Website Development, Graphic Design, and Maintenance Terms and Conditions
Our Terms When Developing your Website
Last Updated: November 28, 2019
Website Design, Graphic Design, and Maintenance Contract Terms – The Image Stop ltd. / theimagestop.com | penguinhosting.ca
Statement of Work & Contract
INVOICES
As with most of our projects, payment is due within 30 days of receipt of each invoice. You may not withhold any amounts due and we reserve the right to cease work without prejudice if amounts are not paid when due.
PAYMENT
Final payments are due upon completion of deliverables. If you delayed the execution or performance of a deliverable we reserve the right to make payments due upon the estimated due date.
TERMS & CONDITIONS
This website proposal incorporates the website proposal terms and conditions provided in the remainder of this document found below.
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ENTIRE AGREEMENT
This document together with any attachments, the agreement to the terms listed on our website and in the preceding section as well as any new, different or additional terms, conditions or policies which we may establish from time to time, and any agreement that we are currently bound by or will be bound by in the future, constitutes the complete and exclusive agreement between you and us concerning your engagement of us on this project, and supersede and govern all prior written and verbal communications.
SIGNATURE/AGREEMENT VIA APPROVAL FORM
By agreeing to this document you represent to us that you are a duly authorized representative of your organization and upon its behalf agree to be legally bound by its terms and conditions. You hereby accept and authorize the commencement and payment for the project described above.
Website Development Terms and Agreement
Next Steps
- Please ensure you have read the supplied contract and the following terms and understand all included details involved with us working together. It is important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
- If you have any questions at all, please let us know. We’re happy to clarify any points and there may be some items that we can sort out together. We’re committed to finding the best way to work together.
- Once you feel confident about everything and are ready to move forward, sign and initial the following quotation and fill out the form below acknowledging these terms.
- Once all contracts are signed and agreed on we will proceed on working through the design and implementation of the outlines.
- If you’d like to speak to us by phone, don’t hesitate to call or email us at any time. greg T: 403-630-3409 • greg@theimagestop.com • theimagestop.com
[Note: We are not lawyers and recommend you have your own legal counsel review any contract prior to sending out.]
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Between The Image Stop Ltd. (the “Image Stop”), and you the “Client” (as entered in the agreement form below). Client is hiring Image Stop, located at Calgary, AB, to design, develop and maintain a website for the estimated total price as indicated in your official quotation (and listed below) plus GST as outlined within this agreement.
Our Hosting and Domain package and/or maintenance packages are not included in this total.
SERVICES RENDERED
Design
Image Stop will create and design your website for you. We create look-and-feel designs, with flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs interactively 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.
Text Content
Image Stop will not provide any text copy as part of the Services. Any text copy to be incorporated into Client’s website shall be provided by Client to Image Stop. Inserting text supplied by Client is included as part of the Services.
Image Stop may provide new content or input text for Client at an additional cost if requested by Client.
Photographs
Client shall provide Image Stop with graphic files to be used for providing the Services. All graphic files must be in an editable, vector digital format. Photographs must be in a high-resolution digital format.
Upon Client’s request, Image Stop may search for photographs for Client to use for their website. The cost of purchasing or licensing stock photographs or a photoshoot is not included in this contract. Image Stop will provide a separate estimate for the cost of any licensed images that may be used or alternatively will use reasonable commercial efforts to locate royalty-free images.
If Client desires to buy stock photographs for the Services, Image Stop will suggest stock libraries and style of photography/images.
HTML, CSS and JavaScript
As part of the Services, Image Stop will deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills, and behaviours to Client.
WordPress Integration
Image Stop will setup, install and configure WordPress on Client’s 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 its plugins. If any bugs are found during the development phase or 30 days after the launch of Client’s website, Image Stop will use commercially reasonable efforts to fix the issue (if possible) or will update WordPress or the faulty plugin if it is available. If any defect or bug is discovered after the 30 day period, Image Stop may fix the issue at its then current hourly rate.
