WEB DESIGN TERMS OF AGREEMENTS

 

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This document outlines the terms and conditions under which [Breaking New Ground Design Studio] (hereinafter referred to as "the Company," "we," "us," or "our") provides web design, logo design, branding, and e-commerce store development services and any other services requested by (hereinafter collectively referred to as "the Services") to its clients (hereinafter referred to as "the Client," "you," or "your").

1. Agreement and Acceptance of Terms:

• By engaging the Company for any Services, the Client agrees to be bound by these Terms and Conditions.

• These Terms and Conditions, together with any project proposal, statement of work, or other written agreement (collectively, the "Agreement"), constitute the entire agreement between the Company and the Client.

• The Agreement supersedes all prior discussions, negotiations, and agreements, whether oral or written.

• The Company reserves the right to update these Terms and Conditions at any time without prior notice. The latest version will be posted on our website.

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2. Services Provided:

• The Company offers the following Services:

  • Web Design: Planning, designing, and developing websites according to the Client's specifications and requirements. This may include front-end and back-end development, content management system (CMS) integration, and website hosting setup (if applicable).

  • Logo Design: Creating unique and original logos for the Client's business or brand. This may involve initial concept development, revisions, and final file delivery.

  • Branding: Developing a comprehensive brand identity for the Client, which may include logo design, color palettes, typography, brand guidelines, and other visual elements.

  • E-commerce Stores: Designing and developing online stores with features such as product catalogs, shopping carts, payment gateway integration, and order management systems.

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3. Project Initiation and Scope:

• A detailed project proposal or statement of work will be provided to the Client outlining the scope of the Services, deliverables, timelines, and fees.

• The project will commence upon the Client's written acceptance (e.g., email confirmation or signed document) of the proposal or statement of work.

• Any changes to the initial scope of the project requested by the Client after commencement may be subject to additional fees and timeline adjustments, which will be agreed upon in writing.

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4. Client Responsibilities:

• The Client is responsible for providing the Company with all necessary information, content (text, images, videos, etc.), and feedback required to complete the Services.

• The Client warrants that they have the legal right to use all materials provided to the Company and that such materials do not infringe upon the intellectual property rights of any third party.

• The Client is responsible for reviewing and approving all designs, mockups, and deliverables provided by the Company promptly. Delays in providing feedback or approval may impact the project timeline.

• For e-commerce stores, the Client is responsible for managing product inventory, processing orders, handling customer service, and complying with all applicable laws and regulations related to online sales.

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5. Fees and Payment Terms:

• The fees for the Services will be outlined in the project proposal or statement of work.

• Payment terms will typically involve an initial deposit (e.g., 30-50%) upon project commencement, interim payments based on milestones, and the final balance upon project completion and delivery.

• All payments are due within [Number] days of the invoice date.

• Late payments may be subject to interest charges at a rate of [Percentage]% per month or the maximum rate permitted by law.

• Unless otherwise stated, all fees are exclusive of applicable taxes (e.g., HST in Ontario, Canada), which will be added to the invoice.

• The Company reserves the right to suspend or terminate Services in the event of overdue payments.

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6. Intellectual Property Rights:

• Client Content: The Client retains ownership of all content provided to the Company.

• Company Intellectual Property: The Company retains ownership of all pre-existing templates, code libraries, tools, and processes used in providing the Services.

• Logo and Branding Designs: Upon full payment of all fees, the Company will transfer the copyright and ownership of the final logo and branding designs specifically created for the Client to the Client. The Client will have the right to use these designs for their business purposes.

• Website Design and Development: Upon full payment of all fees, the Client will be granted a non-exclusive, perpetual license to use the final website design and code developed specifically for the Client. The Client will have the right to host, modify, and maintain the website. However, the underlying code frameworks and proprietary tools used by the Company may remain the Company's intellectual property. Except in the case of Pre-made Templates that carries its own codes. These codes will remain the property of Wix.com

• The Company reserves the right to showcase completed projects in its portfolio and marketing materials, unless explicitly agreed otherwise in writing with the Client.

7. Warranties and Disclaimers:

• The Company warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards.

• The Company will make reasonable efforts to ensure that the website and other deliverables are functional and free of significant errors.

• However, the Company does not warrant that the website or other deliverables will be error-free or uninterrupted.

• The Company makes no warranties, express or implied, regarding the performance, functionality, or suitability of the website or other deliverables for any specific purpose, except as expressly stated in the Agreement.

• The Company is not responsible for any issues arising from third-party software, hosting services, or content provided by the Client.

8. Limitation of Liability:

• To the maximum extent permitted by applicable law, the Company's total liability to the Client for any claim arising out of or relating to the Services or the Agreement shall be limited to the total fees paid by the Client to the Company under the Agreement.

• In no event shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if the Company has been advised of the possibility of such damages.

9. Indemnification:

• The Client agrees to indemnify and hold the Company harmless from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • The Client's breach of these Terms and Conditions or the Agreement.

  • The Client's use of the Services or deliverables.

  • Any claim that the content or materials provided by the Client infringe upon the intellectual property rights or other rights of any third party.

10. Confidentiality:

• Both the Company and the Client agree to keep confidential any proprietary or confidential information disclosed by the other party during the course of the project.

• This obligation of confidentiality shall survive the termination of the Agreement.

11. Termination:

• By the Client: The Client may terminate the Agreement upon written notice to the Company if the Company materially breaches the Agreement and fails to cure such breach within [7] days of receiving written notice.

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• By the Company: The Company may terminate the Agreement upon written notice to the Client if the Client fails to make timely payments or materially breaches the Agreement and fails to cure such breach within [3] days of receiving written notice.

• Termination for Convenience: Either party may terminate the Agreement for convenience upon [7] days' written notice to the other party. In such case, the Client shall pay the Company for all Services performed up to the termination date, plus any reasonable expenses incurred.

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12. Governing Law and Dispute Resolution:

• This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein.

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• Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. The client is prohibited from posting negative comments on any Social Media sites and should say (Client) hereby feel dissatisfied with any part or whole of our services hereby (Company) they must make the effort to handle any or all disputes privately.

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• If the parties are unable to resolve the dispute through negotiation. Then, (Company) (hereinafter referred to as "the Company," "we," "us," or "our") will cancel all services rendered and close the agreement.

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13. Entire Agreement:

• This document, together with the project proposal or statement of work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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14. Severability:

• If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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15. Notices:

• All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses specified in the Agreement.