You are on page 1of 15

Service Contract & Policies

Our desire is to delight the Client/Customer. One way is to make clear our understandings with each other. What follows are the entire terms of our agreement together: DEFINITION OF TERMS. The following definitions shall apply when applicable in this agreement. "Excellent Presence" is a branch of Web design services offered by the parent company, Vridique. "Company", "Vridique", "Developer", or "Excellent Presence, by Vridique" are used interchangeably throughout this document to signify the parent company of Vridique, owned by Harmony Major. Design Concept / Prototype / Mockup: A conceptual draft or other representation of the look and feel of the website, created by the Company, with elements completely (re)created or (re)compiled from scratch. Is also considered to be a major revision. Major Revision: Includes but is not limited to overhaul of structure, navigation or layout, choosing a new color scheme, changing project scope, creating a new logo, implementing complex backgrounds or borders, scratchmade main character or custom graphic elements, additional section within a Content Management System, additional sections on the frontend, and 3D or other elements that affect slicing of graphics and/or overall look and feel of the website. Also applies to changes that affect the structure of the database, or other backend programs, already integrated into the website or incorporated into Architecture plan. Minor Revision: Includes but is not limited to navigational label changes, font styles, text changes (with limitations), simple color changes, plain background changes, simple border changes, and/or the simple replacement of graphic(s) with new Client-provided image(s). Final Design / Final Artwork: A website is considered a Final Artwork once everything is in place and beta testing is complete. This includes all required sections of the website, navigation, and backend database (if any).

WEB DESIGN CONTRACT


1. Authorization.

The above-named Client is engaging Harmony Major and Vridique, a sole proprietor in North Carolina, USA, as independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the Client's web space on a web hosting service's computer. The Client hereby authorizes Company to access this account, and authorizes the web hosting service to provide Vridique with "write permission" for the Client's Web page directory, CGI-bin directory, and any other directories or programs which need to be accessed for this project. 2. Average Project Timetable. The timeline chart below outlines the budget, milestones, and procedure followed to complete the vast majority of projects. A 4-phase process is implemented to ensure customer satisfaction, clear communication, and project efficiency. The process begins with the Discovery phase where the project is planned clearly, a Creative phase where visual elements are designed and approved, a Technical phase where visual elements are brought to life, and finally, a Review and Testing phase for quality assurance. Please note, some of these items may not apply to your particular project, just as some may need to be added. You'll receive a customized project timetable at the start of your project outlining next steps.
PHASE 1: DISCOVERY RETAINER: $100 Client Industry Studies (1-2 days) Resource and Software Gathering (1-2 days) Information Architecture (1-2 days) Deliverables to Client: - user site map - admin site map (if any) - info architecture (how Client-provided content will be arranged) - database schema (what scripts/programming will serve what purpose PHASE 2: CREATIVE Visual Elements Chosen (2-3 days) Deliverables to Client: - website template mockups (2 drafts) MILESTONE #1: 50% Deliverables to Client (Pending Visual Element Selection & Payment Milestone): - registration of domain (if applicable) - Web hosting account creation & setup (if included) Logo Creation and Revision (1-2 days) Deliverables to Client: - custom logo

PHASE 3: TECHNICAL Design Transferred to HTML/CSS (3-4 days) - home page design - Client-provided content applied - category page design (if any) - product/article listing design (if any) - product/article full page design (if any) - shopping cart & checkout page design (if any) Deliverables to Company: - website content (final version!) Deliverables to Client: - main template/home page design - secondary content page design (if any) Modules Programmed (2 days: Pending Completion of Payment Milestone) MILESTONE #2: 25% - email address(es) - payment system - product upload (if any) - Client-provided content added - categories programmed (if any) - Excel (product) import (if any) Deliverables to Company: - desired email address (up to 3) - digital products (if any) - category names & specs (if any) - Excel product spreadsheet (if any) Deliverables to Client: - email address(es) [Client may begin using immediately] PHASE 4: REVIEW AND TESTING Beta Testing and Quality Assurance (1-2 days) - interface testing - minor revisions / final touches - final design and layout presented for approval and Client-side testing (on Company servers) Testing Complete: Site Launched (1 day: Pending Completion of Payment Milestone) MILESTONE #3: 25% - website uploaded to Client servers Delivery Method: Web/FTP Alt. Delivery Method (used only if needed, as per Section 8): Zipped file(s) emailed

