Updated January 23, 2015 – Please print for your records.
The purpose of this document is to establish a two-way understanding between clients and JGJ Consulting regarding the web development services available. The document lays out the practices regarding web support which JGJ Consulting will follow. These practices are intended to yield a high quality, reliable web experience for our clients.
In consideration of Client retaining Consultant to perform web development services, it is agreed as follows:
1. SCOPE OF SERVICES
Client hereby retains Consultant to provide Website Development Services. The scope of services are described in Quote submitted to Client.
2. REVISIONS AND FUTURE UPDATES
Work not described in this proposal, including but not limited to revisions, corrections, alterations, future updates (beyond the scope of work outlined in this proposal) and additional proofs, will be billed as an additional cost at the hourly rate of $100/hour
3. PAYMENT TERMS AND CANCELLATION
(a) One third of the total estimated costs is due as a deposit prior to starting work; approximately one third upon acceptance of the design concept; the balance upon delivery. Invoices will be payable within 15 days of receipt with the exception of the initial payment due prior to starting work. Final payment must be received before the website is turned over to Client. Interest will be charged on past due invoices. Late payments are subject to a 1% interest charge per month (12% per year).
(b) In the event of cancellation not the fault of the Consultant, then Consultant shall be compensated for services performed prior to termination, together with reimbursable expenses then due. If a project estimate has not yet been determined at the time of termination, the Consultant shall be compensated based on the hourly rate of $100/hour for all time spent to date, plus any payments made to contractors. All payments already made will first be applied to these charges. Cancellation of a project, at the request of the Client, must be made by certified letter.
(c) If any phase of the assignment is delayed longer than 60 days or cancelled, the Consultant shall be compensated for all work completed to date of delay based on the percentage of the project completed, including expenses and this Agreement shall be considered fulfilled by Consultant. All incomplete work will remain the property of Consultant.
4. CLIENT DUTIES
Client agrees to provide all relevant and necessary documents, images, videos and content that may be required by Consultant to effectively perform said responsibilities in connection with the performance of services.
5. NO GUARANTEES
Consultant cannot guarantee the outcome of service and Consultant’s comments about the outcome are expressions of opinion only. Consultant makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this Agreement. Client acknowledges that Consultant cannot guarantee any results as such outcomes are based on subjective factors that cannot be controlled by Consultant.
Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Consultant in the strictest confidence and not disclosed to third parties or used by Consultant for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent.
Consultant will make everyreasonable effort to assure the accuracy of the material produced, but is not responsible for the correctness of copy, illustrations, photographs, trademarks, nor for obtaining clearances or approvals. The Client is responsible for proofreading at all phases of the project. We will take normal measures to safeguard any materials entrusted to us. However, we are not responsible for the loss, damage or unauthorized use of such materials, nor are we responsible for the actions of the vendors and suppliers we utilize.
8. COPYRIGHTS AND TRADEMARKS
The Client represents to Consultant and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Design Firm for inclusion in the Client’s projects are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Design Firm and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
9. PHOTOGRAPHY OR ILLUSTRATION
The usage cost of photography or illustration is not included in the scope of this project. Any stock photography purchased will be billed in addition to the cost outlined in this Agreement at our cost, plus 20%.
All materials used in the production of this assignment — including original artwork and computer generated artwork, layouts, formats, and code — remain the property of Consultant until work is complete and paid in full. Once final payment is received, all work is owned by the client. Consultant reserves the right to show the work for marketing purposes, without restriction, including in portfolio, website and marketing brochures/collateral. Photography usage/ownership is negotiated with the chosen photographer, if applicable. Ideas which are not accepted remain the property of Consultant and may be used in the future in the course of other assignments.
11. INDEPENDENT CONTRACTORS
Throughout the term of this Agreement (including any renewals thereof), Consultant’s relationship with Client shall be that of an independent contractor, and Consultant agrees that Consultant is not and will not become an employee, partner, agent, or principal of Consultant while this Agreement is in effect. Nothing in this Agreement shall be construed to create an employer-employee, agent-principal, joint venture, or partnership relationship between Consultant and Client.
12. LIMITATION OF LIABILITY
In no event will either party be liable for any loss of profit or revenue by the other party, or for any other consequential, incidental, indirect or economic damages incurred or suffered by the other party arising as a result of or related to this Agreement, whether in contract, tort or otherwise, even if such party has advised of the possibility of such loss or damages. The parties further agree that the total liability of either party for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of such party, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Consultant for the Deliverables.
A. Client will indemnify and hold Consultant harmless from and against any claims by third parties, including all costs, expenses and attorneys’ fees incurred (“Damages”), arising out of or in conjunction with (i) Client’s performance under or breach of any obligation or Agreement of this Agreement, and (ii) any actual or threatened claim that the content provided by Client to Consultant infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Vendor by any third party.
B. Consultant shall indemnify, defend,and hold Client harmless from, and against any and all third party Damages arising out of or resulting from (i) Consultant’s performance or breach of any obligation or agreement of Consultant under this Agreement, (ii) any misrepresentation made by Consultant in this Agreement, or (iii) any actual or threatened claim that the Deliverables or the Deliverables infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Client by any third party.
(a) Consultant’s Warranties: Consultant represents, warrants and covenants that Consultant has full authority to enter into this Agreement and that all of the services, whether performed by Consultant or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranty. Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) Website Warranty. Consultant provides a thirty (30) day warranty period from the day the website goes live to make sure the website meets your specifications. Warranty does not include adding or editing website content; nor does it include new installation and upgrade of website applications.
(d) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
15. GOVERNING LAW; VENUE; MEDIATION
This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York as applied to contracts that are executed and performed entirely in New York. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Nassau County, New York. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
17. COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. For purposes of this Agreement, signatures delivered by facsimile transmission or other electronic means will be treated in all manner and respects as originals.
18. ENTIRE UNDERSTANDING
This Agreement constitute the sole agreement between Consultant and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Consultant. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the State of New York.