01. Evaluation and Acceptance
As Kodako completes each stage of the project, Kodako will submit the completed materials to Client for approval. Client will have 14 business days to approve the completed materials or provide corrections and comments. Kodako will have 14 business days after receiving Client’s comments and corrections to submit a revised version of the materials to Client. Client will review the revised version within 14 business days of receipt and either approve the corrected version or make further changes. If Client fails to provide approval or comments during any of the approval periods, those materials will be considered to be approved. If Client terminates this Agreement under any provision, Kodako shall be entitled to compensation on a time and materials basis at an hourly rate of $70/hr plus expenses to the date of termination. Kodako shall submit an invoice detailing its time and expenses. If the invoice amount is less than the amounts paid to Kodako prior to termination, Kodako shall promptly return the excess to Client. If the invoice amount exceeds the amounts paid to Kodako prior to termination, Client shall pay Kodako the difference within 30 days of the date of the invoice.
02. Changes in Project Scope
If Client wishes to implement major revisions after Client has already accepted Kodako’s work product following completion of any stage of development, Client shall submit to Kodako a written proposal specifying the desired changes.
Kodako will evaluate each such proposal at its standard rates and charges. Kodako shall submit to Client a written response to each such proposal within 14 working days following receipt. Kodako’s written response shall include a statement of the availability of Kodako’s personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates, or warranty provisions of this Agreement.
Client shall have 14 business days from receipt of Kodako’s response to its proposal to accept or reject it in writing. If Client accepts Kodako’s response, Kodako shall draft a written Contract Amendment Agreement to reflect the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. Kodako shall commence work on the desired changes once the Contract Amendment Agreement is signed by authorised representatives of Client and Kodako.
Should Client reject Kodako’s response to its proposal, Client will so notify Kodako within 14 working days of Client’s receipt of the response. Kodako will not be obligated to perform any services beyond those called for in this original Agreement.
03. Website Credits and Links
Kodako may take the following actions:
Kodako can state on the Site that Kodako developed the Site. This will be stated discreetly in site footer and include hypertext links on Client’s Site to Kodako’s website. Kodako can place links and graphics on Kodako’s website to Client’s Site as an example of Kodako’s services.
04. Intellectual Property Infringement
Kodako warrants that Kodako will not knowingly infringe on the copyright or trade secrets of any third party in performing services under this Agreement. To the extent any material used by Kodako contains matter proprietary to a third party, Kodako shall obtain a license from the owner permitting the use of such matter and granting Kodako the right to sub-license its use. Kodako will not knowingly infringe upon any existing patents of third parties in the performance of services required by this Agreement.
Client represents and warrants to Kodako as follows: Client has the authority to enter into and perform its obligations under this Agreement; Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Kodako to use Client Content for the Site; and Client has or will obtain any authorisations necessary for hypertext links from the Site to any other third-party websites. Client will indemnify Kodako from any claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Kodako must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defence of such suit. Client will have sole control over any such suit or proceeding.
05. Website Design Payments
A one month payment in advance may be required and paid before commencement of any website design work.
Invoices for all 4 x monthly subscription design plans will begin 14 days after the commencement of any website design work.
Website designs that are payed for via a 4 x monthly plan, can only be paid via credit card and the Client will be invoiced each month as per the chosen Plan’s monthly fee. Alternatively, website designs can be purchased outright via a quoted amount and paid for via either credit card or bank transfer.
All other additional website design work beyond the scope of the Plan or Quotation can be paid via credit card or bank transfer and will be billed separately at Kodako’s hourly rate. Should the Client fail to pay Kodako the full amount specified in any invoice within 30 calendar days of the invoice’s date, interest of 10 percent per annum shall accrue from the 30th calendar day following the invoice’s date.
06. Website Hosting Payments
Kodako is an affiliate of SiteGround and hosts new website designs by default with SiteGround unless otherwise instructed. The Client will be billed directly by the hosting provider and will be responsible for ensuring the hosting is paid for to maintain an online presence.
07. Graphic Design, Ebook Design, Video Animation Payments
A payment of 20% of the quoted amount may be required in advance before the commencement of any design work.
Payments can be made by credit card or bank transfer. During development, payments at our hourly rate may be required for additional content beyond the quote scope. Should the Client fail to pay Kodako the full amount specified in any invoice within 30 calendar days of the invoice’s date, interest of 10 percent per annum shall accrue from the 30th calendar day following the invoice’s date.
During the term of this Agreement and afterwards, Kodako will use reasonable care to prevent the unauthorised use or dissemination of Client’s confidential information. Reasonable care means at least the same degree of care Kodako uses to protect its own confidential information from unauthorised disclosure. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarised and identified as confidential in a writing delivered to Kodako within 15 days of disclosure. Confidential information does not include information that the Kodako knew before Client disclosed it; is or becomes public knowledge through no fault of Kodako; Kodako obtains from sources other than Client who owe no duty of confidentiality to Client; or Kodako develops independently.
09. Termination of Agreement
Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.
10. Force Majeure
Kodako shall not be liable for any failure or delay in the supply or delivery of website and progressive web application (PWA) content or design services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Kodako including but not limited to war, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, 3rd party web developers, browser updates, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
This Agreement is subject to change without notice and will be governed by the laws of South Australia, Australia.