seolounge
Website Development Contract
THIS CONTRACT is made and entered into as of this 20-12-2024 by and between Agronme Technologies, (herein called as DEVELOPER) with its virtual office at 9th floor, RMZ Latitude Commercial, Bellary Road Hebbal, Bangalore, 560024 and PMO4F. (herein called as Client) a Ireland based food catering aggregator company with its office at …………, ……………..
WHEREAS Client desires to engage DEVELOPER, to develop, create, test, and deliver a website to be known as “placemyorder4food.com” as a work made for hire to develop, design and host the Website to make it available on the Internet; and WHEREAS, DEVELOPER is interested in undertaking such work; and WHEREAS, Client 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, Client and DEVELOPER, intending to be legally bound, hereby agree as follows:
1. Developer Responsibilities
A. Scope of Work
Client hereby retains the services of DEVELOPER to design, develop and host a web application (collectively the “Website”) for Client in accordance with the proposal (the “Quotation”) submitted by DEVELOPER to Client on 1-12-2024, a copy of which is attached hereto as Exhibit-A and the terms of which are expressly incorporated herein by reference.
The scope of work will be from booking the domain name, hosting, designing, and developing the web application (including the home page, menu page with food item images corresponding the quantity of the order items, cart page with the list of selected items with customizable quantity and deliverable address then submitting the order) till it functions as desired on beta test level.
Any work beyond this is out of the scope of this contract. However, if the Client wish his extra work would get done, he must issue a fresh work order in a different subcontract.
B. Changes
Changes to this Contract or to any of the specifications of the Website or Hosting in any of the specifications thereof shall become effective only when a written change request is executed by both the parties.
DEVELOPER agrees to notify Client promptly of any factor, occurrence, or event coming to its attention that may affect DEVELOPER’s ability to meet the requirements of this Contract, or that is likely to occasion any material delay in the Schedule.
2. Application Design
A. Design
The design of the Website shall be in substantial conformity with the material provided to DEVELOPER by Client. DEVELOPER shall develop the Website to project the highest professional appearance with the desired functionalities.
DEVELOPER shall not include any of the following in the Website: 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 Client).
B. Materials Provided by Client
As per the web development plan chosen, all required information to be supplied by Client. Files will be provided in standard MS word processing Text format or, if images, as TIFF’s GIFF’S, JPEG’s, or Photoshop files.
C. Specifications for Pages
Client’s Website will consist of minimum 10-15 pages. A Home page and other page will process and function as the page name suggests. DEVELOPER will use its best efforts to purchase the Hosting space and the domain names.
- Accessibility of Website During Construction
Throughout the construction of the prototype and the final Website, the Website shall be accessible to Client’s authorized person. Until and unless the Client has approved the final Website, none of the Web Pages for Website will be accessible to end users.
- Project Planning Meetings
After both parties have signed this Contract, the parties shall meet either virtual or in person at a mutually convenient location, date, and time to discuss project planning.
Application Design and Development Workflow
F. Delivery of Deliverables
Upon Client’s approval of its final website, or upon termination of this Contract, whichever occurs earlier, DEVELOPER shall deliver to Client all Codes developed during its performance under this Contract.
And any other items reasonably necessary for the operation of Website (other than the third party’s operating system software, third party networking software, Web Browsers, hardware, and Hosting panel) and all changes and enhancements thereto (the “Deliverables”).
DEVELOPER shall maintain website including back-ups, functionality, and website breakage for a period of three months only after Client’ approval of its final website. If this Contract terminated prior to final approval, or at the expiration of this three months period, the amount Client paid to DEVELOPER shall not be refunded in any circumstance.
G. Digital Marketing
Apart from Website development service the DEVELOPER also caters different services such as Digital Marketing, App Development, Creative Design and Market Research.
All these services except Website development are out of the scope of this contract. However, if the Client willing to opt any of these services, DEVELOPER is happy to help in providing such services over a separate contract and a separate cost.
3. Website Hosting
A. Server Hosting
DEVELOPER agrees, at Client’s option, to maintain Client’s Website on DEVELOPER’s Web Server on a yearly basis, and to make maintenance and modifications to Client’s Website from time to time in accordance with Client’s website requirement.
Such modifications shall be implemented within five (5) business days of DEVELOPER’s receipt of Client’s changes if the changes are easily implemented, and within ten (10) business days if the changes are not easily implemented.
As part of this service, DEVELOPER agrees to make back-up of the Website at least once every two weeks, and to store said back-ups in a safe and secure environment.