3. Design Specifications and Customization. To help Client keep budget and project costs low, Excellent Presence by Vridique will, precisely or loosely, base Client project designs around preexisting professional templates. However, creating a Client-specific look and feel will not be a problem due to (A) the virtually infinite number of template resources available; (B) Company access to little-known industry resources for a vast number and variety of design templates; and (C) original, custom Client

logo and/or graphics created specifically by Company for Client's website project. Company will program any script add-ons (shopping carts, help desk / trouble ticket systems, etc.) with standard settings only. Client will handle any customization of tax / shipping charges, email notification setup, setup of additional email addresses, etc., as appropriate for their business. 4. Website Content and Additional Pages. The content of the Web pages will be supplied exclusively by the Client, up to 500 words per page, unless other arrangements are made beforehand. Vridique reserves the right to charge additional formatting fees for Web pages of more than 500 words of text, which will be discussed with Client in writing (email permissible) before any such charges are billable. If Client desires additional standard Web pages beyond the original number of pages included with the package ordered, Client agrees to pay Vridique $50 for each additional page, to include the application of site design template and text only. Graphics, photos, scripts, additional text over 500 words, or additional functionality beyond the aforementioned shall be billed at an additional rate, mutually agreed upon by Vridique and the Client, before any work is billed. Any additional charges that apply will be due with the next installment payment. Should no additional installments be due, fees for those services will be due immediately and must be paid in full before any work is continued. 5. Copyrights and Trademarks. The Client unconditionally guarantees that any text, graphics, photos, designs, trademarks or other artwork or creative content furnished to Harmony Major and/or Vridique for inclusion in Web pages is solely owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client will resultantly hold harmless, protect, and defend Vridique and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. 6. Maintenance, Training, and Hourly Rate. This agreement does not include any website or graphic maintenance, edits, updates, or works of any kind once the design is approved and turned over to the Client. Client may contract the Company for future website maintenance, changes and upkeep as needed, for a one-time project charge OR at the rate of $30 per hour, depending upon what makes the most sense for that project. The

billing structure will be mutually agreed upon by Client and Company before the start of the project. Company shall definitely provide Client access to online documentation, help files, and manuals, as needed, which are imperative to the efficient operation of any software installed on Client website that will be operated by the Client. (It's helpful to also remember that documentation is typically embedded innately in the application itself by its author, usually via "Help" link(s) within the Administrative interface.) No direct training or technical support is included in the project cost, though telephone walkthroughs may be arranged in certain cases at the rate of $30 per half hour, billed in 30-minute increments with a minimum billing fee of $30. 7. Changes to Submitted Text. Please send only your final text for inclusion in the website. Any time required to make changes to Client-submitted text after previously provided text has been applied to any Web pages (including draft design pages) will be additional, billed at the hourly rate. 8. Web Hosting. The Client understands that should they choose to host their final website using an external Web host of their choosing, Client agrees to choose a hosting company that meets the appropriate technical requirements corresponding to Client's needs, to allow the Client website to be developed to meet agreed-upon functionality. In case the Client has not secured Web space on a web hosting service meeting minimum technical requirements by the time Client website is complete, the Web pages, images, and all directories will be delivered to the Client as zipped file(s) and it will be the Client's responsibility to upload said files to their chosen Web host and ensure their proper operation. 9. Completion Date. Vridique and the Client must work together to complete the website in a timely manner. Client and Company both agree to work expeditiously to complete the website no later than the last quoted date given in writing by the Company. Additionally, in case Client chooses not to, or is unable to, pay the retainer fee on the mutually agreed project start date, the date the retainer fee is paid will serve as the true start date of project. Client understands and agrees that the final quoted completion date becomes void and subject to modification should any of the following occur: (a) Client

