KD Website Design Agreement
1. Purpose and Scope
This agreement is made between the (“Client”) and the (“Web Professional”) and sets forth the terms and conditions whereby Web Professional agrees to perform certain services (“Services”, as defined below) for Client related to the design of the Client’s (“Website”), the details of which are below. Web Professional will be engaged solely and exclusively for the limited purpose of providing these services to the Client. This agreement is hereby incorporated by reference into Keltech Designs LLC development, proposals, sales or quotations.
“The Website” means a series of linked Webpages under common control developed by Web Professional for Client under this agreement.
3. Description of Services
Web Professional will perform the development services described below.
There are three stages of design and development services: Strategy, Design and Development, and Takeoff. Web Professional will complete the three stages on or before the agreed upon due date. Before delivering the Website to Client, Web Professional will test its components to make sure the Website and its components work as intended.
- Strategy. During this milestone, the Client and Web Professional will conduct a one hour video session on an agreed upon date to determine and establish the Website’s goals, Webpage content, Service and/or product planning and visitor navigation intent. A Website Strategy Brief will be completed and provided with the agreed upon layout and plan for the Website’s conception.
- Design. During this milestone, the Client and Web Professional will conduct (2) 1 hour long video sessions to discuss feedback after initial proofs are delivered to discuss and agreed upon each webpage design, photo editing, brand implementation, content integration, and design elements and icons for the Website.
- Takeoff. During this milestone, the Client and Web Professional will conduct a 90 minute video session to complete website training and self-maintenance. This video session will also include final revision of the website’s design and layout, final development of each webpage, initial SEO configuration, responsiveness of website on mobile and tablet devices, and 30 day post-completion support.
4. Web Hosting
Client has selected Keltech Designs LLC to host the completed Website understands that a separate web hosting package is required for the Website. Client agrees to purchase and maintain such web hosting as long as the website is active. Client understands that this is a monthly recurring fee and if service interruption may occur if payment is not received by specified due date on hosting invoice.
If the Website is not properly hosted by the expected termination of this Agreement, Web Professional shall not be responsible for moving the constructed site to Client’s web host.
5. Domain Name
Client has the option of registering a new domain or use of an existing domain. Client shall bear all expenses incurred in registering the domain name.
6. Professional Warranties
Web Professional represents and warrants that Web Professional has knowledge, skills, and experience necessary to perform the Services. Web Professional agrees that all intellectual property produced through the Services will be entirely original and will not infringe upon the intellectual property of any third party. Web Professional also guarantees that the final works produced through the Services (“the Works”) will be free from any plagarism or likeness to Works not belonging to or created by Web Professional. The Works will become the intellectual property of Client, free and clear, as a work-made-for-hire.
The Client agrees not to alter the Works unless the alterations are agreed upon by both parties in writing and notated within or upon this Agreement.
7. Client Warranties
Client represents and warrants to Web Professional to perform its obligations under this Agreement, has or will obtain necessary and appropriate rights and licenses to grant to Web Professional to use Client content for the Website and has or will obtain any authorizations necessary for hypertext links from the Website to any other third-party websites.
8. E-commerce (Only applies to E-commerce Websites)
Both parties agree that Client is solely and exclusively responsible for complying with all laws related to e-commerce and online business. Client will defend and hold the Web Professional harmless from any claim, demand, lawsuit, cost, penalty, or expense arising out of or relating to Client’s use of internet commerce.
9. Fees and Expenses
Client will be billed through an invoicing system for hosting and website desgin project. The website design fees are for the projects envisioned under this Agreement are the agreed upon fees given to Client in the initial Website Design PreMission Brief. Payments will be made in accordance to the Client selected payment plan option as specified the Financial Agreement for both hosting and website design and development.
The Services will begin at the execution of this Agreement as well as when Web Professional receives the initial deposit according to specified due date selected by the Client and hosting services are secured. Billing for hosting will be assessed through an invoicing system as long as website is active. Billing for website design and development will be assessed through an invoicing system until last payment is received in accordance with the Financial Agreement.
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the Web Professional shall not constitute a breach of this Agreement, provided that the affected party has taken reasonable measures to notify the other of the delay in writing. The delayed party’s time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control. Conditions beyond a party’s reasonable control included, but are not limited to natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war or terrorism and epidemics. Failure to subcontractors and inability to obtain materials shall not be considered a condition beyond a party’s reasonable control. If the Web Professional shall not hear feedback from Client within 3 days after initial design review, Web Professional will attempt to communicate to Client via a follow-up email reminder. If the Web Professional shall not hear feedback from Client within 7 days, Web Professional will make a second attempt to communicate to Client via a second follow-up email and phone call using number supplied during initial proposal. If Web Professional shall not hear feedback from Client within 12 days of initial communication attempt, Web Professional will make a third attempt to communicate with Client via a follow-up email and phone call. If no communication has been made by Client within 14 days, the Works shall be considered accepted with no further changes.
