Terms and Conditions

ENGAGEMENT OF SERVICES

WHEREAS the Client seeks to commission the Independent Contractor for the creation, development, and ongoing maintenance of the website identified as ________, accessible via www.________ and

WHEREAS the Independent Contractor is engaged in the business of providing web development services and has agreed to render such services for the website, in line with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and understandings detailed herein, both parties agree as follows:

SCOPE OF WORK

The Independent Contractor shall provide the following web development services to the Client:

1. Consultation and Planning: Initial meetings to discuss the Client’s requirements, target audience, design preferences, and desired functionalities.
2. Website Design: Creation of a custom website design, including layout, color scheme, typography, and user interface elements, based on the Client’s specifications.
3. Development: Coding and development of the website using appropriate web technologies (e.g., WordPress, HTML, CSS, JavaScript, etc.) to ensure functionality across various browsers and devices.
4. Content Integration: Incorporation of the Client’s provided content, such as text, images, videos, and other media, into the website.
5. Testing and Quality Assurance: Rigorous testing of the website to identify and fix any technical issues, ensuring compatibility, performance, and security standards are met.
6. Launch: Deployment of the website to the Client’s hosting server, including domain setup and configuration.
7. Training and Documentation: Providing the Client with necessary training and documentation to manage and update the website content.
8. Maintenance and Support: Ongoing maintenance and technical support services for a specified period to address any issues and implement minor updates.
9. Client Satisfaction Clause: The Client affirms satisfaction with the Independent Contractor’s performance upon project completion and payment. The Client agrees that the services rendered have met expectations, and no refunds will be issued for the completed work.
10. Intellectual Property: Transfer of ownership of the final website and its content to the Client upon final payment, excluding any pre-existing intellectual property owned by the Independent Contractor.

DELIVERABLES AND TIMELINE

The Independent Contractor will deliver the Website in accordance with the timeline and specifications detailed by the client. The Independent Contractor will keep the Client informed of their progress and any issues that may arise during the development process.

The Client is encouraged to contact the Independent Contractor at any time for any additional updates or changes they wish to make. However, please note that significant changes or additions may affect the overall timeline and cost of the project. Any changes to the project scope, timeline, or cost will be discussed and agreed upon by both parties in writing.

PAYMENT ARRANGEMENT

The Client agrees to pay the Independent Contractor a total fee of $_____ for the services rendered under this Agreement. The payment schedule will be as follows:

1. 50% Payment Upon Completion of Work: An initial payment of $____ is due upon the Independent Contractor’s completion of the work to the Client’s satisfaction.
2. 50% Final Payment: The remaining balance of $____ is payable upon final completion of the project, as evidenced by the Client’s written approval.

This payment structure ensures that the Independent Contractor is compensated for the work done at each major milestone, with the final payment confirming the Client’s full satisfaction with the completed project.

Terms Of Service Completion and The Payment Policy

• Satisfaction Affirmation: The Client hereby confirms that the services rendered by the Independent Contractor have been performed in accordance with the agreed-upon standards and specifi The Client acknowledges that all contractual obligations have been satisfactorily fulfilled by the Independent Contractor.
• Service Approval and Final Acceptance: By making the payment, the Client signifies their approval of the completed web development services. The Client affirms that the delivered services align with their expectations and that the project has reached its successful conclusion.
• No Refund After Payment: The Client understands and agrees that once payment is made, it constitutes full and final compensation for the completed web development services. As the services have been rendered to the Client’s satisfaction, no refunds will be issued for the completed work or project.
• Post-Completion Modifications Subject to Warranty: The Independent Contractor agrees to provide limited modifications to the delivered services for a period of 30 days following the completion of the project and receipt of payment from the Client. These modifications will be carried out in accordance with the terms specified in the Warranty section of this agreement and are intended to address minor adjustments or corrections as requested by the Client.

