Web Site Development Agreement
This Web Site Development Agreement ("Agreement") is entered into between Derek Maxwell/MaxJeeps ("Customer") and Tami Heaton/Undeniable LLC ("Developer").
It is agreed as follows:
1. Services to Be Performed / Scope of Work
Developer agrees to perform web site design and programming services required to develop a web site ("Site") for Customer. Specific services may include:
Developer will create one draft and up to (but no more than) two rounds of revision for each of the above types of work.
Since the project has been structured so that different stages of work flow one into the next (e.g. wireframes inform page design, and page design informs page build), Customer may not request substantial changes to design or layout once each stage has passed through the approval process. All Customer stakeholders must provide written approval upon completion of each stage of the project.
Services not directly related to design or development but included in the project cost include:
All site pages will be created on Developer’s servers and moved to Customer’s server environment following final project approvals and final payment.
The scope of work for the project will include 11 pages, as follows:
Standard Basic Package – 11 Pages – $4,000
Any additional single pages may be added at any time during the project, at a cost of $225 per page.
WooCommerce implementation and setup – $500.
2. Payment Arrangements
Customer will pay Developer as follows:
Total amount due: $4,500
Payment upon execution of Agreement: $2,250
$1,125 due on design approval
$1,125 payment due prior to project launch (payable in full the business day prior to scheduled launch)
There will be no refunds on the initial 50% project payment. If content is not provided during the timeline specified, final project payment will be triggered by completion of the site with “dummy” content on the original payment schedule, and the content will be filled in at the time it is provided by the Customer. In this case, timeline for completion of content insertion will be at the discretion of Developer. Training will be provided on any timeline Customer wishes (with 48 hours notice), and the site may be moved to Customer’s server upon completion of final payment, if desired.
3. Project Timeline and Approvals
The following schedule approximates the actual timeline for the project. Project start date will be Monday, April 2, and end date will be Monday, April 30.
Any problems with the schedule during the course of the project should be communicated to Developer as soon as they’re known, so that the schedule may be revised.
In the case that Customer is not able to provide approvals/revision requests within the allotted timeframe, the project launch will be postponed for a corresponding period of time (e.g. a two-day delay in page approval will result in an additional two days being added to the overall project schedule).
If Customer voluntarily removes their project from the schedule for any reason, rescheduling timeline will be at the discretion of Developer.
All sites are tested using the following Quality Assurance matrix. If additional testing is required, Customer should notify Developer prior to site build. Additional charges may apply.
Upon the completion by Developer and acceptance of the Site by Customer, Developer will deliver a copy of the Site’s computer code and graphics to Customer and will also transfer the Site to Customer’s designated hosting provider.
All projects that are paid in full are eligible for a 30-day warranty for any issues with display or functionality. Developer is not responsible for display or functionality issues created by Customer, and will bill at the normal hourly rate of $125/hour to investigate and remedy such problems. Developer is not responsible for any changes to text, images or related content assets after launch, unless those assets are found to be causing issues with display or functionality.
Developer is not liable for any site issues that are not reported within 30 days of site launch.
7. Additional Project Costs
a. Stock Photography. Typically, project cost will not change once scope has been established and agreed upon. One major consideration in terms of project cost, however, is the number of stock images required. Developer does not include the cost of stock photography in project estimates. Typically, if stock photographs are agreed upon, Developer will add the photos to a lightbox for Customer approval and then request that Customer handle payment directly.
b. Additional Services. Services that are not included in standard design/development project costs, but which can be contracted separately from Developer, include:
8. Customer Training
All design and development projects include two hours of Customer update training. This training will be provided in person, or via phone or Skype, as appropriate. (Chat is not considered an adequate medium for Customer training.) Custom update documentation will also be delivered following each project, on request.
9. Changes of Project Scope
Any changes to the initial and agreed-upon project scope may result in additional project cost and an extended project timeline. Changes of scope include but are not limited to:
Any additions to the approved site plan will be billed at the regular agency rate of $125/hour. Any technology required for a scope change (themes, plugins, etc.) will also be added to the project total. All scope changes will be added to the next scheduled payment and must be paid in full at that time.
10. Asset Formats
Unless these services are contracted from Developer, Customer will be responsible for providing the following:
11. Asset Delivery
All graphical assets must be received within 2 weeks of contract completion, or the project will be placed on hold until these assets are received, with no refund.
Final text and social media assets must be received no later than the second project payment (which is scheduled between design approval and prior to site build), or the project will be placed on hold until these assets are received, with no refund.
Text must be delivered in final, approved format. Unless Developer is providing editorial services, Developer will provide one round of limits text “tweaks” within a reasonable scope at the time the site is presented for review in final, coded form. Substantial changes to copy at this stage may result in additional charges.
12. Early Project Termination
If Customer chooses to terminate the project early, Customer will forfeit refund of payment for any project costs incurred prior to project cancellation but will not be held responsible for paying for any pending, unperformed tasks.
If Developer chooses to terminate the project, Developer will forfeit payment for any pending, unperformed services but will not be liable for returning any previously completed payments and may pursue collection of any outstanding payment for services already performed.
Payments withheld for any reason during the course of a project will result in the following consequences:
If payment is not received within 30 days of invoicing, Developer will pursue collection of outstanding payment for services performed and may choose to terminate the remainder of the project, if desired.
