Client is you, filling out this form. Contractor is us, on this website.
Website Updates:
Contractor records and bills time in fifteen (15) minute increments. Each month you will receive a monthly stipend of hourly billing that is recorded in fifteen (15) minute increments. The billing cycle begins on the first of the month and ends on the last day of the month. Unused time, if any, is not carried over into the next calendar month. Additional hours that go beyond your package allotment will be billed at $155 per hour.
Client Responsibilities:
Client understands that Contractor manages a business that requires Contractor to provide timely services to other clients, and requires reasonable, realistic notice in order to attend to requests and projects. Contractor will not be responsible for poor planning or miscommunication by Client. Client understands that Contractor may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.
Office Hours & Communication:
Contractor’s office is open Monday through Friday during the hours of 9:00 am to 6:00pm (PST). Contractor is available for phone calls during office hours only. The first fifteen (15) minutes of phone calls (in the aggregate, whether comprised of one or more calls) in any given month are complementary and are not billed to Client. However, the time of both parties must be respected, and Contractor will charge Client for any other phone calls that exceed the initial fifteen (15) minutes of aggregate phone calls. Telephone calls must be scheduled in advance.
Projects Completion:
Contractor will respond to basic requests within twenty-four (24) to forty-eight (48) hours (Contractor will endeavor to respond within twenty-four (24) hours but makes no assurance or guarantee that Contractor can respond in less than forty-eight (48) hours, so please plan accordingly). New or special projects require at least three (3) days lead time. Client will endeavor to provide adequate notice and will allow for reasonable timeframes for project completions. Urgent projects that require a response time of twenty-four (24) hours or less and projects that require Contractor to provide support on weekends or holidays may be subject to a twenty five percent (25%) surcharge and/or other rush fees. Contractor reserves the right to refuse any project or service request.
Deliverables:
Contractor will present any new designs or layouts w on the web or via email. Contractor will apply all updates to test site or Client site directly.
Expenses:
Expenses incurred on behalf of Client are not included in any hourly rates, Contractor shall bill and Client shall reimburse Contractor for all expenses which are incurred on behalf of Client.
Payment Terms:
All payments are due fifteen (15) days after the invoice date. Contractor sends monthly invoices for any given month on or about the first day of the subsequent month. Overdue invoices will incur a late fee of five percent (5%) of the invoiced amount.
Termination:
This contract may be terminated by either party for any reason with 10 (ten) days prior written notice of intent to cancel. The termination of this Agreement, for any reason, shall not release Client from any payment obligation that has already accrued hereunder. Following the termination of this agreement, Contractor will promptly invoice Client for any payment due and owing as of the effective date of expiration or termination and Client shall pay all such fees and expenses to Contractor within fifteen (15) days after the date of the invoice.
Expiration & Modification:
This contract shall remain in effect until such time as one or the other party provides written notice of cancellation. This contract may be modified or amended as necessary after negotiations initiated by either party. If agreement is reached, only a written instrument signed by both parties will modify or amend this contract.
Terms and Conditions:
Contractor and Client agree to the following terms and conditions:
- The parties accept all terms and conditions set forth in this contract.
- Upon payment in full of the total project fee to Contractor, Client will own any elements of text, graphics, photos, contents, trademarks, or other artwork furnished to Client for inclusion in Client’s website.
- Client represents and warrants that Client has the right to use any images, design elements and any other information provided by Client to Contractor for inclusion in the website (the “Intellectual Property”) and Intellectual Property will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract or other right or interest of any third party. Client will defend and hold Contractor harmless and keep Contractor indemnified in full against all losses, damages, injury, cost and expenses as a result of or in connection with any claims by any third party that any Intellectual Property infringes on the right of any third party.
- Contractor may display graphics and other Web content elements as examples of its work in its portfolio and as content features in other projects. Contractor may also include a text link on the bottom of every website page.
- This contract will only become effective upon signature by both Client and Contractor.
- This contract shall be governed by the laws of the State of California.
- The parties shall attempt to amicably resolve any disputes arising from or relating to this Agreement. If the Parties are unable to amicably resolve a dispute, either party may commence binding arbitration proceedings with the American Arbitration Association to be held in San Francisco, CA. Judgment on an arbitrator’s award may be entered in any court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS.
- This contract contains the entire understanding of the parties relating to its subject matter and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the parties.
- The persons who have executed this contract represent and warrant that they are duly authorized to execute this contract in their individual or representative capacity as indicated.
- This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
- No modification of or amendment to this contract shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.
- This contract has been and shall be construed to have been drafted by both parties to it so that the rule of construing ambiguities against the drafter shall have no force or effect.
- With the exception of Client’s indemnification obligation related to third party claims concerning Intellectual Property, neither party will be liable for any special, consequential, punitive, indirect or incidental damages, whether or not such party has been advised of the possibility of such damages, arising in any way out of or in connection with this contract.
- Contractor’s aggregate liability under this contract shall not exceed the total payments made by Client to Contractor under this contract.
EXECUTED and effective as of the date the support form is submited.