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Project Terms and Conditions
Contact Arctos


Have you heard of this new thing called the internet? It's giving people new expectations. It's allowing them to become their own expert. Knowledge lies anxious at their fingertips. Gloss over the truth in your advertising and you'll quickly be dismissed as a poser.
Roy H. Williams

  1. DEFINITIONS
    • The Client and Arctos Group are each individually referred to as a “Party” and are collectively referred to as the “Parties”
    • "Scope of Work" shall mean all requirements, constraints, and change requests reviewed and agreed to by all parties in writing. Items that have not been agreed to in writing will not be included in the Scope of Work.
    • "Specification" shall mean design and development specifications required to implement the Scope of Work.
    • "Work" shall mean all design, development, and launch activities necessary to implement the Specification.
    • "Website" shall mean the working website which is the result of the performance of this Agreement by the Vendor.
    • "Deliverable" means the working website together with the site source code, source graphics files, source media files, relevant documentation and details of open source software used.
    • "Client Content” means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation into the Website. The Client bears sole responsibility for providing the Client Content to the Vendor in accordance with the project schedule. The Vendor shall not be held responsible for project delays caused by the non-delivery of the Client Content.
    • "Confidential Information” as used throughout this Agreement herein shall mean any and all trade secrets and any and all data or information not generally known outside of the Disclosing Party, regardless of form, proprietary to or maintained in confidence by the Disclosing Party, including but not limited to any and all data, information, technical data or know-how relating to business plans, contracts, proposals, documents, concepts, discoveries, ideas, inventions, new products, mechanical and electronic designs, title, script, report, analyses, process data, program, any and all form of codes, research, prototype, survey, new technologies, plans of production and publicity, specifications, articles of manufacture, test procedures, schematics, materials, methods, operations, procedures, marketing techniques, marketing plans, strategies, customer files, customer lists, any business, marketing, financial or sales record, data, plan or survey and other business data whether it is written, oral, audio tapes, computer discs, machines, prototypes, designs, drawings, human or machine readable (hereinafter collectively called the “Confidential Information”), which is disclosed by the Disclosing Party, directly or indirectly to the Receiving Party or any of it employees or directors, on or after the date hereof.
    • "Copyrights" means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Thai Copyright Law.
  2. WORK, SERVICE, and DELIVERABLES
    • The Vendor shall develop and launch the Website according to the agreed Scope of Work and Specification.
    • The Client shall have the right and responsibility to participate in the definition and review of the Scope of Work throughout the project’s duration. The Vendor shall not be held liable for any requirements, constraints, specifications, or change requests that have not been provided, reviewed and/or prioritized by the Client in the timely fashion according to the project schedule.
    • Changes to the Scope of Work can be submitted at any time prior to the project completion and shall undergo the Change Control Process in order to be added to the Scope of Work. All Client change requests will be recorded and reviewed by the Vendor. Requests deemed disruptive to the project schedule/budget or outside of the Scope of Work will be reviewed by all Parties and a course of action will be determined and agreed upon in writing. The Scope of Work and/or project schedule/budget will be adjusted to accommodate accepted changes. Any change request not accepted in writing by all Parties will be deemed outside of the Scope Of Work and will not be covered by this agreement.
    • The Vendor shall exercise commercially reasonable efforts to test Deliverables and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify the Vendor, in writing, of any failure of such Deliverable to comply with the Specification, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.
    • The Client shall, on the date set in the project schedule, conduct User Acceptance Testing of the Website. If, as a result of the UAT, the Client identifies any issue within the Scope of Work of the Website, the Vendor shall, at its own cost, repair the defective Website by the date indicated and agreed by the Parties. The Client shall have a new test period to inspect such new non-defective or repaired Website. All costs and expenses for repair of the defective Website and for delivery of the new non-defective Website shall be borne by the Vendor. Upon the completion of the website, the Client shall sign an Acceptance Form for website to confirm that the Deliverable meets the requirements of the original Scope of Work.
    • Unless otherwise stated all designs, content, code, and documentation created by the Vendor for the purpose of the project shall be deemed to be intellectual property of the client. Deliverables that were not created by the Vendor such as open source components, syndicated content, stock photography and video, 3rd party templates and designs shall retain their original licensing and copyright and shall not be considered the property of the Client. It will be the responsibility of the Client to abide by the licensing and copyright laws governing the usage of such deliverables in the Client’s registered jurisdiction.
    • All project deliverables shall be transferred to the client via a downloadable archive. Other delivery options may be requested.
    • Unless otherwise stated the Vendor reserves the right to use the Client’s site for marketing presentations and portfolio showcase.