WARRANTY

• Warranty Period. The Independent Contractor warrants that the website and all its components will be free from defects in workmanship and functionality for a period of 30 days from the date of the website’s launch (the “Warranty Period”).
• Scope of Warranty. This warranty covers any technical defects or malfunctions in the original website design and code as delivered by the Independent Contractor. Additionally, small revisions and updates of content will be applied at the discretion of the Independent Contractor.
• Warranty Claims. If the Client identifies any issues that they believe are covered by this warranty, the Client must notify the Independent Contractor in writing within the Warranty Period.
• Upon receipt of a valid warranty claim, the Independent Contractor will, at their discretion, either repair the defect, replace the defective element, or provide a workaround solution at no additional cost to the Client.
• This warranty does not cover issues caused by:
  • Client’s misuse, alteration, or damage to the website after acceptance.
  • Third-party actions or services not provided by the Independent Contractor.
  • Any changes made to the website by the Client or third parties that affect the functionality as delivered by the Independent Contractor.
  • Any extensive revision or updates on function and web pages according to the independent discretion.
• The remedies provided above are the Client’s sole and exclusive remedies for any breach of warranty.

CONFIDENTIALITY

The Independent Contractor agrees to treat all information received from the Client with the strictest confidentiality. This includes, but is not limited to, business operations, customer data, trade secrets, and any other proprietary information disclosed under this Agreement. The Independent Contractor shall not disclose, disseminate, or publish such information to any third party, except as may be required by law or with the Client’s express written consent. This obligation of confidentiality shall survive the termination of this Agreement and remain in effect indefinitely.

TRANSFER OF RIGHTS

• Ownership Transfer. Upon receipt of full payment from the Client, the Independent Contractor hereby assigns to the Client all rights, title, and interest in and to the Website, encompassing all code, graphics, content, and other related materials developed under this Agreement.
• Retention of Rights Prior to Payment. Until full payment is made, all intellectual property rights related to the Website remain with the Independent Contractor.
• Non-infringement Assurance. The Independent Contractor warrants that the Website and all associated deliverables will not knowingly infringe upon the intellectual property rights of any third party.
• Client’s Intellectual Property. Any pre-existing intellectual property of the Client remains solely with the Client. The Independent Contractor is granted a non-exclusive, temporary license to use such intellectual property solely for the purpose of executing the project.
• Third-Party Licenses. Any third-party licenses required for any software or content incorporated into the website but not created by the independent contractor are the client’s responsibility to obtain and maintain.

TERMINATION

• Right to Terminate. Both the Client and the Independent Contractor have the right to terminate this Agreement at any point by providing written notice to the other party.
• Termination by Client.
  • During Development, No Prior Payment: If the Client terminates this Agreement while the project is under development and no payments have been made, the Independent Contractor shall dismantle all completed work and reset the project to its initial state. The Client shall not be entitled to any partial payment or refund.
  • During Development, with Prior Payment: In the event of termination by the Client prior to completion, any payments made by the Client up to the date of termination shall be retained by the Independent Contractor in exchange for the work completed to that point. The parties may negotiate a further settlement in good faith.
  • Retention of Intellectual Property: In the event of termination by the Client prior to completion and full payment, all intellectual property rights to the website and its components shall remain solely with the Independent Contractor.
• Termination by Independent Contractor:

The Independent Contractor may terminate this Agreement with written notice in the event of:

• Non-Payment: Failure by the Client to make any payment when due.
• Breach of Contract: Material breach of any other provision of this Agreement by the Client.

• Protection of Interests: This termination provision is intended to protect the Independent Contractor’s investment of time, resources, and creative effort in the project.
• Case-by-Case Consideration: The specific details and implications of any termination will be assessed on a case-by-case basis, considering the unique circumstances of each situation.

MUTUAL INDEMNIFICATION

• Indemnity Obligations. Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnified Party”) and its officers, directors, employees, and agents from and against all claims, actions, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or related to the Indemnifying Party’s breach of any obligations, representations, or warranties under this Agreement.
• Limitation of Liability. Notwithstanding the above, neither party shall be liable to the other for any form of indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or goodwill, arising out of or in connection with this Agreement, whether such damages were foreseeable.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements between the parties, whether oral or written.