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.
Desktop Browser Testing
Image Stop will test its work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), and Mozilla Firefox. Image Stop won’t test in other older browsers unless Client specifies otherwise. If Client requests an enhanced design for an older browser, Image Stop can provide a separate estimate for performing said request.
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.
Image Stop will test its work in (or in simulated environments of): iOS: Safari – Android: Google Chrome, Firefox – using a mobile simulator. Image Stop will not test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If Client requests Image Stop to test using these aforementioned platforms, Image Stop can provide a separate estimate for performing said request.
Technical Support
Image Stop does work closely with a separate division within our company to offer website and email hosting. If you already have your own hosting services we have no problem working with them as well. Once the new website is completed on our test servers, if you are interested in our Hosting/Domain packages, we can set up an account for you with our website hosting partner (PenguinHosting.ca) or at one of our other preferred hosting providers for an additional fee. We can set up your site on a server. Further discussion about pricing and special packages can be discussed at that time.
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 Image Stop estimates it will need to accomplish the Services. Client may request changes to the Services to be provided by Image Stop. Image Stop may (i) agree to the revised Services at no additional cost or (ii) provide Client with a new estimate for the revised Services. Notwithstanding the foregoing, Image Stop will be entitled to payment for any work it has done up to and including the time Client requests changes to the Services.
Errors and Omissions
Image Stop does not guarantee that the Services will be error-free. Furthermore, Image Stop 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 has advised Image Stop of them at any time.
2.0 MUTUAL COOPERATION
Image Stop agrees to use reasonable commercial efforts to complete the Services. Client agrees to aid Image Stop in doing so by making available to Image Stop the necessary information pertaining to Client’s website and to cooperate with Image Stop 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 beyond the scope of the Services, and an amendment to the budget will be required if Image Stop deems it necessary.
Projects that go dormant for longer than 45 days will incur a $50 fee to resume work at the sole discretion of Image Stop.
TERMS OF PAYMENT
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.
Image Stop will provide Client with an initial invoice equal to 40% of the total fees (the “Deposit”) upon execution of this agreement. Work on the Services will begin once the Deposit is received by Image Stop. The remaining 60% of the total fees will be billed monthly as the service hours are spent or once the Services are completed.
Client Agreement to Pay
Client agrees to pay the Deposit upon receipt of the initial invoice from Image Stop. Every invoice after that will be submitted to Client by Image Stop on a monthly basis and Client shall have 30 days after receipt of each invoice to pay the amount therein. In the event payment is not received within 30 days, Image Stop will charge a late payment fee of 3.99% per month (59.9% per annum, compounded monthly) on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Image Stop incurs for carrying overdue invoices from Client. In addition, Image Stop reserves the right to stop work on the Services until payment is received.
Upon completion of the Services, Image Stop will provide Client with a final invoice and Client shall pay the amount due on the final invoice within 30 days of receipt. If Client delays the execution or completion of the Services, Image Stop reserves the right to deem the Services completed and issue the final invoice accordingly.
Collection Costs
In the event that Image Stop incurs legal fees, costs and disbursements in an effort to collect its outstanding invoices from Client, in addition to interest on the unpaid balance, Client agrees to reimburse Image Stop for these expenses on a substantial indemnity basis.
5.0 CANCELLATION OF PLANS
Client has the right to modify, reject, cancel or stop any and all plans or work in progress. However, Client agrees to reimburse Image Stop for all costs and expenses it has incurred prior to Client’s change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold Image Stop harmless for any and all liability relating to such action. Image Stop agrees to use reasonable commercial efforts to minimize such costs and expenses.
Image Stop has the right to modify, reject, cancel or stop any and all plans or work in progress at its sole discretion, acting reasonably. Upon such an occurrence, Client agrees to pay any amounts due for completion of work in progress up to and including the date of such occurrence.