    • Unless otherwise stated the Vendor shall include “Designed and developed by Arctos Group Ltd.” signature in the footer of every page in the website. The signature will be visually rendered as to not distract from the main focus of the website. The signature design shall be presented to the Client for review and approval prior to the launch of the site.
  3. COMPENSATION AND PAYMENT
    • In consideration of (i) the Work to be rendered by the Vendor and (ii) the Deliverable and the rights assigned or transferred in accordance with the provisions of Article 6, the Client shall pay the Vendor compensation in installments in accordance with the Payment Schedule described below.
    • In the event of cancellation as defined under ARTICLE 7, the Client shall pay for any accrued costs or expenses associated with Scope of Work performed prior to cancellation.
    • Payment Schedule
    •  
      • 50% of the total shall be due upon the acceptance of the quote
      • 30% of the total shall be due upon the completion of the Website testing and closing of all in-scope issues.
      • 20% of the total shall be due upon the completion of the 15 day stabilization phase and closing of all in-scope issues.
  4. PROJECT COMMUNICATION
    • To streamline project management, communications, and tracking the Vendor will utilize online collaboration tools. The Client’s project manager and representatives are strongly encouraged to use these tools.
    • All project items (requirements, constraints, and issues) that comprise the Scope of Work will be managed in the issue tracking system. All communications about project items should be recorded in this system for timely review and implementation.
    • During the term of this Agreement the Client may visit the Vendor’s premises, during and within standard working hours by giving at least 1 day notification to the Vendor.
  5. CONFIDENTIAITY
    • The Parties agree that access, release to and/or use of disclosed Confidential Information shall be restricted to those employees, directors and contractors of the Receiving Party and its Affiliates, which have a need to know the Confidential Information. The Receiving Party shall cause all its Affiliates, employees, directors and contractors to be bound by and to comply with all of the terms and conditions herein.
    • The Receiving Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential information and in all events at least a reasonable degree of care. All Confidential Information furnished by the Disclosing Party to the Receiving Party shall be used solely in connection with the Scope of Work. Except as otherwise expressly provided herein, the Receiving Party shall not disclose or copy, or authorize or permit the use, copy or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity, and shall not use any Confidential Information to unfairly compete against or obtain unfair advantage or benefit or profit.
    • The above obligation of non-use, non-disclosure and confidentiality shall not apply when such data is disclosed by either party, to employees, directors, agents, consultants or suppliers whose duties cannot satisfactorily be fulfilled without knowing the data and who have executed appropriate confidentiality agreements.
    • The obligations imposed upon herein shall not apply to Confidential Information which is:
      • already in the legal possession of the Receiving Party at the date hereof;
      • directly or indirectly, made known, divulged, published or publicized by the act of any Party;
      • generally available to the public through no wrongful act of the Receiving Party;
      • independently developed by the Receiving Party;
      • disclosed upon request of the Disclosing Party;
      • received or provided lawfully from a third party without restriction and breach of this Agreement herein;
      • required by any judicial or governmental request, requirement or order, provided that the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient prior notice in order to contest such request, requirement or order. In any such case, Receiving Party shall disclose only such Confidential Information as is legally required and shall exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed.
  6. INDEMNIFICATION
    • The Client represent and warrant to the Vendor that they are fully authorized to publish the entire contents and subject matter of all Advertisements (including, without limitation, all text, graphics, URLs, and sites to which URLs are linked), and that all Advertisements will comply with all applicable Thai laws and regulations. The Client agrees unconditionally to indemnify and hold harmless the Vendor and their respective officers, agents and employees, from and against any and all loss, liability and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising in connection with such Advertisements, including without limitation claims for defamation, copyright infringement, and trademark infringement. In brief, the Client shall bear any and all liabilities that result from the specifications provided by the Client to the Vendor and the Vendor can only bear the risks directly associated with the Work.
    • The Vendor agrees to and does hereby indemnify and hold the Client harmless against any claim, liability, loss, cost, damage or expense, including without limitation, all expenses, reasonable attorneys’ fees and court costs, as a result of any breach of the obligations, covenants, agreements, representations, or warranties of the Vendor under this Agreement provided that the Client promptly notifies the Vendor of any such claim or suit in writing. The failure of the Client to give prompt notice shall not result in the loss of indemnification unless the Vendor shall have been materially prejudiced thereby.