11. Changes in Scope of Project
If the Client wishes to alter the Works beyond the initial description of the Works listed and beyond the initial description of the Works listed and beyond the included edits, Web Professional will still be owed all fees invoiced before any additional edits are made. Web Professional shall then invoice for additional edits, which will be determined at the time the edits are discussed. If the Client rejects the Web Professional’s invoice for the revisions, Web Professional will not be obligated to perform any services beyond those called for in this original Agreement.
12. Late Fees
Late payments by Client shall be subject to a late fee of $25.00 after 5 days of due date.
Web Professional herein acknowledges that they will receive an IRS 1099-MISC from the Client. Web Professional and Client shall each be soley responsible for all the federal, state, and local taxes applicable to them.
Client agrees Website must be maintained either through self-maintenance or a recurring website maintenance plan in order for Website to stay up to date. Client shall have 30 days of post-completion support for any changes to the Website. Client agrees that if any maintenance required beyond the 30 day support will require self-maintenance or a website maintenance plan.
Client shall make available to Web Professional the following materials: access to existing accounts to be used for the Website and any written and photographic content requested by Web Professional for use for the Website. These items will need to be provided by requested due date of the Web Professional. If materials are not available as of the date specified, Web Professional obligations and due dates shall be extended by the number of days of the delay.
16. Expansion of Scope
If any Services beyond those expressly outlined in this Agreement are contemplated, including any additional edits to the Works as discussed above, Client will submit a request to the Web Professional for additional Services. Web Professional will then evaluate such work and if available, send Client a proposal for the new services. Client and Web Professional are under no obligation to work with each other at the conclusion of this Agreement or completion of the Services contemplated hereunder. The Client agrees to not hold harmless Web Professional for any changes made after completion of this Agreement by a third party Web Professional. Client shall indemnify Web Professional against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit arising out of the use of the Web Professional content provided under this Agreement, other than for infringement of intellectual property rights. Web Professional shall promptly notify Client in writing of any third-parrty claim or suit and Client shall have the right to fully control the defense and any settlement of such claim or suit.
17. Client Warranties and Legal Requirements
Client represents and warrants to Web Professional that they have the authority to enter into and perform its obligations under this Agreement. The Client has or will obtain necessary information to the Web Professional to use for the Client’s content for the Website. If any third-party hyperlinks are to be placed on the Website, the Client has or will obtain the necessary authorizations required for use on the Website.
It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for Client’s business are met. Such legal requirements include, bvut are not limited to, ensuring claims on advertising and graphics are true, accurate, and may be legally stated, as well as ensuring all products are lawful. Web Professional shall not be responsible for any legal, technical, or regulatory specifications.
Client will indemnify Web Professional from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of the Client’s representatives and warranties contained in this Agreement. For such indemnification to be effective, however, Web Professional must give Client prompt written notice of such claim and provide to Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.
18. Website Credits and Links
The Client agrees Web Professional can place hypertext links on Client’s Website to Web Professional’s website. Web Professional can also place hypertext links on Web Professional’s website to Client’s Website as an example of Web Professional’s services.
Unless terminated provided herein, this Agreement will extend to and terminate upon completion of the Development Services. Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Web Professional for all Development Services performed up to the date of termination. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies of breach.
20. Confidential or Proprietary Information
Web Professional hereby acknowledges and agrees that Web Professional may receive confidential and/or proprietary information relating to the Client’s business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client’s business and it has been developed or obtained over time, with significant resources involved. Web Professional understands and agrees that ny unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to the Client.
As such, Web Professional agrees that they shall:
- Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
- Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
- Not disclose the confidential and/or proprietary information by any authorized means to any third parties for a period of at least one year following the information of this Agreement;
- Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;
- Inform Client immediately if Web Professional becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.
21. Intellectual Property
Web Professional agrees that all inventions, trade secrets, confidential and/or information, and work-product conceived, created or developed by Web Professional which are used for the limited purposes outlined by this Agreement, be related to the Client’s actual business or research and development, or be developed, made, or discovered by the Web Professional in the course of the performance of Web Professional’s duties for the Client, i.e. all of the Works created, shall be the property of the Client. Web Professional hereby assigns to the Client the entire right, title, and interest in and to the Works only for the limited purposes as outlined elsewhere in the Agreement, including all necessary copyrights, patents, trademarks, or other intellectual property rights relating to all Works.
22. Dispute Resolution
In case of a dispute between the Client and Web Professional relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Arkansas. Each party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local news, ordinances, statutes or regulations. Intellectual property claims by Web Professional will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
23. Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of Arkansas without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Works provided hereunder: Pulaski.
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.
This Agreement may be executed in counterparts, all of which shall constitute a single agreement.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
27. Force Majeure
Web Professional is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural diasters, and other acts which may be due to unforeseen circumstances.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted so as best to carry out the Parties intent.