RESPONSIBILITIES OF THE IMAGE STOP LTD. AND “YOU”
The Image Stop Ltd.’s Responsibility for Releases
Image Stop shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by them for use in performing services for Client (if applicable). Such licenses will remain the property of Image Stop unless transferable at which point the licenses would be signed over to Client.
Client Responsibility for Releases
Client represents and warrants that all elements of text, images, quotations, testimonials or other artwork provided by them to Image Stop are either owned by Client, or that Client has permission to use them.
When final payment for the Services has cleared, copyright (as applicable) will be automatically assigned as follows:
Client will own the visual elements that Image Stop created for the Services. Upon Client’s request, Image Stop will give client source files and finished files. Notwithstanding the foregoing, Image Stop is not required to keep copies of any source files or finished files for Client. Client will own all elements of text, images and data provided to them, 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 Image Stop, Image Stop will own the unique combination of these elements that constitutes a complete design and will license that to Client, exclusively and in perpetuity for the Services herein only, unless the parties agree otherwise in writing. If Client and Image Stop agree otherwise, Image Stop may provide a separate estimate for the additional service.
The use of any licensed items provided to Client by Image Stop are for use on the Client’s website and may not be used by Client or another party for development of another or different website.
Client covenants to Image Stop that it will diligently provide Image Stop with any and all information requested by Image Stop and will promptly comply with any reasonable requests made by Image Stop that it deems necessary to perform the Services.
6.3 Client Responsibility for Accuracy
Client shall be responsible for the accuracy, completeness and propriety of information concerning its products and services that it furnishes to Image Stop verbally or in writing in connection with the performance of the Services herein.
7.0 CONFIDENTIALITY
Image Stop shall use commercially reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Image Stop on behalf of Client or disclosed by Client to Image Stop.
TERM AND TERMINATION
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.
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. Either party may terminate this Agreement by giving written notice to the other party if commitments made during the process of executing this agreement are not realized over a period of one month or more. 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.
Payment for Non-Cancellable Materials
Any non-cancellable materials, services, etc., Image Stop has properly committed to purchase on account of Client, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by Client, in accordance with the provisions of this Agreement. Image Stop agrees to use commercially reasonable efforts to minimize such liabilities immediately upon written notification from Client. Image Stop will further provide written proof, upon request from Client, that any such materials and services are non-cancellable.
Materials Unpaid For
If upon termination there exist any materials furnished by or any services performed by Image Stop for Client which have not paid in full by Client, until such time as Client has paid Image Stop in full, Client agrees not to use any such materials, in whole or in part, or the product of such services.
Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness owed by Client to Image Stop, Image Stop shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. Client agrees to pay for all costs associated with the transfer of said materials, including, but not limited to, any courier or postage charges.
GENERAL PROVISIONS
Governing Law & Jurisdiction
This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta. Each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any matters arising out of this Agreement.
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.
Entire Agreement
This document together with any attachments, the agreement to the terms listed on Image Stop’s website and in the preceding section as well as any new, different or additional terms, conditions or policies which Image Stop may establish from time to time, and any agreement that Image Stop is currently bound by or will be bound by in the future, constitutes the complete and exclusive agreement between the parties for the Services, and supersedes and governs all prior written and verbal communications between the parties.
Severability
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.
Time of Essence
Time shall be of the essence of this Agreement.
Enurement
This Agreement shall be binding upon and enure to the benefit of the successors, heirs, administrations, assigns, associates or affiliates of the parties.
Non-Transferrable
This Agreement may not be transferred or assigned by either of the parties without the written consent of the other.
Electronic Signing and Counterpart
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all counterparts together shall constitute one and the same instrument. A signed counterpart or signature provided by way of electronic transmission shall be as binding upon the parties as an originally signed counterpart or signature.
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.
7.0 CONFIDENTIALITY
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.
9.4 Severability
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.
Please fill out and send this form to acknowledge agreement to the website terms and conditions as displayed on this page. The date of approval will be noted on your sent form.
We suggest printing these terms for your records.