Development Pronko Consulting shall use its commercially reasonable efforts to develop the Web Site in accordance with the specification Documentation. Pronko Consulting shall first prepare a design for the Web Site. This design may include drawings of the user interface, a schematic of how to navigate the Web Site, a list of hyperlinks and other components. All development work will be performed by Pronko Consulting or its employees at Pronko Consulting offices, or by Pronko Consulting independent contractors. At regular and agreed intervals following execution of this Agreement the parties shall discuss progress in Web Site delivery, including all tasks completed and problems encountered relating to development and testing of the Web Site. During such discussion or meeting, Pronko Consulting shall advise the Client of any recommended changes with respect to remaining phases of development in view of Pronko Consulting's experience with the completed development.
Delivery: Pronko Consulting shall use its reasonable endeavors to deliver the components of the Web Site within the times specified in the Timetable and in accordance with the Specification Documentation. However, time shall not be of the essence in this matter. Manner of Delivery: Pronko Consulting agrees to comply with reasonable requests of Client as to the manner of delivery of components of the Web Site, which may include delivery by electronic means.
Delivery of Source Materials: Where agreed between the parties in writing, but in no event earlier than delivery of the final version of the Web Site and payment of Development Services Charges due and payable, Pronko Consulting shall deliver to the Client the agreed Source Materials.
Client Supplied Content: Pronko Consulting is not responsible for any errors displayed in content supplied by client. Once site has launched all content has been deemed approved by client and fit for public consumption.
Web Site Support. Pronko Consulting agrees to provide Client with the Support Services stated to maintain and update the Web Site on the World Wide Web during the Warranty Period at no cost to Client. Such assistance shall not exceed sixteen (16) hours per calendar month. The Support Services shall not include the provision of Enhancements to the Web Site.
Maintenance Period: After the expiration of the Warranty Period, Pronko Consulting agrees to provide the Client with the Services stated in Invoice and Order document, where indicated on the front page of this Agreement, for the term set out ("the Maintenance Period" available online) in consideration of the applicable Charges set out. Maintenance shall not include the development of Enhancements to the Web Site.
Enhancements: During the Maintenance Period, if the Client wishes to revise or modify the Web Site, it may request that Pronko Consulting provides such Enhancements. Such services shall be provided on a time and materials basis at Pronko Consulting's then current list price.
Intellectual Property Rights
Pronko Consulting acknowledges and agrees that except as stated in Clause 4.1(b), the Web Site Content and Documentation, including but not limited to images, graphic user interface, source and object code, of the Web Site are and shall be the property of the Client. Except as provided in Part B, Clause 4.1(b), Pronko Consulting hereby assigns, conveys and otherwise transfers to the Client, all Intellectual Property Rights in and to the Web Site Content and Documentation. The Client shall be responsible for payment of any stamp duty arising on the transfer of Intellectual Property Rights set out in this Part B, Clause 4.1(a).
4.1(b)All Intellectual Property Rights, of whatever nature, in Pronko Consulting proprietary and third party materials, software and documentation, including, but not limited to, the Documentation, used in the provision of the Services, shall vest in and remain vested in Pronko Consulting and/or its third party suppliers, as appropriate.
License to use Web Site Content and Client Content: The Client grants to Pronko Consulting a nonexclusive, worldwide license to reproduce and modify Client Content as necessary for the purpose of use, development and maintenance of the Web Site.
Internet Access Where Pronko Consulting is not hosting the Web Site, as part of contract; the Client shall be responsible for obtaining access to the Internet through an ISP. Pronko Consulting shall not be responsible for such access and shall not be considered a party to the agreement between ISP and Client. The ISP will not be a party to this Agreement nor will it be a third party beneficiary of this Agreement.
Licenses to Third-Party Content: The Client shall be responsible for obtaining and paying for any necessary licenses and authorisations to use third-party content in the Web Site.
Licenses to Development Tools: Pronko Consulting shall be responsible for obtaining licenses for and paying license fees for any Development Tools used in this project that are not proprietary to the Pronko Consulting.