has not returned one or more of Company's contacts (email/phone/etc.) within 24 hours / one business day; (b) Client has not supplied design approval, content, project management approval, or any other step requiring Client action, needed to advance Client project, within 48 hours of due date of said Deliverable; (c) Client fails to make a deposit or payment within 72 hours of the stated and/or agreed upon payment/deposit due date. 10. Payment Schedule for Services. Monies to Vridique are due and payable on the following schedule: $100 retainer fee upon accepting this contract and before conceptualization or design work is begun; 50% of remaining balance within 24 hours of Visual Element Selection in project Phase 2; 25% within 24 hours of approval of Main (& Secondary) HTML Page Design in project Phase 3; and remaining 25% of balance within 24 hours of Client testing and final approval of Final Design in project Phase 4, before completed website is published to the Web, or rights or ownership are transferred. If the total amount of this contract is $300 or less, the total remaining balance ($100) shall be due within 24 hours of project Phase 3 milestone. All payments will be made in U.S. funds via PayPal whenever possible. In order for Company to remain in business, payments must be submitted promptly. Delinquent payments will be assessed a $15 charge if not received within 3 days of the due date. If any amount remains unpaid 30 days after its due date, an additional 10% penalty will be added for each month of delinquency. Additionally, if Client does not supply Company with all required content relevant to project within 30 days of project start date, all previously submitted deposits and payments shall be retained by Company as liquidated damages. Additionally, the contract shall become invalid at the Company's option unless Client cancels project, in writing, prior to 30 days of the project start date. Company also reserves the right to remove, or contact Client's Web host to have removed, Web pages from viewing on the Internet until final project payment is made. In case collection proves necessary, Client agrees to pay all fees incurred by that process. 11. Rush / Aggravation Fee. A 25% addition of the total project cost shall be charged to the client for rush service at Client's request for this add-on. Projects are upgraded with "Rush Service" when the Client expressly requests that the completion date be three or

more days ahead of the already established/agreed-upon development deadline, or when the Client requests Rush Service prior to the start of the project. 12. Assignment of Project. Vridique reserves the right to assign subcontractors to this project to ensure the best and most efficient fit for the job, as well as on-time completion. Subcontractors must also adhere to any effective nondisclosure agreements previously in place by Client and Company, and shall not withhold or retain ANY of the copyright ownership upon completion and delivery of contracted work. Client shall not subcontract or allow services or assistance of any thirdparty designer (including Client) to work with or on the project development without the expression knowledge and written permission of the Company. 13. Limitation of Liability. In no event will Vridique or Harmony Major be liable to the Client or any third party for any damages, including lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate the website. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 14. Project Amendments and Revisions. One design prototype/mockup will be submitted to the Client for selection and approval in (Creative) Phase 2 of the project, on which the final website design will be based. This is the Client's opportunity to request a Major Revision to Architecture Plan, design scheme, or layout. Once Client approves the project design in Phase 2, only Minor Revisions will thereafter be accepted without incurring an additional charge. Should Client feel that no Major Revision is needed, Client forfeits the right to request a free Major Revision in any later Phase of the project. (Client may, of course, request as many Major or Minor revisions as they deem necessary. The previous statement means that a Major Revision is only free/included in Phase 2 of the project.) After Client selects and approves the initial design, as many as 10 Minor Revisions will be allowed before the design is considered "Final," to be used for the entire theme of the website, and Company moves on to the project's Technical phase. (Additional Client requests for Minor Revisions ARE allowed later in the process, of course -- during Phase 4.) Either Major Revision(s) beyond the one allowed by this contract, or excessive Minor Revisions, will incur an additional charge, which will of course

