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Biles Online Terms & Conditions
1. Time for Payment: Payment is due at each printed Invoice due date on the invoice and issued according to the Production Schedule. All invoices are payable within fifteen (15) days of receipt. After the fifteen days the Invoice is Past Due. A monthly service charge of the lower of the highest permissible under Texas law or 1.5% per month is payable on all overdue balances of Invoiced Work and Billable Expenses. Biles Online retains all rights to all intermediate deliverables submitted on each invoice. 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 will be considered in default if a Minimum Payment, Ten percent (10%) of outstanding balance, is not made to Biles Online every quarter following the period in which the Invoice became past and the balance paid in full. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
3. Estimates: 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 Biles Online 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 Biles Online for supervisory and handling time on all Billable expenses shall be ten percent (10%) of the Billable Expenses incurred. The Client shall advance US fifty percent (50%) to Biles Online upon the acceptance of the Site Design for payment of said Billable Expenses.
5. Assignment Cancellation: The Client may declare the Cancellation of the assignment for reasons not related to assignment by paying a Cancellation Fee. Work Cancelled up to three business days following the signing of the contract will not be accessed a Cancellation Fee. Work Cancelled after three business days but before delivery of work Cancellation Fee will be a minimum of fifteen percent (15%) of the contract balance. An additional fifteen percent (15%) will be applied for each Phase of Work completed as described in the project schedule with a maximum of one hundred percent (100%) of the outstanding balance. Regardless of when the project is cancelled, all billable expenses already incurred by Biles Online or Biles Online is liable to pay for shall be paid by the Client in full. In the event of cancellation, Biles Online retains ownership of all copyrights and any original artwork.
6. Assignment Termination: In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Testing and Acceptance Procedures the client may pay a termination fee to terminate the assignment. The Client can only request a Termination of the assignment during a Client Acceptance Period. Any other Termination of the Assignment shall be considered a Cancellation and subject to the terms of an Assignment Cancellation. Any payments made prior to termination shall be retained by Biles Online. If assignment termination occurs prior to the acceptance of work, the client shall pay a rejection fee of a minimum of ten percent (10%) of the balance of Total payments with an additional ten percent (10%) added for each Phase of Work completed as described in the Project Schedule. Regardless of when the assignment is terminated, all billable expenses already incurred by Biles Online or Biles Online is liable to pay for shall be paid by the Client in full. In the event of termination, Biles Online retains ownership of all copyrights and any original artwork created by Biles Online. However, the Client retains all rights already purchased by Biles Online on behalf of the Client from third parties.
7. Phase of Work: Each Phase is labeled “Phase” and then a phase number or description in the Project Schedule.
8. Project Schedule: An element of the contract that shows delivery dates for each Statement of Work included in the Contract.
9. Statement of Work: Written high-level requirements stating the desired work to have performed by Biles Online.
10. Progress Reports: Biles Online 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. Biles Online shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may delay any deliverables by more than fourteen calendar days.
11. Testing and Acceptance Procedures: Biles Online will make every good faith effort to test the deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Unless otherwise noted Client Acceptance dates of the Project Schedule, during the Review Period within five calendar days of a Delivery, the Client shall either accept the deliverable and make the payment set forth in the Project Schedule, or provide Biles Online with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Biles Online and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory.
12. Credit Lines: Biles Online shall be given credit on all documentation and packaging used to distribute copies of the site contents subject to this agreement. Biles Online 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 Biles Online 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.
13. Limitation of Liability Client agrees that it shall not hold Biles Online or its agents or employees liable for any incidental or consequential damages which arise from Biles Online's 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 Biles Online or a third party. Furthermore, Biles Online disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
14. 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.
15. 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 Biles Online.
16. Warranty Period: Biles Online agrees to ensure the web site retains all its functionality and conforms to the specifications during the Warranty period of sixty (60) days following completion of project. Biles Online also agrees to provide at no cost to the Client reasonable technical support during the Warranty Period for the Client itself to maintain the site on the Internet, Intranet, or Extranet. Such maintenance and update may include correcting any remaining errors or any failure of the site to conform to the specifications, but support and assistance shall not be provided for the development of enhancements to the originally contracted project. Such assistance shall not exceed 10 hours per calendar month.
17. Support: Following the expiration of the Warranty Period, Biles Online 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 hour fee of US $ 50.00 for the amount of time spent on the work. Such support and assistance shall not be provided for the development of enhancements to the originally contracted project. Site maintenance and updates performed by Biles Online shall be governed by separate Website Design and Maintenance Agreements between Biles Online and the Client.
18. Confidential Information: Biles Online 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 Biles Online or developed by Biles Online 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 Biles Online.
19. Ownership of Copyright: The Client acknowledges and agrees that Biles Online retains all rights to copyright in the subject material, except as noted in a Transfer of Copyright Addendum.
20. Ownership and Return of Artwork: Biles Online 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 Biles Online's 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 Biles Online within thirty (30) days of submission.
21. Alterations and Additions to Website: If the Client wishes to modify or enhance the site; Biles Online 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 Biles Online are subject to the explicit permission of Biles Online. Unauthorized alterations or additions to the website or to any intermediary deliverables shall be billed to the Client as if Biles Online had rendered these alteration or addition services, and the Client is responsible to pay such invoices in full.
22. Copy Protection: The Client must protect all final art, which is the subject of this agreement against duplication and alteration. The Client will indemnify Biles Online 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.
23. Warranty of Originality Biles Online 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 Biles Online has full authority to make this agreement; and that the work prepared by Biles Online 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 Biles Online's product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD Biles Online HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT's USE OF Biles Online's PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.