TERMS & AGREEMENT FOR SERVICES
This agreement is between Client and Company on today’s date.
As our client, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner. You also agree to the payment schedule laid out in this contract.
If we are designing the site on a live server, please keep in mind that as I work, things will be moved around and look messy in some cases until the final design is decided. Client will be asked to log in here and there to take a look around and make sure the overall concept is acceptable to move forward. We may also use filler text called “Lorum Ipsum” as a placeholder for text. This will be filled in with your content once it is prepared and sent to us. I will send emails of when you should log in for approvals. If the site is being developed on a local server, I will send screenshots of the design to you periodically for approvals.
Once the site is complete an email will be sent with a website sign-off checklist.
Third Party Plugin/Extension License & Support
When developing your website, it is likely we will use plugins and extensions that help to manage and build your website and achieve the desired functionality.
We maintain a library of premium plugin/extension licenses for use exclusively with our client projects. If a premium 3rd party plugin is required for your project, we will issue a license from our library if we already own it. If we don’t have access to a specific plugin/extension license required for your website we will advise you where to purchase your own or invoice you for the plugin. If plugin carries a yearly renewal fee and we purchased on the client’s behalf, client will be set up on an annual auto-pay for the length of the relationship with the SWD.
When purchasing your own license(s) you will be responsible for any additional costs as indicated by the plugin developer.
SWD owns the licenses for all plugins/extensions that we provide in a site build unless otherwise stated, until such time as we are no longer in business or that the license is no longer valid. If you decide to cancel our maintenance agreement and host your own website, the premium plugin license keys owned by SWD will be removed and client will be responsible for purchasing a new license for the site.
We make every effort to offer support for any premium plugin/extension issued from our library. You understand that support for these plugins/extensions is provided via the plugin/extension developers, and as such, we are subject to their support response times when attempting to resolve plugin/extension related issues.
We do not provide additional website support beyond these premium plugins unless the client is actively on one of our hosting and maintenance plans.
As our client, you have the power and ability to enter into this contract on behalf of your company or organization. We have the experience and ability to perform the services you need from us, and we will carry them out in a professional and timely manner. We can’t do this without you! Client agrees to set aside the time needed to prepare and provide SWD with everything that is needed to complete the project – including text, images, and other information – as and when needed it and in the format requested. Client agrees to review the work, provide feedback and approval in a timely manner.
SWD endeavors to meet our proposed timeline, but are not responsible for missed milestones or launch date if the client has been late in supplying the needed materials or has not approved or signed-off the work on-time at any stage of the project. We keep a tight schedule and have other clients in the queue and thus we need to keep your project as close to the agreed timeline as possible.
It is the client’s responsibility to log in to the Google Doc folder and client portal to access all of the information SWD might share.
Access to your site
Client will be given access to their site’s admin dashboard. Client is welcome to make content and design edits after the development is complete. The client will be charged the current hourly rate for any breaks or required fixes that may occur during client editing.
As we are providing white label hosting through our provider, the client will not have access to the server or ftp capability.
SWD is not responsible for writing text copy (content) unless we specified it in the original estimate.
Client is responsible for supplying fully licensed photographs either in digital format (via Dropbox) or as email attachments. If you choose to buy stock photographs, we can suggest vendors of stock photography. One hour of stock photography searching is included in your package. Additional search time will be charged at our hourly rate, after a consultation to determine if this is the best route to take.
Client agrees to reimburse for other client requested and approved expenses. Examples include special font request, unique photography request, & client-specific software/plugin requests.
As technology is ever-changing, themes often undergo big development updates that could affect your website’s design and functionality. We have no control over these changes. We do choose the best industry themes and plugins to avoid these scenarios, but clients should expect to make (sometimes large) design and development changes to their sites every 3-5 years. This is not only necessary to stay up-to-date with technology but also in keeping your website’s design relevant. These necessary changes will be discussed as they arise and billed according to the package plan.
Not every browser version supports all functions of modern themes and frameworks containing HTML markup and CSS. We do our best to make sure your website works across most browsers but cannot guarantee the older versions (for example Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera) will show every feature. We will not test for these older browsers. Although the presentation may not identical among browsers, critical elements of each page will be displayed. Client acknowledges that some advanced techniques (e.g., HTML5 and video) may require a more recent browser version, different brand, or additional browser plug-in. Client is also aware that as new browser versions are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
SWD may put a byline in the footer of the web page for establishing design and development credit.
SWD, its 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. Likewise, the client agrees that it will not convey any confidential information obtained about SWD to another party.
Secure Certificate (SSL)
Client will be provided via Let’s Encrypt™ SSL for free through our preferred hosting provider. Other SSL options exist and can be explored if the free version is not sufficient.
