The following text is part of all service agreements between Vivid Binaries, from here on known as “Developer”, and its clients from here on referred to as “Client”.
Any orders placed by the client must be sent by e-mail or in writing. The developer will confirm the acceptance of the order with a written response and shall prepare the offer in a form of a “Scope of Work” document.
If the process of conducting this order is intentionally delayed by the client, the developer reserves the right to seek compensation for negligence.
Scope of Work
The specific deliverables and project requirements shall be governed by the Scope of Work document which shall be reviewed and approved by the Parties as a document separate from this services Agreement. Developer will start working on this project within 2 days upon receiving a signed copy of this Agreement. If the scope of work changes after signing this Agreement, Client and Developer agree to negotiate and sign an amended Scope of Work document.
The Parties have agreed that Developer will work on this project in accordance with the timetables defined in the Project Milestones document. If the scope of work changes after Developer and Client sign this Agreement, Client and Developer both agree to negotiate and sign an amended Project Milestones document. Developer agrees to notify Client of any unforeseen events that might cause any schedule delays affecting delivery described in the aforementioned document.
Delivery periods and dates require additional agreements be made. Delivery period will consist of a clear schedule of time reserved for Developers work and Client examination of that work. A clear deadline shall be provided. Should Client miss their deadline for the examination of the product or its elements, the product delivery deadline will be moved for the amount of time the Client has exceeded his.
Developer will deliver to Client, via Internet, within seven  days after Client approval of the final deliverable(s) and before the agreed upon deadline, digital files containing Developer work for Client under this Agreement. Specifically, Developer will provide Client with the following:
Developer agrees to provide to Client a fully functioning product based upon the specifications provided by Client (See Scope of Work document).
In case Client decides to give the Developer the task of setting up hosting, the product created by Developer will be up and running, functional and accessible by the defined end users. Client is informed and understands that Developer will use its best efforts to perform hereunder.
However, Client understands that multimedia applications, websites and software are complicated and imperfect environs. Developer will attempt to cure and remedy any unforeseen glitches, bugs and/or errors, but those efforts will be based upon the original specifications, including agreed upon modifications of Client. In the event of a delay in delivery due to unforeseen and inevitable circumstances, the client will only be entitled to exercise legal rights after granting the Developer an appropriate extension whose length will depend on the agreement.
The delivery and return of work and originals is effected at the risk and cost of Client.
Developer promises that work does not violate the patent, copyright, trade secrets or other property right of any person, firm or entity. Developer promises that this Agreement does not conflict with any other contract, agreement or understanding to which Developer is a party. Finally, Developer promises to hold and maintain in strict confidence any confidential information that Client provides (such as proprietary technical or business information), and Developer will not disclose such information to any third party except as may be required by a court or governmental authority.
The fee Client will pay Developer for this project includes [NUMBER OF HOURS] of training in the use of the software created. Training will be conducted remotely using a screen sharing software. If Client asks Developer to train Client on-site, Client agrees to pay actual costs of traveling to the designated location, including but not limited to transportation, lodging, and food expenses.
Client is obliged to pay Developer the total sum (“Fee”) of [AMOUNT] in a single instalment upon delivery of the final files of the product that Client approved.
Developer issues invoices electronically. The payment terms are  days from the date of invoice by wire transfer. All proposals are quoted in [currency] and payments will be made at the equivalent conversion rate at the date the transfer is made.
Client agrees to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on Developers electronic invoice. Developer reserves the right to charge interest on all overdue debts at the rate of 10% per month or part of a month.
If Client asks Developer to use any third-party content (i.e. stock photos or third party software) that must be incorporated in the software Developer is creating, Client promises to pay Developer the actual cost of licensing that third-party content for work under this Agreement. Client agrees that until Client pays Developer in full, Client will not acquire the rights or license to use or transfer ownership of any software that Developer creates for Client under this Agreement.
Developer agrees that the fee Client owes Developer will cover in full all of the work listed in the Scope of Work document of this Agreement.
Client agrees that if Client asks Developer to make changes or conduct work for Client that is not covered by this Agreement, Client will pay an agreed upon flat rate in addition to all other amounts Client owes Developer under this Agreement.
Client may terminate this website development services agreement at any time by providing written notice via email or certified mail to Developer.
Should Client choose to terminate this agreement for reasons Developer is not responsible, Developer shall issue a final invoice for any unbilled time or materials but not under 25% of the net value of the agreed cost. The Client agrees to pay the final invoice according to the terms of this website development services agreement.
