Web Design & Development Contract


Date: 

Web Development Contract between: 

On The Mark Digital and  (“ The Client”).

AGREEMENT FOR WEB DESIGN & DEVELOPMENT

  • Authorization. (herein referred to as the The “Client”) authorizes On The Mark Digital at 703 2nd St. Suite 412, Santa Rosa, CA 95404 (herein referred to as the “The Company”) to develop a website for the domain http://  The Client authorizes The Company to access the Client’s web host server or 3rd party website hosting service for which the Client uses, to upload and download files as needed from the Client directory for the purposes of creating a website. The Client authorizes the use of Client’s logo and all brand identification in the creation of the website. If necessary, the Client authorizes The Company to purchase a domain for the express purpose of the creation of the Client’s website.
  • Fees. Before The Company will begin work on the website, Client must sign and return this contract with the initial payment of web design product purchased. 
  • Development. The Company will design and develop the website project according to the elements and specifics defined in the product purchased from On The Mark Digital.  The Client agrees that all elements and specifics of the product they purchase will be developed and any additional elements requested that are not expressly defined, will not be developed without additional charges. Furthermore, the Client agrees that any additionally requested elements not included in the package purchased will be charged at the hourly rate or $89, to develop and include in the purchased product.
  • Completion. The Company will submit the final website design to the Client for approval. Changes to the website after The Company has already received final Client approval of the website will be charged at a rate of 89.00  per hour and will be added to the final invoice. If Client has already received the final invoice, the time required to make changes to the website after Client approval will be submitted to Client as a separate bill.
  • Payment Terms. Until payment is received in full, The Company owns the website design and any files created for the website. Once The Company has received payment in full, the website ownership is transferred to the Client. The Company will bill the Client for any additional requested work outside the originally purchased web development project, on an hourly basis, at the rate of $89.00 per hour. Payments for any requested additional web development work will be invoiced and payment will be due upon receipt of invoice.
  • Default in Payment. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
  • Expenses. The Client shall reimburse The Company for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment.
  • Deadlines. The Client agrees to the timeline below and to all deadlines. The Client agrees to provide all necessary graphics, text content, and logins to The Company by the deadlines determined in the Timeline below.  The Company shall not be held responsible for delays to site development arising out of Client’s delays in providing graphics, text, and logins to The Company. If the website is not completed by the date determined by the timeline below, due to lack of Client assistance, The Company may:
    1. Extend the project deadline or
    2. Close the project and bill Client for work completed. 
    3. The Company will create a website using all content that has been provided, and send a final bill for work completed to meet the project deadline.
  • Project Timeline. The Company acknowledges to adhere to the following timeline for all web development projects however, the Client agrees that extenuating circumstances may delay any project timeline. The following are examples of project delays and are not intended to cover all possible reasons for a project to be delayed: Client written content delays, hosting services delays, Client revision delays, Scheduling conflicts, Milestone sign-off form delays etc. *Note – Any reference to the word “Days” will have the meaning of “Business Days” and will be noted as Monday thru Friday.
    1. Phase – Analysis – 1-2 Days
    2. Phase – Planning – 1-2 Days
    3. Phase – Design – 5-7 Days
    4. Phase – Content – 7-10 Days
    5. Phase – Development – 10-14 Days
    6. Phase – Testing – 1-2 Days
    7. Phase – Deployment – 1-2 Days
  • Copyright. The Client represents that all website content including logos, trademarks, photos, illustrations, audio, video, and written content provided to The Company is owned by the Client, or the Client has received explicit permission for use, and do not violate United States copyright law. Client has also received permission from all individuals photographed to be shown on the web. Each person in photos going online understands that their face will be seen on the Internet. Any names and contact information placed on the website also have been provided with consent from each individual. Client agrees to indemnify and hold Net Visibility Solutions harmless against all claims, including but not limited to claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of use of the work.
  • Ownership of Copyright. The Company acknowledges and agrees that the Client retains all rights to copyright in the subject material.
  • Ownership and Return of Artwork. All content created by The Company and/or her subcontractors for the Client are the property of the Client. Client hereby grants to The Company the right to use the work for a demonstration of past work performed via portfolio or advertising.
  • Cancellation of Work.
    In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the designer.
    1. By Client: Client may cancel work on the website at any time by submitting a notice to The Company via certified mail. The Company will halt work upon receipt of certified letter from Client requesting cancellation. At that time, Client will be responsible for paying for all work completed prior to The Company’s receipt of the cancellation request. Work completed shall be billed at an hourly rate of $89 per hour. If at the time of the request for a refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.
    2. By The Company: The Company reserves the right to refuse service and cancel a website project if necessary, in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed. The Company may cancel the project for any reason she deems necessary, including but not limited to Client not providing necessary information, text, and graphics in a timely fashion to The Company.
  • Other Electronic Commerce Business Relationships. The Client understands that the web host, credit card processing services and any other businesses not owned by The Company are not parties to this contract and are separate business entities from The Company. The Client understands that The Company has no control over functionality or availability of website due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Client uses to transact business over the Internet outside of The Company. The Company makes no representations, warranties or guarantees for any recommendations of other Internet business partners.
  • Progress Reports. The Company shall contact or meet with the Client on designated dates displayed on the Timeline above to report all tasks completed, problems, encountered, and recommended changes relating to the development and testing of the web site. The Company shall inform the Client promptly by telephone or email upon discovery of any event or problem that may significantly delay the development of the work.
  • Changes. The Client shall be responsible for making additional payments for changes to the original assignment requested by the Client, that is beyond the optional 2 revisions of design given to the client.
