- Change Orders
Any changes to the Scope of Work following the execution of this Agreement requiring Additional Work must be submitted to and accepted by Codnostic in writing as a “Change Order”.
The costs of any such changes shall be added to the Contract Price and shall be subject to the payment terms of Section 2. Additional Work shall be defined as the addition or revision of pages, graphics, or other features, any text, graphic or page design or programming requiring more than two rounds of textual or graphical revisions, substantial revisions to text and/or content provided by Client, changes to elements which have been finalized, or significant changes in the Scope of Work.
- Due Dates and Delays.Codnostic will use its best efforts to deliver the Client Website in the time frame specified in the Scope of Work. Client acknowledges and agrees that any due dates set forth in the Scope of Work are subject to delay if Codnostic does not receive the required materials or documentation in a timely manner or in the required format or if approvals are delayed by Client or if the Scope of Work is changed by Client.
- Client Submitted Content.All written content submitted by Client for use in the Client Website must be typewritten, proofread and delivered to Codnostic in the body of an email message or as a Microsoft Word electronic document or plain text electronic document. Any content submitted by Client in any other manner or format, including, but not limited to Adobe .PDF format, will be returned to Client for resubmission.
Codnostic will not make any attempt to proofread or correct any contextual, grammatical or typographical errors in the written content submitted by Client. It is Client’s sole responsibility to check the accuracy of the written content and correct any errors prior to submission for final publication.
Codnostic will assume that all the written content submitted by Client has been proofread and is ready for publication. Client may elect to pay Codnostic the Hourly Rate set forth below to type and proofread any written content not submitted in the electronic formats specified above.
- Payment terms.
Upon the signing of this Agreement, Client agrees to pay to Codnostic 100% of any software costs required to implement the Client Website (e.g. any third-party merchant account software, hosting services, domain name services etc). Codnostic will provide milestone based delivery plans after evaluating the requirements in the project plan. The payment will be divided by the number of milestones and has to be paid on completion of each milestone. Once final payment has been received by Codnostic, then Codnostic will publish the Client Website on the internet at the applicable domain name.
- Delivery of Products and Performance of Services Conditioned on Receipt of Payment.
Client hereby acknowledges and agrees that Codnostic may withhold the delivery of any products or the performance of any services to Client until payment has been received by Codnostic for any and all past due invoices or amounts Client is obligated to pay to Codnostic.
- Payment Obligations After Termination or Cancellation.
Termination or expiration of this Agreement for any reason will not release Client from the obligation to pay any amounts owed to Codnostic that have accrued prior to the effective date of termination or expiration.
- Credit Card Authorization.
If Client provides Codnostic with a credit card for payment of any amounts owed by Client to Codnostic under the terms of this Agreement, then Client authorizes Codnostic to charge Client’s credit card for such amounts.
- Delivery of Products and Performance of Services Conditioned on Receipt of Payment.
Client shall have seven (7) business days after the completion of each milestone, upon which the deliverables discussed are open for feedback and ready for testing (the “Testing Period”). All information hereon applies to milestones and the deliverables promised therein. During the Testing Period, client shall notify Codnostic of any textual, graphical, typographical, computation or linking errors in the Client Website and Codnostic will fix or correct any such errors at no additional cost to Client. Client hereby agrees that the purpose of the Testing Period is to test the functionality of the Client Website and that any design, feature and/or scope changes beyond the Scope of Work (and any applicable Change Orders) that are requested by Client during the Testing Period will only be made at additional cost to Client at the Hourly Rate/Fixed Cost.
After a User Acceptance Test(UAT), the client is required to give a green flag wherein he is satisfied to accept the deliverable in a production environment he so chooses, beyond which any kind of post production costs will be in a Support and Maintenance contract rolled out by Codnostic
- Hourly Rate.
For any additional website design and development that exceeds the Scope of Work or for any work done for Client following the final publication of the Client Website, client agrees to pay to Codnostic the hourly rate (the “Hourly Rate”).
Our hourly rates vary from 10-15 USD per hour depending upon the requirements of work, the experience of the resource and time involved. Support packages are also available if needed.
- Business Hours Rush Work.
Codnostic representatives are available during Codnostic’s normal business hours which are 9 am to 7 pm. Indian Standard Time, Monday through Friday. Any email or telephone correspondence received after normal business hours will be processed the following business day.
For any services requiring work to be performed outside of normal business hours by reason of a rush deadline requested by Client, unplanned delivery, changes the team can’t be held accountable for, client shall pay an additional surcharge. The surcharge for rush work shall the payable hourly rate as discussed at the beginning of the rush hour period.
- Reimbursable Expenses.
Client shall reimburse Codnostic for all out-of-pocket expenses incurred by Codnostic or its agents or contractors in the performance of the Web Design Services, including, but not limited to expenditures for specialized equipment, photography, film, processing, fax charges, local deliveries, messengers, couriers, out-of-town travel expenses, shipping and the then current standard IRS mileage rate for automobile travel to any location other than to Codnostic’s office.
Client hereby agrees that term of this Agreement is limited to the completion of the Client Website and the time in which the Client Website is hosted by Codnostic or its authorized service provider.
- Nonconforming Products or Services.