If the client’s website requires the ability to accept credit cards, a merchant account will be necessary. Procurement and set-up of this account is the client’s responsibility. The client understands that any charges necessary to secure the merchant account are not covered by this agreement.
SWD does not set-up email servers or provide technical assistance for such. We are here for recommendations and suggestions as appropriate.
SWD will provide technical assistance in regard to your website, theme, plugins and hosting, but may not be able to answer every technical question. We will certainly help find the answers with the appropriate person.
Cancellation of this Agreement Client may not cancel this agreement until the total amount of the website build is paid. See Payment Agreement below for terms.
There will be no refunds once the development has commenced.
Client agrees that it shall defend, indemnify, save and hold Simplified Website Design harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the development of the client’s website. This includes Liabilities asserted against Simplified Website Design, its subcontractors, its agents, its 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, employees or assigns.
Client also agrees to defend, indemnify and hold harmless Simplified Website Design 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 website. This includes infringing upon 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.
SWD cannot guarantee that the functions contained in any web page theme or that a completed website will always be error-free. SWD is not liable for any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
Limitation of Liability
SIMPLIFIED WEBSITE DESIGN CANNOT GUARANTEE THAT THE FUNCTIONS CONTAINED IN ANY WEB PAGE, THEME OF PLUGIN WILL ALWAYS BE ERROR-FREE. IN NO EVENT SHALL SIMPLIFIED WEBSITE DESIGN BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. SIMPLIFIED WEBSITE DESIGN MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
- You own the graphics and other visual elements that we create for you for this project. We will provide a copy of all files and you should store them safely as we are not required to keep them or provide any native source files that we used in making them.
- You also own text content, photographs and other data you provided unless someone else owns them.
- We reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about web design with prior client approval.
Installment Payment Details and Agreement
For value received, the undersigned Client (the “Borrower”), promises to pay to the order of Simplified Website Design (the “Lender”), the total sum of the chosen package total over 18 months with no interest.
- TERMS OF REPAYMENT
Unpaid principal after the Due Date shown below shall accrue interest at a rate of 18% annually until paid.
The unpaid principal shall be payable in monthly installments of $350.00 or $650/month + chosen add-ons, beginning on today’s date, and ending 18 months from now, (the “Due Date”) at which time the remaining unpaid balance of the Note shall be due in full.
- Application of Payments
All payments shall be applied first in payment of accrued interest and any remainder in payment of principal.
- Acceleration of Debt
If any payment obligation is not paid when due, the remaining unpaid principal balance and any accrued interest shall become due immediately at the option of the Lender.
The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no prepayment penalty.
III. COLLECTION COSTS
If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.
If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:
1) the failure of the Borrower to pay the principal and any accrued interest when due;
2) the liquidation, dissolution, incompetency or death of the Borrower;
3) the filing of bankruptcy proceedings involving the Borrower as a debtor;
4) the application for the appointment of a receiver for the Borrower;
5) the making of a general assignment for the benefit of the Borrower’s creditors;
6) the insolvency of the Borrower;
7) a misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit; or
8) the sale of a material portion of the business or assets of the Borrower.
- SEVERABILITY OF PROVISIONS
If anyone or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.
All payments of principal and interest on this Note shall be paid in the legal currency of the United States. The Borrower waives presentment for payment, protest, and notice of protest and demand of this Note.
No delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note, or failure to accelerate the debt evidenced hereby by reason of default in the payment of a monthly installment or the acceptance of a past-due installment shall be construed as a waiver of the right of Lender to thereafter insist upon strict compliance with the terms of this Note without notice being given to Borrower. All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lender’s option.
This note may not be amended without the written approval of the holder.
VII. GOVERNING LAW
This Note shall be construed in accordance with the laws of the State of Colorado.
This Note shall be signed by the Client, on behalf of the Company.
I, the undersigned client, hereby warrant that I am competent to contract in my own name. I confirm that I have read the herein agreement prior to its execution, and I am fully familiar with the contents thereof. This agreement shall be binding upon me and my heirs, legal representatives and assigns.
Hosting & Website Care Plan Agreement
This agreement is between Client and Company commencing on today’s date.
WordPress Maintenance is important for your website. WordPress sites need frequent updates for basic infrastructure, themes and plugins. A site that is not maintained is much more likely to be a victim of hacking…which is an unfortunate timely and costly event. Having current back-ups and updates can save you the headache and investment to rebuild your site.
Below is an overview of this service. Your chosen plan will determine the tasks.
Basic Maintenance Plan Includes:
- Exceptional hosting
- WordPress core updates
- Theme + plugin updates
- Monthly off-site back-ups
- Malware monitoring
- Uptime monitor
In the event of a security issue or other website issues, we will start the process to restore site from back-up within two business days. Hacked sites that need corrections and other issues that are not resolved by a ‘website restore from back-up’ may be billed at our current hourly rate. While every effort will be made to safeguard and secure your website, even the best security can be compromised.
