The client is engaging Zytech Enterprises as an independent contractor for the specific purpose of developing and/or redesigning a website to be installed on the Client?s Web Hosting Account. Hereafter, the client will be known as the ?Client? and Zytech Enterprises will be known as the ?Developer.?
Design and Development
The Developer will plan, design and code a self hosted WordPress Template for the Client to their specifications. The estimate covers only the actual template development. Additional work will result in additional charges. Additional work is defined as work on the client server such as installation additional scripts and plugins, the addition of pages, graphics or other significant features, any graphic, page design, or actual page requiring more than two rounds of revisions, revisions to text content provided ready for publication, changes to elements which have been finalized, or significant changes in plan, scope, or direction of project, including redesign.
The Developer may use qualified subcontractors under our supervision for any or all work on this project.
This contract contemplates the possibility of an e-commerce enabled site. E-commerce setup will incur additional charges beyond base template customization. A merchant account for the acceptance of credit cards is the sole responsibility of the Client. The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will holds harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client?s use of Internet electronic commerce. Client also understands that the Developer cannot provide legal advice.
Any project costing CAD$500 and below requires full payment before the project is scheduled. A minimum deposit of 60% of the highest estimate is required to schedule and/or commence work on any website. Please note that the Developer has many projects ongoing simultaneously, therefore if all materials are not received within 15 days the Client?s project may be assigned a completion date much farther in the future than anticipated, as ongoing projects and other new projects will be given higher priority. Upon completion of the website an invoice will be sent to the Client requesting final payment of the remaining balance plus any additional charges incurred, due within 10 business days and prior to installation of files to the Client’s web hosting account.
Cancellation of the project at the request of the Client must be made in writing. In the event of the cancellation of this assignment, or any delay of more than 30 days, we will invoice you for the greater of either: (1) all work completed up to the date of notification, based upon the percentage of the project finished, including expenses; or (2) The initial deposit plus expenses, and this contract shall be considered fulfilled by the Developer. All incomplete work will remain the property of the Developer. All payments already made will first be applied to these charges. In the event this amount is not sufficient to cover the Developer for time ($80 per hour) and expense already invested in the project, additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification to stop work. There are no refunds.
The Client agrees that the Developer may work on multiple projects simultaneously and that the Developer is not exclusively retained by the Client during website/template development.
All site maintenance requests must be received in writing via email from a designated representative of the Client, on the Client?s letterhead or from the Client?s email address. The Developer charges $80/hour, in ? hour increments, for all maintenance tasks over 5 minutes. Any in-person meetings between the Developer and Client to discuss website changes will be billed at the Developer?s rate of $80/hour. Prior to any non-gratis maintenance requests being performed the Developer will present the Client with an emailed estimate of the cost of the change and the expected completion date.
Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, that if this option is selected and the Client, or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at a rate of $80/hour, with a 1 hour minimum.
Search Engine Registration
The Client is responsible for all search engine related optimization and submission.
Success of Website
The Developer does not guarantee the success or sales of websites or blogs. Client is responsible for sale of products and/or services and Developer cannot be held liable or responsible for the success of any given website or blog.
Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client?s web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. It is the Client?s responsibility to obtain and maintain on file model releases for any individual depicted in any photo, illustration, video or other media. The Client further agrees that all content, images, illustration or other content comply with all Federal and State Law.
The Developer reserves the right to determine what is and is not offensive. The developer shall not be liable for indirect, incidental, consequential, special or exemplary damages, even if it has been advised of the possibility of such damages. The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, obscenity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client?s publication of material or use of those materials. It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another.
In no event shall the Developer be liable for damages or loss of profit resulting from Client use of web hosting services provided by the Developer.
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney?s fees associated with the Developer?s development of the Client?s website. This includes Liabilities asserted against the Developer, its? subcontractors, agents, clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client?s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization or business. The Developer will not be liable to Client or to any third party for any damages arising from the use of web site.
Copyright / Ownership to Web Pages and Graphics
Copyright to the Client provided content and overall flattened design, as a whole, shall be vested with the Client while copyright to any source code, css, search engine optimization, customized programming and design elements rests with the Developer. All custom, site-specific flattened graphics, domain names, an Client developed intellectual property shall be owned by the Client. The Developer retains rights to use source code, css, software, and design layers and elements currently owned or gained in the creation of the website. All revenues generated directly or indirectly from Client generated website content are the property of the Client. Developer copyrighted and/or licensed components may not be used on more than one domain without the Developer?s permission. In the event that the Developer uses any license code or licensed design element to fulfill a design requirement, the Client agrees to separately purchase a usage license from the author of said code or design element. Work performed under this contract is NOT work for hire.
The Client agrees that the website/theme created for the Client may be included in the Developer?s portfolio and that a credit link will be placed in the footer of the website. As part of these terms of service, this credit link must remain intact for the duration of design usage.
The Developer, its employees and subcontractors, agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey and Confidential Information obtained about the Developer to another party.
Both parties warrant that they have read and understand the terms set forth in this agreement. The Developer and Client agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. This contract was entered into in Surrey, British Columbia, Canada, and any necessary arbitration or litigation will take place in this city.
This Agreement is considered applicable once a deposit has been made for template/website development and regardless whether the client chose to read it or not.