Website Design Contract
This Contract, made in the County of Frederick, Commonwealth of Virginia, this _________________, 20____, by and between: WEBCAMP ONE, LLC., a Virginia Limited Liability Company, with mailing address located at 206 Crest Circle, Winchester, Virginia, 22602, (hereinafter called “WCO”), and: _______________________________________________________________________________ _______________________________________________________________________________ (hereinafter called “CLIENT”).
NOW THEREFORE by and in consideration for mutual advantages exchanged, the parties desire to enter into this WEBSITE DESIGN CONTRACT as follows:
STANDARD TERMS OF CONTRACT
- AUTHORIZATION
CLIENT engages WCO as an independent contractor for a specific project. The CLIENT authorizes WCO to access their Web Host account, and authorizes the Web Host to provide WCO with any necessary “write permission” for the CLIENT’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The CLIENT also authorizes WCO to publicize their completed website to Web search engines, as well as other Web directories and indexes.
- WARRANTIES
WCO represents and warrants to the CLIENT that it has the experience and ability to perform the services required in any agreed upon Contract; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Contract; and that its performance of any Contract shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. CLIENT shall not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT’s satisfaction.
The CLIENT represents and warrants to WCO that it will provide CLIENT materials as required in a professional, competent and timely manner; that it has the power to enter into this Contract on behalf of CLIENT; and that its performance of this Contract shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.
STANDARD PRODUCTS AND SERVICES
- WEB SITE DEVELOPMENT
Unless otherwise stipulated in the CONTRACT, the standard website development as defined through WCO for purposes of this Contract is as follows:
- E-mail/phone consultation. (No Charge for initial planning and/or development consultation.)
- WCO will, using its choice of presentation media, submit to CLIENT certain layout designs of the proposed website. CLIENT must approve the selected design in writing prior to the development of the actual website computer files.
- Text. Final text shall be supplied by the CLIENT.
- Installation of Web pages on the web host computer provided to the CLIENT by its ISP.
- For custom websites, a reasonable number of minor revisions will be included at no extra cost to create the desired look and feel. Further revisions will be billed at the normal hourly rate.
- All details found and agreed to in Schedule A of this Contract herein.
- Once the project is completed, additional education and consultation is at our normal hourly rate.
- Once the project is completed, CLIENT must provide WCO with authorization, in writing, by US Mail, fax, and/or email, for any work to be performed at the normal hourly rate.
- UPDATES, REPAIRS AND MAINTENANCE:
All requests for website content modification shall be submitted by CLIENT to WCO in writing, by US Mail, fax, and/or email. Any agreed upon work by WCO to update, repair, or maintain a currently existing website will be assessed at our normal hourly rate and performed in a timely manner.
- PAYMENT
All services agreed to by CONTRACT shall be sold for the price specified or otherwise at the normal hourly rate. Payment shall be by cash, check, PayPal, MasterCard, Visa, or American Express, in US dollars, and made payable to "WebCamp One, LLC".
- PAYMENT TERMS
Unless otherwise stated in the CONTRACT, the following standard terms apply.
- CUSTOM WEB DESIGN
A minimum deposit of fifty percent (50%) of the design cost and, if applicable, the total amount of web hosting, is required to commence work. The site will then be put online on a draft directory of the CLIENT’s Web Host or of WCO for the CLIENT’s viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the CLIENT. The web hosting timeframe begins when the initial deposit is made and the draft site is put on-line. Should CLIENT delay in approving or requesting modifications in draft for a period exceeding 60 days after submission of draft by WCO, final Contract balance to WCO will become due and payable. WCO will still be responsible for completion of the website as stipulated unless CLIENT’s delay exceeds 180 days (six months) beyond invoicing for final payment.
- UPDATES, REPAIRS, AND MAINTENANCE
Unless other terms have been agreed upon, time spent will be tracked by WCO and an invoice at the normal hourly rate will be submitted to CLIENT for payment within 15 days.
- COMPLETION DATE:
WCO and the CLIENT must work together to complete any agreed upon CONTRACT in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. Both parties agree to work expeditiously to complete any CONTRACT in a professional and timely fashion.
- ASSIGNMENT OF PROJECT
WCO reserves the right to assign subcontractors to any project to insure the right fit for the job as well as on-time completion. WCO will be responsible for the final results of the project.
- COPYRIGHTS AND TRADEMARKS
The CLIENT represents to WCO and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WCO for inclusion in Web pages 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 WCO and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
- AGE
CLIENT must be at least 18 years of age.
- LIMITED LIABILITY
CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, fraudulent material, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
CLIENT hereby agrees to indemnify and hold harmless WCO from any claim resulting from CLIENT’s publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless WCO in any claim resulting from the submission of illegal materials.
If WCO shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against WCO, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by WCO for any reason.
