Platinum Website Contract

Part A – Supply of Services

Styled Agreement
Service Description

This Service Description outlines the scope of services to be provided by Rothian Digital to your company. Rothian Digital will provide you with our Platinum Plan to update website design to give it a fresh look to improve its appearance and user experience.

Key deliverables include:

  • A robust functional website
  • Up to 25 custom pages
  • Utilize branding elements to design an engaging website that prioritizes user experience
  • Custom iconography
  • Standard and Custom Image / Video Library
  • Standard and Custom dynamic content
  • Custom Forms with Custom Fields and Simple Workflow
  • Simple external integrations e.g., Social Media and APIs
  • Additional functionalities e.g., e-commerce, booking, ordering, and scheduling
  • Daily content updates (text/colors)
  • Weekly design updates
  • SEO Optimization

Fee: USD $1000 per month

Key assumptions / pre-requisites / exclusions:

  1. All fees are in USD.
  2. Billing will be monthly in arrears.
  3. This service order will be signed on or before the start date of this agreement.

Platinum Website Contract

Service Description

Part B – Terms and Conditions

Scope of this Agreement

  1. This Agreement shall:

    1. govern any contract for the Supply of Services (the “Engagement”) by Rothian Information Technology LLC (“Rothian”) to any person, firm or company (the “Client”); and
    2. prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing except to the extent that they conflict with any accompanying proposal, letter or contract from Rothian.

The Engagement

  1. The Client shall commission Rothian to perform the Engagement as described in Rothian’s proposal. Rothian shall use reasonable endeavours to fulfil its obligations to the Client in accordance with the Engagement in all material respects.
  2. Rothian shall appoint one of its staff to take responsibility for the coordination, day-to-day management of the Engagement and the take responsibility for the quality of its deliverables.

Obligations of the Client

  1. The Client:

    1. Shall provide Rothian with such information and access to such facilities and personnel as Rothian shall reasonably require, in order to provide the Services;
    2. Shall make such decisions and provide such instructions as Rothian shall require and at the time that Rothian requires to fulfil the Engagement; and
    3. Acknowledges that Rothian’s ability to deliver the services and meet any timeframe agreed for the provision of the Engagement is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Rothian.

Charges and Payment

  1. Unless otherwise agreed, the fees quoted in Rothian’s proposals will be based upon an estimate of the effort and the experience of Rothian staff considered necessary to achieve the objectives of the Engagement. In practice, should the Engagement require more effort or more experienced staff than specified in the proposal, Rothian will notify the Client before incurring fees greater than agreed with the Client. Should the Engagement require less effort or less experienced staff than originally estimated in the proposal, the fees to be incurred by the Client will be proportionally lower.
  2. Estimates or quotations for fees are valid for 30 days from the date of the related proposal. All other obligations expressly stated or implied in a quotation or proposal, including the assignment of named Rothian staff to the Engagement, are also only valid for 30 days from the date of the related quotation or proposal. Any tiered discount or rebate structure that may be offered shall reset if Rothian do not provide services to the Client for a period of 3 months.
  3. In addition to fees, Rothian will charge:

    1. For goods, services and facilities acquired specifically for the Engagement. Such charges will be agreed before the charges are incurred;
    2. For reasonable travelling and subsistence expenses incurred by Rothian staff in the performance of the Engagement, which will be charged to the Client at cost; and
    3. Value Added Tax, or other taxes, where applicable at the appropriate rate.
  4. Rates are reviewed on an annual basis to allow for increases to the cost of living and promotions of staff.
  5. 9. Unless otherwise agreed, all charges associated with the Engagement will be invoiced monthly in arrears. Invoices shall be paid within 30 days of issue in the currency in which the fees were cited in the proposal. Interest is payable where payments are overdue, at a rate of 3% per month from date of invoice.
Service Description

Data Protection

10. The Client acknowledges and agrees that Rothian may use the Client’s name and company logo in its marketing materials unless Rothian is advised to the contrary in writing by the Client at any time.

Confidentiality

  1. Both the Client and Rothian shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
  2. Either party may disclose confidential information:
    1. To its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out Rothian’s obligations of the Engagement; and
    2. As may be required by law, court order or any governmental or regulatory authority.
  3. Confidential Information shall not be used by either party for any purpose other than to perform the obligations of the Engagement.
  4. To protect the Client’s confidentiality, Rothian shall not give third parties (including other Rothian clients) access to Rothian’s work areas, where work on the Engagement is being undertaken. Similarly, the Client shall not have access to Rothian’s work areas except by special arrangement.
  5. Except with Rothian’s express prior written consent, the Client shall not publish, or make public, any reports that Rothian may deliver to them during the course of the Engagement nor make known to third parties the contents thereof.

Limitation of Liability

16. Rothian shall aim to provide services of the highest quality and which reflect those technological and business practices that are most appropriate to the Engagement and all forecasts and recommendations shall be made in good faith. However, as Rothian may have no or inadequate control over the implementation of its recommendations or advice, Rothian cannot accept any liability for losses, whether consequential or otherwise, which may arise from such implementation.

Termination

  1. The Client or Rothian may terminate this agreement for any reason on 30 days’ notice to the other party.
  2. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the Client or Rothian may terminate this agreement with immediate effect.

Personnel

  1. Rothian shall use its reasonable endeavours to ensure that the same personnel provide the services in order to maintain consistency and build a relationship with the Client.
  2. Rothian shall use its reasonable endeavours to ensure that its personnel comply with the Client’s site regulations when Rothian’s personnel are on the Client’s premises.
  3. The Client shall not at any time during the term of the Engagement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of Rothian’s personnel (whether employed or engaged on some other basis by Rothian).
  4. The Client acknowledges the cost to Rothian of losing and replacing any such person and the Client agrees that if it breaches the provisions of the above clause the Client shall pay to Rothian by way of liquidated damages a sum equal to the greater of (i) US$50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.

Intellectual Property Rights

23. Unless otherwise agreed, all intellectual property rights in any registerable intellectual property which may have been developed or created by Rothian in connection with the Engagement shall be the property of Rothian, and Rothian hereby grants the Client a non-exclusive licence of such intellectual property rights so far as may be necessary to enjoy the benefit of the services.

Platinum Website Contract

Part B – Terms and Conditions

Part B – Terms and Conditions

24. Rothian shall retain the property and copyright in all documents supplied to the Client in connection with the Engagement (including without limitation template forms, process descriptions, procedures, spreadsheets and guidance notes) and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of Rothian.

25. The Client shall not be entitled to any right or licence in any intellectual property in which Rothian has a proprietary interest unless the grant of that right or licence has been formalized in a deed or in a document executed on behalf of Rothian by one of its directors.

Part B – Terms and Conditions

Governing Law and Jurisdiction

26. This Agreement is governed by and shall be construed in accordance with the laws of England.

Styled Agreement
Part A and Part B Executed as an Agreement
Authorised Client Representative
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