Definitions
Agreement: This is the project proposal, Contract, terms and conditions and any other documents that may be attached.
Client Content: All materials such as writing, images and other content that is to be used in the creation of the deliverables.
Deliverables: The work specified within the proposal and contract to be delivered to the client by Online Research Consulting OU.
Tools: all tools used and developed by Online Research Consulting OU in the delivery of the project. Including fonts, web authoring tools, source coded, applications, software and other inventions whether patentable or not. Also non-copyrightable ideas such as layout, functional elements, navigation, website design and architecture.
Final Deliverables: Final version of any deliverables provided by Online Research Consulting OU to the client and accepted.
Project: The scope and purpose of the work to be undertaken as defined and detailed within the proposal.
Services: All services and work provided by Online Research Consulting OU to the client as defined within the proposal.
Third Party Materials: Proprietary third party materials that are to be used within the project. Including items such as third party illustrations and stock photography.
Development Services
Online Research Consulting OU shall provide the development services as specified within the work plan and scheduled milestones.
Proposal / Scope of Work
The terms of any agreement are valid for 30 days after receipt by the client. After this period Online Research Consulting OU reserve the right to modify and resubmit the agreement for approval.
Compensation
Additional costs: Proposal costs only include the costs of development. Third party costs such as licensing and hosting shall be billed to the client.
Expenses: Client will be responsible for any out of pocket expenses incurred by Online Research Consulting OU at cost.
Fees: The client shall agree to pay Online Research Consulting OU all fees listed within the project plan including any associated taxes.
Payment
Invoices: All invoices shall be paid within 5 days of receipt unless otherwise stated and agreed. All expenses and additional costs will be listed separately.
Payment Schedule: Payments shall be made according to the milestones agreed within the proposal’s work plan and milestone schedules.
Changes to Scope of the Project
Change Request: Any request by the client to change the agreed scope of work shall be made in writing. Any such change request will fully detail and describe the changes required. Online Research Consulting OU will provide a response within 5 business days detailing any additional costs and changes to delivery dates and terms and conditions.
Minor Changes: Any changes which are deemed to be minor in nature by Online Research Consulting OU will billed at our standard hourly rates. These charges will be in addition to any fees already agreed within the project proposal and shall not be constrained by any agreed final or maximum price. Any required modification to the delivery schedule shall be communicated to the client.
Major Changes: Any changes that are likely to cost 20% or more of the full budgeted cost or take 20% or more of the project time will be deemed major changes. In this case Online Research Consulting OU will submit a new and additional proposal to the client for approval. No work on the project will be undertaken until the new proposal is signed/agreed, accepted and fees paid.
Acceptance of Change Request Proposals: The client has 14 business days in which they can accept any new proposal. If the proposal is not acceptable Online Research Consulting OU is not obliged to do any additional work outside of the scope of the original agreement.
Delays
Client Delays: All reasonable efforts should be made by the client to provide any necessary information, approvals and materials. Any delay caused by the client will result in a “day for day” extension on each subsequent milestone.
Online Research Consulting OU Delays: Online Research Consulting OU will endeavor to meet all milestones within the work plan. Should delays occur the client shall be notified via email.
General Delays: These are delays that are beyond the control of either party and could be any of the following (but not limited to): Natural disasters, power failure, fire, flood, acts of god, labor disputes, acts of government, war, terrorism or epidemics. These delays shall not be considered a breach of the agreement and shall result in a “day for day” extension to subsequent milestones.
Evaluation and Acceptance
Testing: Online Research Consulting OU shall test all deliverables using commercially reasonable and acceptable methods and correct any issues found prior to delivery to the client.
Approval Periods: The client shall provide approval or rejection of any deliverable milestone within 7 business days. Any rejection shall be made in writing detailing the objections, changes or corrections that are required. Online Research Consulting OU will resolve and make delivery of a revised deliverable within 14 business days. The client shall then have an additional 7 business days to approve and request any changes in writing.
Client Responsibilities
The client shall acknowledge that they are responsible for acting in a timely and reasonable manner with regards to all of the following:
- Providing all content in a form that can be used within the deliverables without additional preparation by Online Research Consulting OU: unless agreed otherwise within the proposal.
- For proofreading and checking all materials: Online Research Consulting OU will charge for any corrections that are required.
- For making timely decisions regarding other parties.
Accreditation and Promotion
Accreditation: Online Research Consulting OU shall be entitled to place an accreditation hyperlink on each page of the final deliverables unless expressly agreed otherwise within the proposal.
Promotion: Online Research Consulting OU reserves the right to display, publish and reproduce any deliverables and to be credited with authorship for the following uses: portfolios, websites, galleries, periodicals, and other media for the purpose of advertising, professional advancement, or recognition of excellence.
Promotional Approval: Either party has the right to describe their roles within the project in their website or other promotional materials. Approval by either party should not be unreasonably withheld and a link to the other party’s website should be added.
Confidential Information
Any information that either the client or Online Research Consulting OU considers as being confidential shall be treated as such whether covered by copyright, patent or not. No confidential information shall be provided to any other party and should only be used in the completion of this project. Confidential information cannot be considered information that is already known by the recipient or another party or if it is received from or disclosed by a third party without any form of restriction.
Relationships
Agents: Online Research Consulting OU reserves the right to utilize third party contractors for the services that it provides. Online Research Consulting OU will retain full responsibility for meeting all requirements specified within the proposal.
Exclusivity: There is no exclusive agreement between either party. The client is free to engage other parties that provide the same or similar services to Online Research Consulting OU. Online Research Consulting OU is also allowed to solicit and advertise their services and provide them to any other client.
Independent Contractor: Online Research Consulting OU shall be considered to be an independent contractor. Online Research Consulting OU will determine at its sole discretion how they shall deliver the deliverables of the project. Any proposal or agreement with Online Research Consulting OU will not suggest or form any agency, partnership, joint venture or employee-employer relationship. There is no authorization to act as an agent for or to bind any other party as a result of any agreement between Online Research Consulting OU and their client. All rights granted to either party are purely contractual in nature. Deliverables and work undertaken by Online Research Consulting OU shall not be deemed as work for hire as defined within copyright laws.
Liability
Online Research Consulting OU liability is limited with amounts paid to Online Research Consulting OU by the customer. Online Research Consulting OU services are purchased “as is” and at no condition Online Research Consulting OU may be considered liable for any damage and/or losses Customer may get.
Rights for Work Produced
License: The client is granted a non-exclusive, perpetual, worldwide license for the use and display of all final deliverables by Online Research Consulting OU. The client shall not modify, derive additional works or extract any portion of the final deliverables. The rights that are granted by Online Research Consulting OU are for the use of the final deliverable in the form agreed.
Support Services
Warranty Periods: Online Research Consulting OU will provide any commercially reasonable assistance and technical support to update and maintain the deliverables as well as correcting any problems. Additional support shall be billed at Online Research Consulting OU’s standard rates. Any deliverable by Online Research Consulting OU that was edited/intruded into by any third party loses its right to be supported by Online Research Consulting OU within warranty period. The warranty in this case will be considered to be broken, and Online Research Consulting OU will no longer have any responsibility for deliverable affected.
Online Research Consulting OU reserves the right to make changes to the Terms and Conditions at any time. All changes can be viewed on this page and your continued use of this site signals your acceptance of these changes.