Also, as part of this service, DEVELOPER agrees to use its best efforts to ensure reasonable response times for users accessing Client’ Website. However, the speed or the response time of the website depends on various parameters such as Server up/down, type of device at the end users etc.,
B. Back-Up codes
Upon notice from Client not more often than once each month, and in the event of termination of its use of DEVELOPER’s Web Server as the host for Website, DEVELOPER agrees to transfer a complete copy of then-current Website, including all Code therefor, to Client by means of sharing the authentication code.
C. Price for website development
The total price for all the work set forth in the Contract (excluding the Digital marketing – running the advertisements across social media platforms and excluding post-approval modifications) shall be ₹ 30,049.26 (+ Applicable GST). This price is tentative, as there would be scope for adding extra pages. Hence the cost is subjected to change accordingly.
This price covers all work of whatever nature on Client’s Website contemplated in this Contract (excluding Digital Marketing, SEO, and post-approval modifications).
When both parties have signed this contract, Client will make the payment to DEVELOPER 80% of the total project cost and remaining 20% when the Website goes live. Payment is nonrefundable in any circumstance.
D. Breaching payment commitment
The Client agreed to make the balance and the final payment of 20% soon after the final website hosted and available for online access. If the Client fails to keep the payment commitment, the Website will become inactive within three working days automatically.
Once the payments are made to DEVELOPER to perform the project work at any stage in the contract shall not be refunded in any circumstances.
4. AMC (Annual Maintenance Contract)
Website maintenance contracts only cover minor alterations, updates, and repairs.
As per the discussion with PMO4F the AMC is as follow.
- There will be 20% incremental on previous year quotation (+ Applicable GST) towards Annual Maintenance Cost (AMC)
- Any extra page addition will be ₹ 1000 per page with 300 words and 6
- Maintenance requests requiring extensive alterations or updates are beyond the scope of the website maintenance contract and will be quoted
- AMC doesn’t include any hardware or third-party If required by client, it will be provided on extra cost.
5. Confidentiality
A. Confidentiality
DEVELOPER shall treat this project as confidential. After Client has approved its final website, however, DEVELOPER may list Client as a client of DEVELOPER and may include a link to Client’s Website on DEVELOPER’s Website.
B. No Confidential Information of Developer
It is understood and agreed that Client 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 Client while entering this Contract or performing any work hereunder shall not be confidential or proprietary to DEVELOPER.
C. Confidential Information of Client
From time-to-time Client 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 Client. In addition, the preparation and specifications of the deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by Client. DEVELOPER shall use its best efforts to prohibit any use or disclosure of Client’s confidential information, except as necessary to perform work hereunder.
6. Ownership and Rights
A. Ownership of Work Product by Client
Except as set forth below, all elements of all deliverables shall be exclusively owned by Client and shall be considered works made for hire by DEVELOPER for Client.
It is understood and agreed that additional information (that is not supplied by the client) added to the Website in the future by DEVELOPER may belong exclusively to DEVELOPER. However, the parties agree that the ownership of any such future information will be mutually agreed upon.
7. Representations and Warranties
DEVELOPER makes the following representations and warranties for the benefit of Client:
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 Contract. Client 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 Contract, those projects shall not constitute a violation of this provision of the Contract.
8. Term and Termination
A. Term of Contract
This Contract shall be effective as of the Effective Date and shall remain in force for a period of 1 year and it stands for renewing the contract thereafter.
B. Termination of Work
Client 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 Client of the extent to which performance has been completed through such date and collect and deliver to Client whatever work product and deliverables then exist in a manner prescribed by Client.
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 Contract without the prior written consent of Client.
9. Jurisdiction & Disputes
- This Contract shall be governed by the laws of Bengaluru, Karnataka
- All disputes hereunder shall be resolved in the applicable state. 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
10. Assignability
The Contract 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 Client, which consent shall not be unreasonably withheld.
11. Integration
This Contract constitutes the entire understanding of the parties, and revokes and supersedes all prior Contracts between the parties and is intended as a final expression of their Contract.
It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Contract. This Contract 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 sign and seal the day indicated.
12. Project Delivery:
- One Month from the date of work order issue (depending on the volume of work)
13. Payment:
- 80% on issue of work order (Advance)
- 20% on live (when website go live)
Terms and Conditions:
- Prices mentioned in the table are for One Year only, it must be renewed every
- Service Charge Per Page mentioned in the quotation is tentative, as there would be scope for adding extra Hence any extra amount will be mentioned in the final payment.
- If any extra work apart from the quotation will cost extra, and it will be discussed by both
- Maintenance includes monitoring and fixing the hack, breakage, and website
- Payment gateway integration cost will be the actual cost from third-party service