing any work hereunder shall not be confidential or proprietary to DEVELOPER.
C. Confidential Information of COMPANY. From time to time COMPANY may provide its own confidential business and technical information to DEVELOPER in connection with the work to be performed by DEVELOPER hereunder. Such information shall be designated as confidential upon or prior to disclosure by COMPANY. In addition, the preparation and specifications of the Deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by COMPANY. DEVELOPER shall use its best efforts to prohibit any use or disclosure of COMPANY’s confidential information, except as necessary to perform work hereunder.
6. Ownership and Rights A. Ownership of Work Product by COMPANY Except as set forth below, all elements of all Deliverables shall be exclusively owned by COMPANY and shall be considered works made for hire by DEVELOPER for COMPANY. Except as set forth below, COMPANY shall exclusively own all UK and international copyrights and all other intellectual property rights in the Deliverables. It is understood and agreed that additional materials added to the Web Site in the future by DEVELOPER may belong exclusively to DEVELOPER however, the parties agree that the ownership of any such future materials will be mutually agreed to by the parties.
B. Vesting of Rights With the sole exception of any Preexisting Works identified in Section (C) hereof, DEVELOPER agrees to assign, and upon creation of each element of each Deliverable automatically assigns, to COMPANY, its successors and assigns, ownership of all UK and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part as a contingency against the possibility that any such element, by operation of law, may not be considered a work made for hire by DEVELOPER for COMPANY. From time to time upon COMPANY’s request, DEVELOPER and/or its personnel shall confirm Such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as COMPANY may request. COMPANY, its successors and assigns, shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portion(s) thereof
C. Preexisting Works. In the event that any portion of any Deliverable (including the entirety thereof) constitutes a preexisting work for which DEVELOPER cannot grant to COMPANY the rights set forth in sections (A) and (B) above, DEVELOPER shall specify below: (1) the nature of such preexisting work; (2) its owner; (3) any restrictions or royalty terms applicable to DEVELOPER’s or COMPANY’s use of such preexisting work or COMPANY’s exploitation of the Deliverable as a Derivative Work thereof; and (4) the source of DEVELOPER’s authority to employ the preexisting work in the preparation of the Deliverable. The works set forth above will be referred to as “Preexisting Works”. The only preexisting works that may be used in the construction of any Deliverable are the Preexisting Works specified above and any Preexisting Works that may be approved in writing by COMPANY prior to their use.
7. Indemnification/No Infringement.
A. In performing services under this Agreement, DEVELOPER agrees not to design, develop, or provide to COMPANY any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If DEVELOPER becomes aware of any such possible infringement in the course of performing any work hereunder, DEVELOPER shall immediately so notify COMPANY in writing. DEVELOPER agrees to indemnify, defend, and hold COMPANY, its officers, directors, members, employees, representatives, agents, 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 (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables. This indemnification shall include attorneys’ fees and expenses, unless DEVELOPER defends against the allegations using counsel reasonably acceptable to COMPANY. DEVELOPER’s total liability under this Agreement shall not exceed twice the amount of revenue derived by DEVELOPER under this AGREEMENT.
B. Agreements with Employees. No individuals or entities other than DEVELOPER and DEVELOPER’s employees and independent contractors shall undertake any work in connection with this Agreement. DEVELOPER shall obtain and maintain in effect written agreements with each of its employees who participate in any of DEVELOPER’s work hereunder. Such agreements shall contain terms sufficient for DEVELOPER to comply with all provisions of the Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements also shall impose an obligation of confidence on such employees with respect to COMPANY’s confidential information. It shall be sufficient compliance with this provision of the Agreement if each such employee reads this AGREEMENT and indicates their consent to abide by its terms by signing and dating this AGREEMENT or by initialing and dating this paragraph of this AGREEMENT. Nothing contained herein shall limit DEVELOPER’s ability or right to utilize independent contractors provided that such independent contractors agree to be bound by the terms of this Agreement.
8. Representations and Warranties. DEVELOPER makes the following representations and warranties for the benefit of COMPANY:
A. No Conflict. DEVELOPER represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by DEVELOPER under this Agreement. COMPANY understands that DEVELOPER is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with DEVELOPER’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the AGREEMENT.
B. Ownership Rights. DEVELOPER represents and warrants that (1) it is and will be the sole author of all works employed by DEVELOPER in preparing any and all Deliverables other than Preexisting Works; (2) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement; (3) all Deliverables other than Preexisting Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and (4) all Deliverables, including all Preexisting Works, do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against DEVELOPER (or, insofar as DEVELOPER is aware, against any entity from which DEVELOPER has obtained such rights).
C. Conformity, Performance, and Compliance DEVELOPER represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML 5 conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) DEVELOPER will perform all work called for by this AGREEMENT in compliance with applicable laws. DEVELOPER will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of COMPANY’s Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to COMPANY. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of DEVELOPER.
9. Term and Termination
A. Term of Agreement .This Agreement shall be effective as of the Effective Date and shall remain in force for a period of 20 years, unless otherwise terminated as provided herein. B. Termination of Work COMPANY may, at its sole option, terminate any or all work outstanding, or any portion thereof, immediately upon written notice. Upon receipt of notice of such termination, DEVELOPER shall inform COMPANY of the extent to which performance has been completed through such date, and collect and deliver to COMPANY whatever work product and Deliverables then exist in a manner prescribed by COMPANY. DEVELOPER shall be paid for all work performed through the date of receipt of notice of termination as specified herein. DEVELOPER may not terminate any work under this Agreement without the prior written consent of COMPANY.
C. Survival In the event of any termination of this Agreement, all obligations and responsibilities of DEVELOPER shall survive and continue in effect and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors, and assigns. The termination of any provision of this Agreement shall not excuse a prior breach of that provision.
D. Termination for Cause. This AGREEMENT may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this AGREEMENT by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.
10. Force Majeure. Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
11. No Agency A. Independent Contractor. DEVELOPER, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.
B. No Agency. COMPANY does not undertake by this Agreement or otherwise to perform any obligation of DEVELOPER, whether by regulation or contract. In no way is DEVELOPER to be construed as the agent or to be acting as the agent of COMPANY in any respect, any other provisions of this Agreement notwithstanding.
12. Notices. If one party is required or permitted to give notice to the other under this Agreement, such notice shall be deemed given either (a) when transmitted by email or (b) six business days after depositing the notice in ELTA mail, first-class postage prepaid, at the address or email specified above, or at such other address or email as the party may specify in writing in accordance with this paragraph.
13. Time of the Essence. Time is of the essence to the performance of the parties’ obligations under this AGREEMENT.
14. Multiple Counterparts. This AGREEMENT may be executed in several counterparts, all of which taken together shall constitute one single AGREEMENT between the parties.
15. Jurisdiction & Disputes A. This Agreement shall be governed by the Hellenic Laws of Greece.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of Chania. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
16. Agreement Binding on Successors. This AGREEMENT shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
17. Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this AGREEMENT.
18. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the AGREEMENT.
19. Assignability. The AGREEMENT is personal to DEVELOPER and may not be assigned by any act of DEVELOPER or by operation of law unless in connection with a transfer of substantially all the assets of DEVELOPER or with the consent of COMPANY, which consent shall not be unreasonably withheld.
20. Integration. This AGREEMENT constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated. By: Title: Date: TJB PHOTO, Terence Bridge : DEVELOPER: Date: - 13 - Exhibit A - Attach DEVELOPER Proposal
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TJB PHOTO, Terence Bridge CEO
Last update 14/01/2022. 13:58.