be discussed with Client before any new charges are billed, and before work continues. The Company will diligently accommodate Minor Revisions solely in Phase 2 and in the beginning stages of Phase 4 (before final milestone payment). Any last Minor Revisions are continued and allowed in Phase 4 until client is completely satisfied with the final design or for two calendar weeks (14 days), whichever occurs first. 15. Delays. Company shall use all reasonable efforts to deliver the project on schedule. However, at its option, Company may extend the due date for any Deliverable by giving written notice to Customer. The total of all such extensions shall not exceed 14 days. Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of either performing party shall not constitute a breach of this Agreement if the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed partys time for performance may be extended for a period equal to the duration of the conditions beyond its control. Conditions beyond a partys reasonable control include, 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, unforeseen major illness (beyond the common cold, allergies, sprains), and epidemics. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a partys reasonable control. 16. Communication. All communication between Company and Customer will take place in digital form, including but not limited to online chat room, messages via project management tool or any customer support center, instant messenger, or direct email, as deemed most convenient and timely by both Client and Customer. No telephone support, meetings, or conferences are included or provided with the project agreement or fees. Should Client deem it necessary for project continuance, Company will provide phone support and/or conferences at the rate of $30 per half hour, billed in half-hour increments, between 9 AM and 2 PM Eastern Time, Tuesday, Thursday, or Friday, or between 9 AM and 1 PM Eastern Time on Wednesdays. Client agrees that the Company may record these calls to add to the Client/Company record of communication, to be entered into the project file. Should neither of these times work with Client's schedule,

appointments can be scheduled outside of posted hours of availability on a caseby-case basis. 17. Cancellation or Rejection of Project. Client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, Client observes any nonconformance with the design plan, Company must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and possible billing for all additional labor or expenses to date, at which point all elements of the project must then be returned to the Company. Any subsequent usage by the client of those design elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney's fees in any action brought to recover payment under this contract, or in which the Company may become a party by reason of this contract. 18. Warranties and Client/Third Party Modifications. Any technical malfunctions found to be the fault of Vridique, that were for some reason overlooked before website was published to the Web and ownership transferred to Client, will be fixed promptly, professionally, and completely free for up to 30 days after the site goes live. Only Company-caused technical issues fall under this 30-day warranty. Once website files and applicable copyrights are transferred to Client, Client is solely responsible for any damage or malfunction their website experiences due to NON-COMPANY modifications (made by Client or any third party). Client may choose to contract Vridique to repair this damage for an hourly rate or on a per-project basis, depending on which billing option makes the most sense for the project scope. 19. Copyright Transfer, Ownership and Rights. Copyright to the finished, assembled work of Web pages produced by Vridique is owned by Client. Upon final payment of this contract, the Client is assigned rights to use, as a website, the design, graphics, and text contained in the finished, assembled website. Ownership of Company-provided photos, application(s), scripts, programs, and other non-original content types may be used under license and may specifically not be transferred to the Client, and remain the sole copyright and property of their respective owner(s). All creative source files created by the Company, including but not limited to Photoshop Layered PSDs, GIMP XCFs, Flash FLAs, Illustrator AIs, and 3D source files,

shall remain the property of the Company unless otherwise purchased by the Client at a rate of 25% of the total project cost. Should source files be purchased, Client shall have unlimited license to modify the source however Client sees fit for their business and their business' use only. Client may also not claim to be the Original designer/creator of any Company-created design elements, regardless of any modification of said elements. Client acknowledges that Company owns or holds a license to use and sublicense various preexisting development tools, scripts, applications, routines, subroutines and other programs, data and materials that Company may include in the website developed under this Agreement. This material shall be referred to as "Background Technology." Company retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Subject to full payment of the consulting fees due under this Agreement, Company grants Client a nonexclusive, perpetual worldwide license to use the Background Technology in the website used within, and/or developed for, and delivered to Customer under this Agreement, and all updates and revisions thereto. Vridique retains the right to indefinitely display, link to, and/or reference Client website, graphics, preliminary designs, and/or other Web design elements as work samples in their respective sales, marketing, competitive or educational materials, including but not limited to design portfolios or competitions, marketing brochures, future publications on design, or any creatives developed to market the Company's business. Where applicable, Client will be given any necessary credit for usage of project elements. 20. Laws Affecting Electronic Commerce. From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Vridique and its subcontractors from any claim, suit, penalty, tax or tariff arising from the Client's exercise of Internet electronic commerce. 21. Effective Date and Location of Agreement. This contract becomes effective when signed -- digitally (email/Web form/fax/etc.) or in writing -- by Client. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in North Carolina and any dispute will be litigated or arbitrated in North Carolina.