Pronko Consulting shall provide the Client with the Hosting Services, for hosting of the Web Site, and/or such other Web Sites agreed between the parties in writing, on the World Wide Web portion of the Internet.
Pronko Consulting shall provide the Hosting Services so that the Web Site, and/or such other web sites agreed between the parties in writing, is accessible to third parties via the World Wide Web portion of the Internet. Pronko Consulting shall provide only the Hosting Services pursuant to this Part C and any tasks not expressly set forth herein shall constitute additional services. Additional services shall require the agreement of both parties in writing and shall attract additional charges.
Term, Suspension & Termination
The Hosting Services shall commence on the date set out in invoice and shall continue in effect for the term set out therein, unless earlier terminated as provided for. In the event that this does not set out a fixed term, the Hosting Services shall be provided for recurring periods of twelve months each, subject to the right of either party to terminate the Hosting Services upon not less than sixty (60) days prior notice, to take effect at the expiry of the twelve monthly period then in effect. In the event of such termination Pronko Consulting shall not be obliged to repay or reimburse the Client for any advance payment of Charges.
Breach by the Client of its obligations set out, shall entitle Pronko Consulting to terminate the Hosting Services forthwith upon service of written notice.
Upon receipt of Invoice client is obliged to respond with any corrections within 15 days otherwise the Invoice is deemed correct where services have been delivered.
If Pronko Consulting withhold services for payment reasons then there will be a reconnection Fee of €25 per service reconnected.
Where an account has not been paid for over 90 days after renewal term, then there may be an application of Google Adwords on the website or domain.
Pronko Consulting offer in certain case's payment terms to facilitate the development and payment for systems over an agreed period of time. Where payment of such an agreement falls down due to non honor of an agreement, it is within the right for Pronko Consulting to demand full payment of the complete balance and failure to do so within 7 working days can incur penalty interest of 1.75% per month.
Once an invoice has been issued by Pronko Consulting the client has then a full 30 day period from date of invoice to dispute the invoice or raise query. After this event the invoice is deemed valid and no further dispute will be entertained. There is a further 30 days period (total of 60 days from date of invoice then it must be paid in full or an arrangement entered into that is agreeable to both parties.
All invoices not paid within a 90 day period will then be charged interest (from that date on) of 2% above the standard overdraft rate of Bank of Ireland at the time of issue.
Outstanding invoices and statements are issued via email every week to the designated account by the client, if clients wish to receive an invoice or statement by post then there will be a €1 paper handling charge per transaction.
Pronko Consulting reserve the right where services have not been paid for website development and or maintenance for over 6 months to retain ownership of said domain and site until this has been paid. After 12 months of nonpayment and we continue the services the said website and domain if we continue to pay for the renewal of them will be deemed to be the ownership of Pronko Consulting unless otherwise stipulated. This will be in lieu of payment and go towards the reduction of the debt.
General Web Development - Normal terms are where we take a deposit of 50% upon commission, then on launch of beta there is 25% and final payment of 25% of agreed upon launch of the site. Any edits or changes on the web development process that is changed from the original agreed specification may encur additional charges, and again these must be paid prior to the site going live.
Pronko Consulting and the client must work together to complete the web design project in a timely manner. We agree to work diligently to complete the web design project within the agreed upon time frame. The project does not officially begin until the client has provided all material needed, after this Pronko Consulting will notify the client about planned dates of beginning of the project.
To ensure the project is kept on time, Pronko Consulting expects all feedback to be provided within 24 hours, that the client is available to meet to discuss the project, that the clients availability allows us to access them every day and that client revisions are reasonable within the given time frame e.g. one chance to revise the website home page, one chance to revise the website content, one chance to review the website structure etc.
While working on a project, Pronko Consulting needs to estimate when to deliver the project. This estimate is based off of previous experience of working on similar projects. Occasionally Pronko Consulting will underestimate the amount of work required in a project and therefore will not be able to meet an agreed deadline. In this case a client agrees to hold harmless, protect and defend Pronko Consulting from any claim or suit arising from missing the agreed upon deadline.
The client agrees that all deadlines, deliverable dates and time frames are estimates only.