  • Testing and Acceptance Procedures. The Company will make every good-faith effort to test all elements of the website thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the web site, the Client shall either accept the web site and make the final payment set forth herein or provide The Company with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both The Company and the Client.
  • Sole Agreement and Amendment. This contract constitutes the sole agreement between The Company and the Client and hereby voids any prior agreements, written or verbal. This agreement may be amended, in writing, by the Company at any time.
  • No Guarantees. The Company makes no representations or guarantee as to the amount of traffic to the Client’s site or interest generated in the Client’s site. The Company makes no representations and does not guarantee an increase in Client sales, nor does The Company promise top listing in any search engine or directory. The Company will use her best efforts to perform under the contract and makes no representation or guarantee that the site will be accessible by all browser and operating systems.
  1. Electronic Commerce Law.The Client agrees that the Client is solely responsible for compliance with federal and/or state laws regarding any electronic commerce conducted through their website and will hold harmless The Company and her subcontractors from any claim, causes of action, penalty, tax, and/or tariff arising from the Client’s use of electronic commerce.
  1. Confidentiality. The Company understands that she will be working with confidential Client information and will only release this information to parties directly involved in website creation. Client authorizes designer to release information to third parties requiring access for site creation. This includes, but is not limited to, website and email address user ids and passwords, trade information, and banking information should the Client request online shopping. Upon website completion, Client will change any banking passwords The Company has had access to. If Client chooses not to retain On The Mark Digital for website maintenance, Client will change FTP, email, and any other passwords The Company has had access to. The Client will hold The Company harmless should breach of security occur if Client has not changed business passwords.
  1. Security.On The Mark Digital will make reasonable attempts to protect the integrity of the Client website. This includes patching any third party software, such as Content Management Systems, used on the Client’s site. However, as this software is not created by On The Mark Digital, the Client agrees to indemnify and hold harmless the Company from security flaws by third party software creators. As no software or server is 100% safe from a security breach, the Client understands that the Company can not be held accountable for all security breaches should they occur. Further, The Company is not held accountable for patching any software that has been installed to the site without The Company’s knowledge. The Company will make updates and changes to the site, and provide information regarding the website to the Client and up two of Client’s designees (herein referred to as the “points of contact”). Should any other employee or member of the Client’s organization contact On The Mark Digital regarding the website, the designer will contact one or all of the three designated points of contact with the issue. Client shall notify The Company of Client’s designees in writing, and shall identify them by name, email address, and phone number. Any email requesting changes to the site or information from the site that is not from a point of contact email on file will be referred to a current point of contact. Points of contact may be changed at any time during the maintenance of the site, provided notice is made to the designer in writing from a designated contact email. The Client will also provide an emergency contact and phone number should there be an emergency requiring input from the Client.
  1. Accessibility, Usability, Cross-Platform Issues. The Company will do their best to make sites as accessible, usable, and cross-platform as possible. The Client understands that some site features will cause a website to not meet these standards 100%. The Client understands that no website will look and function identically on all browsers and operating systems and that any attempt to do so is futile. The Client will be informed if any features requested will negatively impact website accessibility, usability, and cross-platform use. Client agrees to indemnify and hold On The Mark Digital harmless against all claims with regard to these matters.
  1. Continuing Website Maintenance and Promotion.No agreement for continuing website maintenance and promotion is contained in this contract. No website maintenance or promotion will be performed by the Company unless all parties reach an agreement to do so and all parties sign a website maintenance or website promotion agreement.  The undersigned agrees to these terms on behalf of his or her organization or business. The undersigned represents that he/she is fully authorized to sign this agreement on behalf of the organization or business represented and that the business entity represented is bound by this agreement.
  1. Unauthorized Use and Program License. The Client will indemnify The Company against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.
  1. Warranty of Originality.The Company warrants and represents that, to the best of her knowledge, the design work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that The Company has full authority to make this agreement; and that the work prepared by The Company does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of The Company’s product that may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE COMPANY HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’S USE OF THE COMPANY’S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
  1. Acceptance of Terms. The signature of both parties shall be evidence of acceptance of these terms.
  1. General Matters. 
    This Agreement shall be governed by the laws of the state of California and shall be construed in accordance therewith. No provision of this Agreement may be waived, except by an agreement in writing by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision. This Agreement shall be binding upon the parties, their successors, and assigns. This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties hereto. Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wherever the context so requires. The headings of Paragraphs are included solely for the convenience of reference. If any conflict between the headings and the text of this Agreement exists, the text will control. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in this Agreement. Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, or by personal delivery, or by fax, or by email and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery. The undersigned agrees to these terms on behalf of his or her organization or business. The undersigned represents that he/she is fully authorized to sign this agreement on behalf of the organization or business represented and that the business entity represented is bound by this agreement.

Signatures of all parties in agreement:

On The Mark Digital – Representative

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On The Mark Digital https://onthemarkdigital.com
Signature Certificate
Document name: Web Design & Development Contract
Unique Document ID: a068309a2a25739ec666b7ce434f608f323fb733
Timestamp Audit
April 24, 2018 9:14 am PSTWeb Design & Development Contract Uploaded by Mark Gonzales - tracy@onthemarkdigital.com IP 24.10.38.12