Hillsborough Web Development Service Agreement
Last Edited on February 19, 2022
This website design and development service agreement (the “Agreement”) outlines the terms and conditions by which Hillsborough Web Dev LLC (the “Designer” or “Party”) manages its products, services, accessibility to its services, and information systems with all external parties (the “Client”) and collectively “Parties”. Upon the first successful payment by the Client, this Service Agreement goes into effect until either Party wishes to terminate the relationship.
When a Client wishes to hire the Designer to create and manage a website or other service, this creates a Project. Projects can include the creation of a website, graphical design, copywriting, search rank optimization, server hosting or maintenance, domain name purchasing and management, marketing and advertising, or other services agreed upon by the Client and Designer. There are three primary Project Packages the designer offers:
- Basic – 5 Static Pages, 1 Contact Form, and all Included Services
- Premium – 10 Static Pages, Unlimited Contact Forms, and all Included Services, as well as owner or manager website login and blog or newsletter support
- Pro – Unlimited Pages, Contact Forms, and all Included Services, as well as support for an online e-commerce store and digital payment processing
Included Services. Services provided with all Project Packages include, Unlimited Revisions, Domain Name Management, Social Media Integration, Custom Graphics, and 24/7 Support.
Project Prices. Prices are listed publicly by the Designer and may be subject to price increases or discount sales. Projects normally have an up-front fee associated with creation and setup, as well as a monthly management and upkeep fee that included unlimited revisions and consultations. Clients pay monthly for the hosting of that month, which is due by the last day of that month. If payment is not received by the last day, the Designer may restrict services or support until the billable account is paid in full.
Project Schedules and Timelines. Timelines and schedules may vary depending on available resources or the complexity of the project or revisions. The Client will begin by providing basic information regarding their name, contact and business information, existing websites, and preferred project package, and work to schedule a consultation with the Designer to outline the scope of the Project. The designer will ask more detailed questions regarding design preferences, color palette, current hosting and technology information, access credentials, copywriting text and images available, user goals for website visitors, and preferred payment methods.
Once the information has been collected, the Designer will provide a preliminary design date, and request that the Client review the website design for approval. Once revisions are completed, the website is considered Live, and the Client is responsible for transferring all existing domain name credentials to the Designer. The Designer may request that the Client pay in advance for larger projects or to prioritize and expedite projects.
Termination. Either Party may terminate the Agreement by providing the other Party prior notice, written or unwritten, at any time. Termination will occur on the last day of the month in which the Client has paid the monthly management fee.
The Client can terminate the Agreement by giving written notice: (a) if the Designer commits any material breach of this Agreement and fails to correct the breach within ten (10) days of notice of the breach; or (b) if there is any repeated failure by the Designer to execute the Project in an acceptable standard and to the reasonable satisfaction of the Client.
The Designer can terminate the Agreement by giving written notice: (a) if the Client fails to make the payments required and set forth in Sections 2 and 3 within five (5) business days of notice of failure to make a payment; or (b) if the Client commits any other material, non-financial breach and fails to correct the breach within ten (10) days of notice of the breach.
The Designer will act in good faith to ensure that the Project remains available and accessible for use by the Client by providing necessary login information, profile credentials, or transferring ownership and access to third parties or account profiles created for the continued management of the Project. The Designer will continue to be available to the Client for sixty (60) days after the termination of this Agreement to provide the Client with reasonable technical support and to correct any possible errors or deficiencies. Modifications to the website or tasks after those 60 days will be billed at the contractor rate of $50 per hour or $90 per hour for urgent requests and emergencies.
If a domain address is managed and renewed annually by the Designer, ownership will be transferred upon request to any valid Gmail email address, but may take between 14 to 30 days as a security measure by the hosting provider. If a domain is not renewed it will be available on the open market for anyone to purchase 30 days after the expiration. The Designer is not obligated to renew the domain if a Client is in breach of their contract. The primary administrator login information for the website will be included with the core website files upon the termination of a managed Project. A backup copy will be created and stored by the Designer for 180 days once the Agreement is terminated.
Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information to the Designer in order for the Designer to complete the Website in its final form. The Designer will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Designer also will not use any of this proprietary information for the Designer’s personal benefit at any time, even after the Agreement is fulfilled.
This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for due cause.
Ownership Rights. The Client continues to own any and all proprietary information it shares with the Designer during the term of this Agreement for the purposes of the Project. The Designer has no rights to this proprietary information and may not use it except to complete the Project. Upon completion of the Agreement, the Client will own the final website design, and the licenses used to maintain the design of the website, unless those licenses require authentication through a third-party license verification system managed by the Designer or require recurring payments in order to function effectively. Upon termination of this Agreement, the Client will be responsible for renewing any and all software licenses for maintenance of the Project.
While the Designer will customize the Client’s Website to the Client’s specifications, the Client recognizes that websites generally have a common structure and basis. The Designer continues to own any and all template designs it may have created prior to this Agreement. The Designer will further own any template designs it may create as a result of this Agreement.
Assignment. The Parties may not assign their rights and/or obligations under this Agreement unless both Parties agree to the assignment in writing.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS, OR COSTS OF DELAY.
Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by New Hampshire law.
Dispute Resolution and Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.
Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
Complete Contract. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
Notices. All notices under this Agreement must be sent by email with a read receipt requested or certified or registered mail with return receipt requested. Notices shall be sent as follows: HillsboroughWebDev@gmail.com