Website Terms of Service
Between “us”, R-freshd, and “you”, Customer
You are hiring R-freshd to design and develop a website for the estimated total price outlined in your quotation.
1.0 SERVICES RENDERED
I create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes.
I create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. I may use static visuals to indicate a look-and-feel direction (colour, texture and typography.)
You’ll have two or more weekly opportunities to review the work and provide feedback. If, at any stage, you’re not happy with the direction the work is taking, you will pay us in full for everything we’ve produced up to that that point, and no further work will be completed.
Text for the website will be supplied by “you” unless otherwise agreed to which case; using the information provided I will write your content for you as agreed, after information about “you” is provided for the content writing.
You’ll need to supply graphic files to use in an editable, vector digital format. Photographs must be in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images.
If you’d like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photo shoot is not included in this contract.
You guarantee to me that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide me for inclusion in the website are either owned by you or that you have permission to use them.
When I receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that I create for you for this project. I will give you a copy of all files and you should store them carefully as I am not required to keep them or provide any native source files that I used in making them.
You also own text content, photographs, and other data you provided unless someone else owns them. I own the HTML mark-up, CSS, and other code and I license it to you for use on only this project.
I also reserve the right to display and link to your completed project as part of my portfolio and to write about the project on websites, in magazine articles, and in books.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens.
It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
DESKTOP BROWSER TESTING
Work is tested in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome) and Mozilla Firefox. Any other older browsers will incur as extra charge.
MOBILE BROWSER TESTING
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. Whilst effort is made to cover all mobile browsers some may appear different in design once completed.
Currently I do not test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need to test using these, I can provide a separate estimate for that.
We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. After that, any updates to, and management of that server will be up to you.
I do not include technical support for website hosting, email, or other services relating to website hosting. If you do require help with anything beyond the design and development of your site, I will be happy to provide you a one of or monthly cost for these.
CHANGES AND REVISIONS
I know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed.
The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible.
If you want to change your mind or add anything new, that won’t be a problem as I’ll provide a separate estimate for to cover the additional work.
We can’t guarantee that work will be error-free (I am human!) so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them.
2.0 MUTUAL COOPERATION
I agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with me in expediting the work.
3.0 CHARGES FOR SERVICES PERFORMED
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended.
Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of R-freshd.
4.0 TERMS OF PAYMENT
I’m sure you understand how important it is as a business that you pay the invoices that we send you promptly. I am also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
R-freshd will invoice (50%) of the initial fees at point of agreement which will act as the deposit. The remaining 50% will be required on the day of launch.
CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 5-day payment terms.
In the event payment is not made within 5 days, R-freshd will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs R-freshd pays for carrying overdue invoices. In addition, R-freshd reserves the right to stop work or take down the website until payment is received.
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
CANCELLATION OF PLANS
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse me for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold me harmless for any liability relating to such action.
I agree to use our best efforts to minimise such costs and expenses.
5.0 RESPONSIBILITIES OF BOTH
R-FRESHD’S RESPONSIBILITY FOR RELEASES
I shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by me for use in performing services for you (If applicable).
CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
I’ll own the unique combination of these elements that constitutes a complete design and I’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. I can provide a separate estimate for that.
CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you should send to me in writing in connection with the performance of this Agreement.
R-freshd acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by R-freshd on behalf of you or disclosed by you to R-freshd.
7.0 TERM AND TERMINATION
PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the date confirmed in writing by you and shall continue until terminated by either party upon no less than 30 days’ notice in writing given by either party to the other.
TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement.
I agree to use our best efforts to minimise such liabilities immediately upon written notification from you. I will provide written proof, upon request of you, that any such materials and services, are non-cancellable.
MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by me for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
TRANSFER OF MATERIALS
Any non-cancellable materials, services, etc., I have properly committed we to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement.
I agree to use our best efforts to minimise such liabilities immediately upon written notification from you. I will provide written proof, that any such materials and services, are non-cancellable.
MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by me or any services performed by me for which you have not paid us in full, until such time as you have paid me in full you agree not to use any such materials, in whole or in part, or the product of such services.
TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness R-freshd shall transfer, assign and make available to you all property and materials in its possession or control belonging to you. You agree to pay for all costs associated with the transfer of materials.
8.0 GENERAL PROVISIONS
This Agreement shall be governed and construed in accordance with the laws of the Province/State of STATE/PROVINCE.
REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable.
In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
- Please make sure you understand all the details involved with us working together. It’s really important to me that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
- If you have any questions at all, please let me know. I’m happy to clarify any points and there may be some items that we can sort out together. I am committed to finding the best way to work together.
- Once you feel confident about everything and are ready to move forward, please send an email to email@example.com confirming you’d like to go ahead with the work agreed.
- If you’d like to speak to me by phone, don’t hesitate to call 07463222811