    • The Vendor agrees, but limited to Articles 1.1-1.6 of this agreement, to and does hereby indemnify and hold the Client harmless against any claim, liability, loss, cost, damage or expense, including without limitation, all expenses, reasonable attorneys’ fees and court costs, on account of the infringement of any patent or other intellectual property rights arising out of the use of prototypes of the Product developed, designed and produced by the Vendor, and the Vendor shall, at its own expense defend all claims, suits or actions of infringement of intellectual property rights against the Client, provided the Vendor is promptly notified of such claims, suits and actions. The failure of the Client to give prompt notice shall not result in the loss of indemnification unless the Vendor shall have been materially prejudiced thereby
  7. TERM AND TERMINATION OF THIS AGREEMENT
    • The term of this Agreement shall commence upon the receipt of the initial deposit by the Vendor. Notwithstanding the provisions of this Article 7.1 or any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its term pursuant to Articles 7.2, 7.3 and 7.4 of this Agreement.
    • In the event that either party hereto is adjudicated bankrupt or insolvent, or enters into an agreement for the benefit of creditors, or in the event that a petition in bankruptcy or for corporate reorganization or for any similar relief shall be filed by or against either party hereto or receiver is appointed with respect to any of the assets of either party, or if all or a significant part of the assets of either party are transferred to a third party, then the other party may immediately terminate this Agreement by giving a written notice to that effect.
    • In the event that either party breaches or fails to perform any of material obligations, terms or conditions on its part to be observed or performed hereunder and fails to cure such breach or default within thirty (30) days after its receipt from the other party of written notice specifying the nature of such breach or default, the other party may, without prejudice to any other remedies available to it hereunder or under law or otherwise, terminate this Agreement effective immediately by giving the defaulting party written notice to that effect.
    • Notwithstanding Article 7.1 the Client may terminate this Agreement without cause and without any liability upon thirty (30) days’ prior written notice to the Vendor. In such event, the Vendor shall be entitled to retain all fees paid by the Client to such date. In case of such cancellation the Vendor will furnish to the Client only deliverables that have been paid for.
    • Upon any termination of this Agreement pursuant to this Article, the breaching, insolvent or bankrupt party shall immediately deliver to the terminating party and discontinue the use of all of the terminating party’s confidential data and information described in Article 5.
    • Articles 5, 6, 7, 12, 13, 14, 15, and 16 shall survive the expiration or termination of this Agreement.
  8. FORCE MAJEURE
    • Neither party shall be responsible for delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, flood, fire, earthquake, explosion, or any other casualty or accident, any law, order, regulation, ordinance, demand, or requirements of any governmental agency, or any other occurrence beyond its reasonable control.
  9. ASSIGNMENT
    • The parties acknowledge that this Agreement is personal in nature and agree that this Agreement shall not be assigned, in whole or in part, by either party without the prior written consent of the other party. Any purported assignment of this Agreement of any right and obligation therein without the written consent of the other party shall be null and void.
  10. COMPLIANCE WITH LAWS
    • To the best of its knowledge, either party represents and warrants that its performance complies with any and all laws, ordinances and regulations applicable to the respective parties.
  11. GOVERNING LAW
    • This Agreement shall be governed by, performed under and construed in accordance with the laws of Thailand without giving effect to the conflict of law principles thereof.
  12. ARBITRATION
    • In the event that any dispute or difference arises between both parties, out of or in connection with this Agreement or breach of this Agreement, both parties shall promptly make endeavor to resolve such dispute or difference by mutual discussions. Should such dispute or difference continue to remain unresolved, any such dispute or difference shall be finally settled by binding arbitration. The arbitration shall be governed by and made in accordance with the laws of Thailand.
  13. WAIVER
    • No consent or waiver, expressed or implied, by a party to or of any breach or default by the other party in the performance by it or any of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such party of the same or any other obligation of such party hereunder. Failure on the part of a party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver by a party of its rights hereunder.
  14. SEVERABILITY
    • In the event that any provision or provisions of this Agreement should be invalid, the remainder of this Agreement shall remain in full force and effect. The parties agree to replace such invalid provision or provisions by valid ones which will have an economic effect as close as possible to the invalid provision or provisions.
  15. ENTIRE AGREEMENT
    • The acceptance of the attached quote constitutes the acceptance of the entire agreement, which constitutes the entire agreement and understandings between both parties as to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous agreements, written or oral, as to such subject matter. This Agreement may be changed only in writing stating that it is an amendment or modification to this Agreement, and signed by an authorized representative of each of the parties hereto.
  16. NOTICE
    • Any notice, consents, approvals, other notifications required of the parties shall be in writing. Any such notice shall be deemed served on the day received if sent by registered air mail or courier service with return receipt requested, addressed to the other party, at the address specified hereto.
  17. HEADINGS
    • The headings of articles hereof are inserted only for the purpose of convenient reference and it is recognized that they may not adequately or accurately describe the contents of the paragraphs which they head. Such headings shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of the Agreement or any part or portion thereof, nor shall they otherwise govern any legal effect.