22. Initial Payment and Refund Policy. This agreement begins with an initial retainer of $100. If Client halts work and applies, through customer support or project management interface, for a refund within 7 days, already-completed work shall be billed at the hourly rate stated above and deducted from the initial payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 7 days of signing this contract. 23. Developer as Independent Contractor. Developer is an independent contractor, and neither Developer nor Company's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Company agrees and represents, and Customer agrees, as follows: (a) Company has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any. (b) Company has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed. (c) Developer has the right to perform the services required by this Agreement at any place or location and at such times as Company may determine. (d) Company will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Customer's computer or existing software. (e) The services required by this Agreement shall be performed by Company, Company's subcontractors (if any), or Company's staff, and Customer shall not be required to hire, supervise or pay any assistants to help Company. (f) Company is responsible for paying all ordinary and necessary expenses of its staff and subcontractors.

(g) Neither Company nor Company's staff shall receive any training from Customer in the professional skills necessary to perform the services required by this Agreement. (h) Neither Company nor Company's staff shall be required to devote fulltime to the performance of the services required by this Agreement. (i) Customer shall not provide insurance coverage of any kind for Company or Company's staff. (j) Customer shall not withhold from Company's compensation any amount that would normally be withheld from an employee's pay. 24. Non-Solicitation of Company-Sought Subcontractors or Employees. Customer agrees not to knowingly hire or solicit Company's subcontractors during performance of this Agreement, and for a period of one year after termination of this Agreement, without Company's written consent. 25. Mediation and Arbitration. If a dispute arises under this Agreement, the parties first agree to attempt to resolve the dispute with the help of a mutually agreed-upon mediator in North Carolina. Any costs and fees other than attorney fees associated with the mediation shall be shared equally between the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in North Carolina under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so. 26. Attorney Fees. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses. 27. Limitation of Company's Liability to Customer. (a) In no event shall Company be liable to Customer or any third party for any damages, including lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to

operate the website, even if Company has been advised of the possibility of such damages. (b) Company's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Company by Customer under this Agreement. (c) Company shall not be liable for any claim or demand made against Customer by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims. (d) Customer shall indemnify Company 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 website provided under this Agreement, other than for infringement of intellectual property rights. Company shall promptly notify Client in writing of any third party claim or suit, and Client shall have the right to fully control the defense and any settlement of such claim or suit. 28. Confidentiality. During the term of this Agreement and for 6 months afterward, Company will use reasonable care to prevent the unauthorized use or dissemination of Customer's confidential information. Reasonable care means at least the same degree of care Company uses to protect its own confidential information from unauthorized disclosure. Confidential information is limited to (A) information clearly marked as confidential, or (B) orally-disclosed information treated as confidential when disclosed, and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure. Confidential information does not include information that: the Company knew before Client disclosed it is or becomes public knowledge through no fault of Consultant Company obtains from sources other than Customer who owe no duty of confidentiality to Customer, or

Company independently develops. 29. General Provisions. (a) Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement and "Web Design Contract" between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. All quotes and prices given from Company to Client are valid for 7 days following the submission of this contract. Continued services after that time may require a new or additional quote, at the sole discretion of the Company. (b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be legally valid and enforceable only if they are in writing (fax is permissible) and are signed by authorized representatives of both parties. (c) Applicable law: This Agreement will be governed by the laws of the State of North Carolina. (d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and are effective upon receipt if given as follows: When delivered digitally to the recipient's email address as appearing in the introductory paragraph to this Agreement (upon confirmed proof of successful sending to recipient's address), or digitally through the project management / customer support center; or When sent by fax to the last fax of the recipient known to the party giving notice.

Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this clause. (e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. (f) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Customer shall retain the obligation to pay if the assignee fails to pay as required by this Agreement. This contract was last modified on: 08/23/2012