Client acknowledges we are not guaranteeing that your site cannot be hacked by enrolling in our maintenance plan – this is merely an additional layer of protection for your website. If the site is compromised, we will assist in any way possible, but will not be responsible for costs incurred to restore or rebuild a hacked website. We can help coordinate with a malware removal service to restore your website. Investment to rebuild a hacked site is billed at the current hourly rate.
Updates to Plugins and Theme
Cross-functionality of the vast number of plugins can sometimes cause compatibility issues when a site, its theme, and plugins are updated. These incapability issues are out of our control. We cannot guarantee that installed plugins will function with all third-party plugins, themes or browsers of any kind. We do not assume responsibility and will not be held responsible for any conflicts or compatibility issues that may occur. We assume no responsibility for any data loss as a result of updates.
Client agrees to visit and review their website on a regular basis and inform us of any issues, including missing features, blank page, reformatting, or anything strange. Please check websites a minimum of once per week or month. More frequent checks are recommended. Client also agrees to create and maintain secure passwords if they have a user login. This cannot be Password123 or a variation of this. Please read this article on creating a secure password and consider using LastPass: https://blog.lastpass.com/2013/04/how-to-create-secure-master-password.html/
Some themes and plugins do NOT show updates in the WordPress dashboard. We will not be looking at your site daily to notice any issues. Client must notify us if they receive notifications about updates to themes and plugins.
Hosting & Care Plan Fees
The fee for this monthly service is rolled into the Website Package monthly fee. Client may choose from our website hosting and care packages once the 18 month term is complete.
Upon expiration or earlier termination of this Agreement, Simplified Website Design shall keep the Website publicly accessible for a period of thirty (30) days following the date of expiration or earlier termination of this Agreement and if requested by Client. Client may transfer hosting into their own name at any time or transfer to another hosting company. Simplified Website Design is not responsible for site migration to a new host.
Flywheel hosting has an uptime of 99.9 %. There are circumstances when scheduled maintenance, required repair and failure of telecommunication or digital transmission links could cause slow-downs or failures may interrupt services and cause downtime. Simplified Website Design cannot control these outages and slow-downs and is not responsible for losses associated with downtime of any kind.
Simplified Website Design will respond within timely business hours to maintenance and change requests and will offer an estimate of how long request will take based on the deemed level of emergency. If Client’s site is down, we will respond within 48 business hours or sooner and will start working on the fix swiftly.
This agreement may be updated from time-to-time. Client will be notified and sent the newest version and has the right to accept or decline the new terms.
Search engine optimization (SEO) Agreement [if selected]
SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site. We will measure these successes each month through detailed reporting. We will begin collecting data and reporting before and while the website is in development to gain a better understanding of how the implemented SEO tasks are affecting the site’s performance.
SEO One-time Onsite Tasks
- Current website audit
- Analysis and recommendations on optimal website structure, navigation, code, etc.
- Initial backlinks analysis
- Duplicate content check
- Canonicalization/301 Redirect
- Broken link tracking
- Keyword research
- Competitor analysis
- Keyword integration (up to 10)
- Optimized H1 titles. page titles, image alt tags, meta descriptions
- Internal linking optimization
- Image optimization
- Google Analytics integration
- 20 local citations
- Sitemap submittal
- Webmaster Tools + Search Console
- Page Speed Improvements
We will require:
- Access to email credentials associated with Gmail that is tied to the business
- Access to existing website traffic statistics for analysis and tracking purposes (if applicable)
- Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary for search engine optimization purposes.
Client may consider creating a separate email account for the backlink/citation process such as firstname.lastname@example.org so inbox isn’t inundated with confirmation emails.
Some search directories charge a fee for listings or to expedite a listing. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion for those sites. * We will present additional fees for approval first.
Client must acknowledge the following with respect to SEO services:
All fees, services, documents, recommendations, and reports are confidential.
Client understands, acknowledges, and agrees that Simplified Website Design has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
SWD cannot predict how Google and other search engines will crawl and interpret a complete website redesign. In some cases, even with best practices and proper redirects, search engine visibility can drop after a relaunch. We prepare for this and encourage additional content and blogs to compensate for altered site content that may affect the way the site is initially crawled. Ongoing monthly SEO should be considered to encourage future SERP improvements.
Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after the commencement of plan to list and/or update Client’s website. Occasionally, search engines and directories will drop listings for no apparent or predictable reason.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Simplified Website Design does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. It takes ongoing SEO efforts to enhance rankings to top positions.
Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, we will re-optimize the website/page based on the current policies of the search engine in question.
Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” We assume no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. SWD does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
Simplified Website Design is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website. Nor are we responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the current hourly rate.
PPC campaigns are not included in the fees.