In extremely rare cases, Developer may negotiate launch prior to final payment with a Customer in good standing. In these cases, if non-payment becomes an issue, Developer reserves the right to remove all live website assets and/or project proofs from the Internet after 30 days. If this occurs, Developer will be responsible for restoring all files after payment has been completed.
14. Site Maintenance
Unless ongoing site maintenance services are retained from Developer, Customer will be responsible for updating PHP, WordPress, themes and plugins without assistance from Developer following launch. Any problems incurred during this update process are not the responsibility of Developer and should be directed to the web hosting service for follow-up.
Developer will deliver a full archive of the site to Customer upon project launch for backup purposes on request. Any changes made following the launch of the site will not be included in this archive. In case of a site hack, Customer should follow up with their web host regarding any issues, unless they have an ongoing maintenance contract with Developer.
Developer is not liable for functionality or display issues created as a result of Customer error during normal content updates (e.g. photo updates, text updates, blog updates, calendar updates).
Customers who have not contracted maintenance services may request assistance with any of the items listed above at Developer’s normal fee of $125/hour. Schedule availability is not guaranteed. Emergency requests may require an additional expedition fee, if immediate service is needed.
15. Third-party Creative Contribution
Developer does not, generally, work with designers, website developers or content producers who are not part of the Developer’s freelance pool. Developer will, however, entertain requests from Customers to do so in special cases. In those cases, the following guidelines apply:
a. Designers. All requests to implement designs that were not created by Developer will be handled on a case-by-case basis. Developer does not, in most cases, work with third-party designers.
b. Third-Party Developers. In the case of third-party development services, Developer’s portion of the project will, generally, involve:
Undeniable LLC will not be held liable for problems that arise with site design during the development process. (Though Developer may be available for consultation for an additional fee.) More substantial project involvement will be handled on a case-by-case basis.
c. Content Producers. If a project involves a third-party content producer, the relationship between that writer/producer should be handled entirely as a separate business dealing between the Customer and the third-party. All content should be deemed final and mutually approved prior to delivery to Developer. Developer will, as a courtesy, extend one round of review to the content producer (acting as an agent for the Customer) prior to site launch.
a. Work For Hire. Except as provided below with regard to Background Technology (as defined below), upon Customer’s payment of fees due for the Site, Developer hereby assigns and agrees to assign to Customer all right, title and interest in and to all source code, object code, data, and works of authorship, including those that constitute the Site (collectively, the “Work Product”). Except as provided with regard to Background Technology, upon Customer’s payment of fees due for the Site, the Work Product will be deemed a “work-made-for-hire” to the extent provided by law, and to the extent not a work-for-hire, is hereby assigned to Customer. Developer agrees to cooperate with Customer in confirming Customer’s ownership rights in the Work Product.
b. Background Technology. Developer will retain all right, title and interest in all of its pre- existing programs, materials, software development tools, supplies, proprietary information, files, technology, scripting, and programming, including, without limitation, those items which are utilized by Developer in providing the Site or the services under this Agreement, and all improvements and derivatives of the foregoing (collectively, the “Background Technology”). Upon payment in full of all development fees set forth herein, Developer hereby grants to Customer, a perpetual, non-exclusive, non-transferable, world-wide right and license to use, modify, copy or otherwise exploit the Background Technology as used in the Site (but not for resale or for the purpose of creating additional web sites, products, applications or other programs separable from the Site as it may be modified, used, copied or exploited).
17. Independent Contractor Status
The parties intend Developer to be an independent contractor in the performance of all services. Developer will have the right to control and determine the methods and means of performing the contractual services.
a. The Parties may disclose Confidential Information, including, but not limited to, business practices, know-how, processes, procedures, methods, methodologies, trade secrets, customers, vendors, products, and services to one another.
b. Each Party agrees as the recipient (the “Receiving Party”) to keep strictly confidential all Confidential Information provided by the other Party (the “Disclosing Party”). The Receiving Party further agrees to use the Confidential Information of the Disclosing Party solely for the purpose of exercising its rights and fulfilling its obligations under this Agreement. The Receiving Party may not use for its own benefit or otherwise disclose any of the Confidential Information of the Disclosing Party for any other purpose.
c. Each Party acknowledges that the other Party will not have an adequate remedy in the event that it breaches the provisions of this Agreement regarding Confidential Information and that such Party may suffer irreparable damage and injury in such event. The breaching Party agrees that the non-breaching Party, in addition to seeking any other available rights and remedies as may apply, will be entitled to seek an injunction restraining the breaching Party from committing or continuing such violation.
a. Entire Agreement; Modification. This is the entire Agreement between the parties and supersedes all prior agreements and negotiations between the parties, as well as any prior writings. This Agreement may be modified only by a written agreement signed by all the parties.
b. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.
c. Waiver. If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.
d. Governing Law. The laws of Missouri shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties to this Agreement.
e. Successors and Assignees. This Agreement binds and benefits the heirs, successors, and assignees of the parties.
f. Attorneys' Fees. If a party to this Agreement brings a legal action arising out of a dispute over this Agreement, the losing party will reimburse the prevailing party for all reasonable costs and attorneys' fees incurred by the prevailing party in the lawsuit.