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I know there’s a lot to read below but these terms are put here for both our benefit. If there is a term you do not agree with please email me directly after submission and I’ll get back to you ASAP with an amendment. Work will not begin until both parties are satisfied with the terms of this contract. Once work begins, both parties are bound by the terms of this contract.
The Important Parts in Short
Terms & Conditions in Full
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by email. Notice will be effective when received. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of Ontario. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
Changes to Project Scope
If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Designer a written Change Order describing the requested changes in detail. Within 5 days of receiving a Change Order, Designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Designer will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Designers hourly rate of $150CAD per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 3 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Designer will not be obligated to perform any services beyond those in the original Agreement.
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Should there be a delay in providing content for the One Day Website, it will be at the discretion of DoubleUnderscore if the booked date is still possible. If not, there may be additional charges for rebooking the build day.
Evaluation and Acceptance
Client shall, within 3 business days after receiving each Deliverable, notify Designer in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Designer shall, within 3 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 14 days of corrections by Designer, Client finds the Deliverables are not acceptable, Client may be looking at extra expenses for further changes. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Accreditation and Promotion
Designer shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Relationship of the Parties
Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Representations and Warranties
Client represents and warrants to Designer that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Designer represents and warranty to Client that to the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
Indemnification and Liability
Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Designer grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants Client a nonexclusive, non-transferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
What’s Included in Your Website Build
Prior to the build, I have already determined what your wish list is. Any new “reasonable requests” for implementation that are brought up after the start of the training may sometimes be accomplished in the design/build.
However, some complex scenarios can come at extra cost to the client and will not be included in the tasks phase in the agreed upon session time. Example: a client that comes in for a new site build with email marketing and lead generation integration can be accomplished in one to two days. However, if they decide to add a storefront with 100 products populated in the store but didn’t disclose that BEFORE we started, this new “addition” to the project would be considered outside the scope of agreed project and require more resources. If you are unsure if you expressed full scope of project BEFORE your build begins, let me know and we’ll discuss details from there.
Your scope of project will all be completed within the quoted time OR in the Next Steps phase.
The final step of your build is to map out the Next Steps Document and get it in writing for you. BEFORE you go live. You will receive this document and have full knowledge of what is assigned for the Next Step task(s) for completion.
Specific details on web design packages:
Setup & Config
Design & Features
Software/Tools Required ($9.75USD/Month)
Terms of the Build
Changes and Modifications of Content
Client is responsible for changing and formatting any text/headlines and images once an initial image or piece of content is placed on the website. This includes images and text in all marketing softwares and tools used for the project. Images must be named properly by the client (eg. my-photo-in-rome.jpg) Client is responsible for watching the required video tutorials to learn how the website and software work to be able to make the required changes on their own. If the client would like the designer to make the changes extra fee’s may be added to the final invoice for time spent making updates.
Client agrees to pay Designer the fees listed in the Project Proposal, including all taxes. Client will pay Designer expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of 5%; (b) Milage reimbursement, other than normal commuting, at $2 per mile; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Designer fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client.
Refunds and Payment:
Once a deposit is received and hours equaling my current hourly rate that add up to the deposit amount are spent on the web build, the deposit becomes non-refundable. Final payment is due on the launch of your website, meaning the website is live and people can now access it on the web. Even if there are some items to finish up. Launching your website is an admission that you are content with the design/service. The website is not to be launched if you’re unhappy with the product produced. Once a website is live the full balance is due and you are responsible for making the final payment. Under no circumstances the remainder of the invoice balance is not to be paid when the website goes live. Final payments are NON refundable.
A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
Extra Site Expenses
Expect to upgrade some of your services during the build. For example, we may ask you to upgrade your hosting plan (should your current server be slow), or add a security plan and/or purchase a CRM for us to complete our project scope.
If you are completing a full site make-over, you can expect to buy the copyright to some pictures, video, or purchase the copyright of some materials used on your website. None of these purchases will be mandatory. However, if you do not purchase or upgrade, they may hinder the scope of project or the direction of your website build.
*Costs may vary. Please discuss this in advance with the Designer. They will be able to give you a very good idea of what expenses you may have to incur to complete your build.
*Video Production (if applicable):
Makeup artists, clothing, scripts, music copyright, etc. is not provided by DoubleUnderscore and is expected to be provided by the client.
Filming time depends of scope of work. Your production requirements need to be discussed with our Producer before your project commences. (in most cases video production should take less than 2 hours, any longer may hinder your project scope and incur additional charges)
We recommend you provide a preliminary script as writing one from scratch may take unnecessary time that could be best used elsewhere.
Abuse & Harassment
Any type of bullying or harassment, ill will, disrespect, or harassment myself or my team will never be tolerated in any way shape or form, during or following the build. Any form of abuse will result in a complete stop of the project until further notice. The client understands that there is no refund resulting of a cessation of work due to contravention of abuse policy.
Passwords & Security
Once I have completed your project, change all your passwords to secure your assets. For your own security, and as a matter of good business practice, we highly recommend that you change your passwords monthly. Choose passwords that are long, with special characters and numbers. If you are on a monthly plan with us, keep us advised of your updated passwords via phone. Do NOT transfer any passwords via email. Thank you. Once the website is live I am no longer responsible for hacks, data loss, or anything that may result from a security breach.
I can be your digital marketing team for the next 6 months to help you grow your business. If you wish to hire a full time digital marketer, a good one will run you between 70K -120K. Our team is here to serve at a fraction of the cost.
For only $1000.00 a month (6 month contract), this affords you access to 10 hours of support per month in the following areas:
Each support contract is customized to support specific customer needs.
~ end of terms of service
Thank you for reviewing my terms of service.
If there is a term you do not agree with please email me directly after submission and I’ll get back to you ASAP with an amendment. Work will not begin until both parties are satisfied with the terms of this contract. Once work begins, both parties are bound by the terms of this contract.