Codnostic shall deliver the products and perform the services described herein in accordance with the terms and conditions of this Agreement and shall, at Codnostic’s expense, correct any nonconforming services where the nonconformity results solely from any error on the part of Codnostic. Client or Client’s designated representative shall review and approve all products and services provided by Codnostic and inform Codnostic in writing of any nonconformance. Where Codnostic is not informed of nonconformance, Codnostic shall be entitled to assume the products and services are correct for the purpose of delivering the products or completing the services under this Agreement and shall not be liable for the cost of correcting any nonconformance approved in error by Client. Codnostic shall use all reasonable resources to correct any nonconforming products or services so as to ensure the completion on or before the scheduled delivery or completion date for such products or services. Client’s failure to give Codnostic written notice of any nonconforming products or services within thirty (30) days of Codnostic’s delivery of such products or performance of such services shall constitute Client’s acceptance of any nonconforming products or services.
- Warranties and Indemnification
- Codnostic’s Warranties.
Codnostic warrants to Client that the Client Website shall be designed and developed in accordance with the Scope of Work. Client hereby agrees that any nonconforming products or services shall be remedied exclusively by Codnostic in accordance with Section 8 of this Agreement. Codnostic DOES NOT GUARANTEE THE RESULT OR CONSEQUENCES THAT CLIENT MIGHT EXPERIENCE OR OBTAIN FROM THE USE OF THE CLIENT WEBSITE AS DESIGNED AND DEVELOPED BY Codnostic.
- Remedial Measures and Covering Scope of Work.
Codnostic’s sole liability hereunder, as Codnostic may elect, regardless of the form of action and covering the scope of work will be: (a) Codnostic’s re-performance of any nonconforming services or the replacement of any products provided by Codnostic to Client; or (b) the refund of any fees Client has paid Codnostic for such nonconforming products or services; or (c) certain costs mutually agreed to by Codnostic and Client resulting from the nonconforming products or services.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT IS Codnostic LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO ANY DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF Codnostic IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.
- Indemnification of Codnostic.
Client shall indemnify, defend, and hold Codnostic harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable attorney’s fees) arising out of or resulting from Client’s use of Client’s Website and the use, display or reproduction of any content provided by Client to Codnostic including, without limitation: (a) a claim that any part of Client’s Website infringes upon any patent, copyright or other intellectual property right; and; and (b) any violation of applicable law or regulation. Client shall use its best efforts to at all times keep Codnostic reasonably apprised of the status of any such actions. This indemnification shall survive the termination of this Agreement.
- Indemnification of Client.
Codnostic will indemnify, defend, and hold Client harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable attorney’s fees) arising out of or resulting from: (a) any claim alleging that the performance of services by Codnostic infringes upon any patent, copyright or other intellectual property right; and (b) Codnostic’s violation of applicable law or regulation in providing the services hereunder except the violation of any law or regulation which Client is required to comply. Codnostic shall use its best efforts to at all times keep Client reasonably apprised of the status of any such action. This indemnification shall survive the termination of this Agreement.
- Codnostic’s Warranties.
- Miscellaneous Provisions
This Agreement may be amended only by a Change Order or other written agreement signed by both Codnostic and Client, a notice signed and delivered by Codnostic to Client.
Failure of any party to enforce any of its respective rights or remedies hereunder with respect to any specific act or failure to act of any party will not constitute a waiver of rights of that party to enforce those rights and remedies with respect to any other or subsequent act or failure to act.
- Relationship Assignment.
Codnostic will perform all services hereunder as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the parties. Neither this Agreement nor any provisions set forth herein are intended to, or shall, create any rights in or confer any benefits upon any person other than the parties hereto. This Agreement is binding upon and shall inure to the successors of each of the parties hereto. This Agreement shall not be assigned or delegated by Client without the prior written consent of Codnostic and any attempt by Client to assign this Agreement without the prior written consent of Codnostic shall be void.
- Excusable Delays.
Neither party shall be liable for any delay or failure in its performance under this Agreement if and to the extent which such delay or failure is caused by events beyond the reasonable control of the party including, without limitation, acts of God or public enemies, terrorism, labor disputes, equipment malfunctions, material or component shortages, supplier failures, embargoes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots and strikes. If a party becomes aware that such an event is likely to delay or prevent punctual performance of its own obligations, the party will promptly notify the other party and use its best efforts to avoid or remove such causes of non-performance and to complete performance whenever such causes are removed.
- Governing Law.
This Agreement is governed by and construed in accordance with the internal substantive laws of the land, without regard to its conflict of laws provisions.
- Arbitration; Dispute Resolution.
Any dispute or question arising under this Agreement are subject to Indian laws and any dispute shall be subject to jurisdiction of the courts in Chandigarh (India) only.
- Third Party Beneficiaries.
This Agreement is not intended and shall not be deemed, to confer upon or give any person except the parties hereto and their respective successors and permitted assigns, any remedy, claim, liability, reimbursement, cause of action or other right.
In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.
No provision of this Agreement shall be construed in favor of or against any party on the ground that such party or its counsel drafted the provision.
- Descriptive Headings.
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed an original for all purposes but which, together, shall constitute one and the same instrument.
All notices, requests, demands, and other communication must be in writing except as expressly stated in this Agreement, and shall be deemed to have been given when received upon delivery by hand or by certified mail. Notices to Client shall be delivered to Client’s principal place of business.
- Complete Agreement.
This Agreement and Exhibit A represents the entire understanding of Client and Codnostic with respect to the subject matter hereof and all services rendered by Codnostic to Client and supersede all prior letters of intent, agreements, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of either party relating to the subject matter hereof.
The persons executing this Agreement certify that they have full authority to enter into and bind their respective entities to this Agreement.