Under no circumstances, including negligence, shall WCO, its offices, agents or anyone else involved in creating, producing or distributing its services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use WCO’s services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to WCO’s records, programs or services. Client maintains sole responsibility for data backups and restoration.
Notwithstanding the above, CLIENT’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of the Contract and any reasonable attorney’s fee and court costs.
- INDEMNIFICATION:
CLIENT agrees that it shall defend, indemnify, save and hold WCO harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities“) asserted against WCO, its agents, clients, servants, officers, and/or employees that may arise or result from any service provided, performed, or agreed to be performed by CLIENT and/or for any product sold by CLIENT, its agents, employees or assigns in connection with WCO’s services.
- LAWS AFFECTING ELECTRONIC COMMERCE
CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WCO and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce.
Although WCO will assist and advise in the setup use of credit cards transactions on-line when so contracted, it is solely the responsibility of the CLIENT to be aware of security issues involved in the acceptance of credit cards and other forms of monetary transactions via the Internet.
- COPYRIGHT TO WEB PAGES
Copyright to any finished assembled work produced by WCO is owned by WCO until final payment of Contract has been made. Upon payment in full, WCO relinquishes copyright of the final design, graphics, and textual material that is specific to the Client that is owned by WCO and that is contained in the finished assembled website.
Materials not owned by WCO remain the property of their respective owners.
Rights to photos and graphics not used in the finished product as well as source code, work-up files, and computer programs are specifically not transferred to the CLIENT.
Unless otherwise stipulated, WCO and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
- AUTHORSHIP CREDIT
CLIENT agrees that WCO may include a byline and link at the bottom of their website establishing authorship credit. This byline must be removed at any time upon written request by WCO.
- NON-DISCLOSURE
WCO, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this Contract disclose any Confidential Information to any person whatsoever.
- CANCELLATION
In the event that work is postponed or cancelled at the request of the Client by registered letter, WCO shall have the right to bill pro rata at the normal hourly rate for work completed through the date of that request, while reserving all rights under any Contract. If additional payment is due, this shall be payable within thirty days of the Client’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by WCO and WCO shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
- ARBITRATION
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of any Contract shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of WCO.
- PAYMENT OF FEES
Invoices are due upon receipt. Delinquent bills are any amounts not paid within 30 days of invoicing and will be assessed a late charge of 5% for each month of delinquency. WCO reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process.
Regardless of the place of agreement of any Contract, the CLIENT agrees that for purposes of venue, any Contract was entered into in Frederick County, Virginia, and any dispute will be litigated or arbitrated in Frederick County, Virginia.
- ENTIRE UNDERSTANDING
This Contract constitutes the sole agreement between WCO and the CLIENT regarding its Web Design or Hosting Service. It becomes effective only when agreed upon by both parties. Any Contract shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. The parties agree that if any part, term, or provision of any Contract shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
PLEASE NOTE THE FOLLOWING AND INITIAL SHOULD SERVICES BE DESIRED.
- Web Hosting NOT Included:
WCO does NOT offer web hosting services. Upon CLIENT's request, WCO will work with CLIENT to select a suitable web host provider. CLIENT will be responsible for all web hosting fees. If CLIENT so desires, WCO will, at CLIENT’s sole expense, establish CLIENT’s web hosting account with the web host provider of CLIENT’s choice.
______ CLIENT REQUESTS this FREE Service (Client Initial in Space Provided)
- Domain name search and advice:
If a domain name is needed for the website, WCO may suggest appropriate names and direct CLIENT to location to do a search to ascertain the availability of those names. The determination of a domain name’s availability does NOT guarantee it will be still available at the time of registration.
______ CLIENT REQUESTS this FREE Service (Client Initial in Space Provided)
- Domain name registration or transfer:
If requested by CLIENT, WCO will assist CLIENT to complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although WCO will submit forms to register a requested domain name in a timely fashion, WCO does not guarantee the availability of any domain name. WCO will provide this assistance at no charge to CLIENT.
______ CLIENT REQUESTS this FREE service. (Client Initial in Space Provided)
- Domain name maintenance:
If requested by CLIENT, WCO will maintain the domain name records on CLIENT’s behalf. In such case, WCO will use WCO’s contact information for Admin and Technical contact of the domain name. This does not indicate that WCO has any ownership rights to the domain name. As long as the name is paid for by the CLIENT, it is owned by the CLIENT (or other stipulated parties), and upon written request by CLIENT will be relinquished to CLIENT at any time. Upon non-payment of domain name for a period of 60 days, CLIENT relinquishes any ownership of domain name and said domain name may be used by WCO in any manner deemed appropriate.
______ CLIENT REQUESTS this service and agrees to pay WCO a Fifty Dollar ($50.00) Yearly Fee for domain name maintenance services. (Client Initial in Space Provided)
SCHEDULE A
IMPORTANT NOTICE!
This section details the particulars of the project upon which this agreement is based.
[TO BE COMPLETED DURING NEGOTIATION PHASE]