Website Development Terms and Conditions
Our Terms When Developing your Website
Last Edited: Date: May 28, 2018
- per annum, late fee percentage added
- deposit amount changed to 40%
Website Design Development Terms – The Image Stop
Statement of Work & Contract
[Note: This is a sample contract – we recommend you have your own legal counsel review any contract prior to approval.]
Between “us”, The Image Stop ltd., and “you” the “client” (as entered in the agreement form below). You/the client are hiring The Image Stop
Our Hosting and Domain package and/or maintenance packages are not included in this total.
1.0 SERVICES RENDERED
We create look-and-feel designs, with flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture, and typography). Within time frames you’ll have two or more opportunities to review our work and provide feedback. If at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that point and then cancel this contract.
1.2 Text Content
Writing or inputting any text copy is not included in this contract. If you’d like us to write new content or input text for you, we’re happy to help with that. Inserting your supplied text is included as part of this quotation.
You’ll need to supply
**Please note: the cost of purchasing or licensing stock photographs or a photoshoot is not included in this contract.
1.5 WordPress Integration
We will set up, install and configure WordPress on your hosting server as described in the scope of work section. WordPress is a third-party tool and therefore we can’t be responsible for any bugs associated with WordPress or themes or plugins used to establish functionality of the website. If any bugs are found during the development phase or 30 days after launch we’ll fix it (if possible) or update WordPress or the faulty plugin if it is available. After 30 days we’ll charge at our current hourly rate.
1.6 Browser Testing
Browser testing no longer means attempting to make a website look the exact same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
1.7 Desktop Browser Testing
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), and Mozilla Firefox. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
1.8 Mobile Browser Testing
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in (or in simulated environments of): iOS: Safari – Android: Google Chrome, Firefox – Using a mobile simulator. We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate.
1.9 Technical Support
The Image Stop
1.10 Changes and Revisions
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.
1.11 Errors and Omissions
The Image Stop ltd. does not guarantee the Services will be error-free. Furthermore, The Image Stop ltd. shall not be held, be liable to Client or any third-party for any damages, including lost profits, lost savings or other incidental, consequential or special damages, arising from errors in the Services even if Client advised The Image Stop ltd. of them at any time.
1.12 Product Licensing
All product, plugin and/or theme licensing used by The Image Stop ltd. in creating and building new websites remain licensed through The Image Stop ltd. As long as a client remains a client of The Image Stop ltd., this licensing remains in place and active. (ie. through our hosting and/or maintenance plans) If the client wishes to move their hosting to another hosting service or to cancel their maintenance plans, any licensing shared with the client by The Image Stop ltd. must be removed from the client’s website as per the licensing agreements that The Image Stop ltd. holds with the product, plugin and/or theme developers. Clients can obtain their own licensing from the developers as needed. the Image Stop ltd. will gladly assist in the process by presenting links and contact information to help the client obtain their own licensing.
2.0 MUTUAL COOPERATION
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 CHARGES FOR SERVICES PERFORMED
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of The Image Stop
4.0 TERMS OF PAYMENT
4.1 Billing Schedule
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The Image Stop
4.2 Client Agreement to Pay
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 30-day payment terms. In the event payment is not made within 30 days, The Image Stop
4.3 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 CANCELLATION OF PLANS
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 RESPONSIBILITIES OF THE IMAGE STOP LTD. AND “YOU”
6.1 The Image Stop Ltd.’s Responsibility for Releases
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable). Such licenses will remain the property of The Image Stop ltd. unless transferable as which the licenses would be signed over to “you”.
6.2 Client Responsibility for Releases
- You guarantee that all elements of text, images, quotations, testimonials or other artwork you provide are either owned by your good selves, or that you have permission to use them. When final payment has cleared, copyright (as applicable) will be automatically assigned as follows:
- You’ll own the visual elements that we create for this project. Upon request, we’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them. These files and images can also be obtained through a backup of the website itself.
- Due to volume licensing agreements obtained by The Image Stop ltd., we’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
- The use of any licensed items are for use on your unique website and may not be used by yourself or another party for development of another or different website.
6.3 Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
The Image Stop ltd. acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by The Image Stop ltd. on behalf of “you” or disclosed by “you” to The Image Stop ltd.
8.0 TERM AND TERMINATION
8.1 Period of Agreement and Notice of Termination
This Agreement shall become effective as of the signing date and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
8.2 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 Payment for Non-Cancellable Materials
Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of “you”, that any such materials and services are non-cancellable.
8.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness owed by you to The Image Stop ltd., The Image Stop ltd. shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
9.0 GENERAL PROVISIONS
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta.
9.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
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