Rights to the Client Content
Client promises that:
(a) Developer owns the rights to use anything Client gives Developer (“Client Delivered Content”)
(b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity.
(c) Client will indemnify Developer shall any claims by third parties concerning the client given data arise. Client will also cover any costs of prosecution. All claims concerning infringements of intellectual property shall be born by the Client.
(d) Client bears sole responsibility for any text, content or other form of published material
Client grants Developer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Developer’s work for Client under this Agreement and the limited promotional uses as allowed by this Agreement. Client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.
Developer shall not be held responsible for any data (originals, media and other material) given by Client that is not reclaimed within a month period after the completion of the task defined by this agreement.
Rights before Payment in Full
Client understands and agrees that until Client pays Developer in full, Developer owns full rights to everything Developer creates for Client under this Agreement. If Client does not pay Developer in full, Client agrees that Developer can complete, exhibit, use and sell the software at Developer’s sole and absolute discretion (except that Developer will not be able to use Client Content in such work).
Rights after Payment Made in Full
After Client pays Developer in full, Developer assigns to Client the right, title and interest in the copyrights for the software created under this Agreement and contained in the final files that were approved by Client.
Client agrees that Developer will retain and Client will not receive any right, title or interest to the preliminary work or preliminary designs that are included within the work Developer creates for Client.
If Client needs additional documentation, Developer will sign any further documents reasonably necessary to make sure that the rights Developer is giving Client under this Agreement are properly assigned to Client.
Client agrees that Developer may use Client name/company name and trademarks as a reference in Developers promotional materials. Client also agrees that Developer may include, when referencing Developer’s work for Client, a general description of the work under this Agreement.
Right to Make Changes
Developer agrees that after Client pays Developer in full, Client may make any changes or additions to the software Developer creates for Client under this Agreement, which Client in Client’s discretion may consider necessary, and Client may engage others to make any such changes or additions, without further payments to Developer. Any changes to the product that are not performed by Developer will void the guarantee that the Developer has given to the Client.
Client agrees that if Client asks Developer to make any modifications, upgrades or updates to the product outside the original specifications and after the acceptance of the final file(s), the parties will negotiate a separate additional payment for Developers time required to make those changes.
Rights to Intellectual Property
Developer may incorporate into the software Developer creates for Client various pre-existing development tools, routines, subroutines, programs, data or materials (“Intellectual Property”). Client agrees that Developer retain all rights, title and interest, including all copyright, patent, and trade secret rights to that Intellectual Property.
Developer agrees that after Client pays Developer in full, Client will receive a non exclusive, perpetual, worldwide license to use the Intellectual Property in the software that Developer created for Client under this Agreement. However, Client shall not resell or make use of that Intellectual Property in any other manner other than in connection with the software Client receives under this Agreement.
Free third party elements
Developer has the obligation to notify Client of use of any freemium elements such as fonts icons and such. Client must be aware that these items will be used in other designs as they are common in this line of work. This does not give rise to the possibility that any claims could be made against the Developer.
In case that hosting services are required, Developer shall serve as a mediator between Client and the domain issuing and hosting companies. In addition to this agreement the agreement with those companies will be included. Developer has no influence on the domain issuing and hosting process and shall not be held responsible shall any conflicts arise. Client will indemnify Developer for any claims by third parties concerning the unlawful use of internet domains or inaccessible data on first request.
Developer promises that to the best of Developer’s knowledge, the software will not contain any virus, worm, trap door, backdoor, Trojan horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used.
Limitations of Remedies
Developer shall not, under any circumstances, be liable to Client for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if Developer is advised of the likelihood of such damages occurring.
Developer’s cumulative liability for any damages arising out of or in any manner related to this agreement (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort, shall be limited to the amount of the fee paid by Client to Developer under this agreement.
This Agreement constitutes the complete and exclusive agreement between Client and Developer concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. Developer and Client can modify this agreement in writing, if both Client and Developer sign that modification.
In case that this agreement contains any invalid provision, all other provisions will retain their validity. The invalid provision must be replaced by a valid provision that corresponds most closely to the purpose of the wording in question.
Client agrees that Developer is an independent contractor and not Client’s employee. Although Client will provide general direction to Developer, Developer will determine, in Developer’s sole discretion, the manner and ways in which Developer will create the software for Client. Whatever rights Developer grants Client are contained in this Agreement.
This website development services agreement shall be governed by the prevailing laws of Germany, jurisdiction Munich. Should any conflicts arise related to this agreement, the Parties agree to seek a suitable resolution through a neutral arbitrator, whose ruling shall be considered final and binding on both parties.