Web Development Terms & Conditions of Service
Revised April 2019
The contract terms detailed below apply to all website development projects that are executed on or after January 1st 2014, unless executed with a separate agreement that indicates different terms and conditions of service.
The Client hereby retains the Consultant and the Consultant hereby agrees to perform the services upon the terms and conditions contained herein for fees detailed in proposal submitted to the Client. This agreement shall commence on the date indicated and shall remain in effect until cancelled by either party with thirty (30) days written notice. Upon such cancellation, all amounts owed to Consultant under this Agreement for completed work shall become due and payable and Consultant shall deliver all completed work to Client.
2. Independent Contractor
The Consultant acknowledges that he is solely an independent contractor and consultant. The Consultant further acknowledges that he does not consider himself to be an employee of the Client, and is not entitled to any employment rights or benefits. The Consultant shall not be supervised by the Client. The Consultant shall provide his own invoices for payment, on his own letterhead.
The Consultant recognizes and acknowledges that the project for which the Consultant will be managing for the Client is confidential and to enable the Consultant to perform these services, the Client may furnish to the Consultant confidential information concerning business affairs, finances, properties, methods of operation and other data; that the good will of the Client depends, among other things, upon its keeping such services and information confidential and that unauthorized disclosure of the same would irreparably damage the Client. All such information is hereinafter collectively referred to as “Confidential Information.”
The Consultant agrees that, except as directed by the Client, he will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever, or permit any person whatsoever to examine and/or make copies of any reports or any documents prepared by him or that come into his possession or under his control by reason of his consulting services, and that upon termination of this Agreement he will turn over to the Client all documents, papers and other matter in his possession or under his control that relate to the Clients project.
5. Governing Law
This Agreement shall be construed in accordance with the laws of the State of Florida. Should a dispute arise during the course or after completion of this project, both parties agree to participate in mediation before pursuing any other remedy.
6. Copyrights and Trademarks
The Client represents to the Consultant and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Consultant for inclusion in the web application 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 Consultant and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Similarly, the Consultant represents to the Client and unconditionally guarantees that any elements of text, graphics, photos, programs, designs, trademarks, service, software, hardware, system, equipment, process, method, data or information used or provided by the Consultant for inclusion in the web application are owned by the Consultant, or that the Consultant has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Client from any claim or suit arising from the use of such elements furnished by the Consultant.
7. Laws Affecting the Internet and Electronic Commerce
From time to time the government will enact laws and levy taxes and tariffs affecting the internet and electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend the Consultant from any claim, suit, penalty, tax or tariff arising from the Client’s use of the internet or electronic commerce, except to extent that such claim, suit, tax or tariff is due to Consultants own negligence or willful misconduct. The Client assumes complete responsibility for GDPR compliance issues. The Client agrees to indemnify and hold harmless the Consultants for such issue and any claim that may arise from such issues.
8. Payment of invoices
All invoices from the Consultant shall be paid in accordance with their terms by all stipulated due dates, and if not, Client shall be considered to be in Default. Client will be notified of such Default and will be given fifteen (15) days to fully cure. Upon failure to cure, any amount then due for completed and accepted work shall bear interest at the lesser of the rate of 1.5% per month or the maximum rate allowed by law. Client will also pay all reasonable costs of collection, including attorney’s fees, for the collection of any amount due upon failure to cure Default. In the event of failure to cure Default, the Consultant has the right to cease any ongoing services. In the event that the amount then due to the Consultant under the Service Agreement is to be paid in monthly installments, upon failure to cure Default, all monthly payments still due for work completed and accepted will become immediately due in full.
9. Change Orders
Any revisions, additions or modifications for the Work Product that is requested by the Client that is not detailed in this contract may be subject to additional fees and may require a separate agreement and payment. The Client agrees to communicate in writing, a change order request to the Consultant and the Consultant will provide the Client with a written cost estimate. The change order must be approved in writing by both parties in advance of the work being included in the project and completed by Consultant.
10. Force Majeure
Neither party is responsible for any failure to perform its obligation under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such party. The party facing an event of force majeure will use commercially reasonable efforts to remedy a failure caused by such event. If such event makes it commercially unreasonable for the Consultant to continue to provide the Services or the Client to continue receiving the Services, the party affected by such event may terminate this Agreement upon written notice to the other party.
11. Limitations on Liability
The Consultant will attempt to meet all agreed upon project deadlines and schedules. The Consultant will not be held responsible for causes of delay outside of the Consultants control. Additionally, the Consultant will not be responsible for reasonable delays that may occur while providing the service. The Consultant shall inform the Client immediately of any anticipated delays in the delivery schedule and of the action being taken to assure completion of the website within such schedule. No representation or warranty made under this agreement applies to the effect of any condition outside the reasonable control of the Consultant, including without limitation any failure in telecommunications, failure by client to comply with this agreement, or condition in, or combination of any service, software, hardware, system, equipment, process, method, data or information used or provided by the Consultant or any third party. The Client has not and does not receive any representations or warranties, expressed or implied or arising from course of dealing or performance, regarding the subject matter of this agreement, including without limitation any warranty of merchantability, fitness for a particular purpose, availability, accuracy of service or data, error-free performance of service or data, noninfringement or noninterference with data. Under no circumstances may Client recover damages under this agreement for any indirect, incidental, consequential, special, exemplary, punitive or similar damages, including but not limited to loss of revenue, profits or business, costs of delay, or liabilities to third parties, arising from any source, even if the liable party has been advised of the possibility of such damages. Client’s total cumulative recovery of damages under this agreement may not exceed the fees paid by Client under the agreement during the 6-month period prior to the event giving rise to liability.
12. The Work Product
The Consultant will design, develop and launch a dynamic website project to client specifications as detailed in the proposal provided to the client and signed by both parties. The Client will retain full rights to all source code and related files after the project is complete and paid in full.
13. Contract Expiration
This contract is valid for twelve months from the day in which it was signed, unless the project development schedule established on the day of contract execution requires additional time. Upon expiration, both parties may review and amend the Contract and decide whether or not to renew.
14. Service Lifecycle
Services that are provided in the agreement are not available indefinitely. Unless specified otherwise, all services automatically expire twelve months from which the day the contract is signed. Some services, such as monthly SEO or quarterly hosting services are automatically renewed at the discretion of both parties and are defined in the contract. All services can be canceled with thirty days written notice by either party.
15. Entire Agreement
This Agreement represents the entire understanding among the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior understandings, agreements or obligations.