This is a Professional Website Development Agreement ("Agreement") between you, person agreeing to this contract via digital online signature, referred to in this Agreement as "Client", and Brainy Websites through its representative Alex T. Ragner, referred to in this Agreement as "Consultant".
Client and Consultant are collectively referred to in this Agreement as "the Parties",
THEREFORE, the Parties, in consideration of the mutual convenience set
forth in this Agreement and according to the ordered services ("Order"),
agree as follows:
1. PROFESSIONAL WEBSITE SERVICES:
Client authorizes the following services ("Service") to be performed by Consultant:
1.a. Design and Development: Consultant will design and develop a professional website suitable to be placed by Consultant on the World Wide Web, based on information and data supplied by Client and according to the Online Turnkey Business Website Packages posted on BrainyWebsites.com.
1.b. Hosting: Consultant will provide assistance in selecting and registering with a suitable website hosting provider (SiteSell, Inc), but makes no representation or warranty concerning the Provider. Consultant makes no representations or warranties concerning the potential "downtime" or interruptions of service of the servers maintained by the Provider.
1.c. Domain Name: Client will have ownership of the domain name. The Consultant will register the domain name for the Client in the Client's name with an industry-appropriate registrar (SiteSell, Inc).
1.d. Specifications: Consultant agrees to design and develop a professional website according to the terms for payment set in the Order.
2. CONSULTATION SERVICES:
The Consultant agrees to act as Consultant and to advise Client with respect to the development of a professional website. The Parties agree that any written or oral consultation provided by Consultant is advisory, involving Consultant's judgment based on education and experience, and that there is no guarantee of any particular result from the consultation.
3. INDEPENDENT CONTRACTOR STATUS:
Client and Consultant agree that Consultant shall act as an independent contractor. The Consultant is not to be deemed an employee of Client. Client retains the right to exercise final judgment with respect to the ultimate development of the Service and has responsibility for such development, although the details of the Service shall be within the discretion of the Consultant.
4. MATERIALS (text, images, audio, video):
for services that must be performed on or with Client's computers or
service, Consultant shall provide data and information used in
performing the Service described in this Agreement.
Client shall provide content that Consultant asks for the development of a professional website, such as in the form of information, images and text within fifteen (15) days of Consultant's request. In the event Client does not provide content as identified above, the Consultant will nevertheless continue with its website development to its completion, having the right to outsource work appropriately.
Client shall not withhold website design approval because of the lack of its own provision of content. If the Client does not provide needed information within sixty (60) days of Consultant’s request, Consultant has the right to terminate contract while Client is still obligated to pay for services performed.
5. DOWNPAYMENT, FEES & WORK SCHEDULE:
5.a. Down Payment: Client pays Consultant a deposit of 30% of the amount of overall estimation fee as a retainer for securing her/his position in the Consultant’s work queue in up to 5 business days after Consultant provides Client with an estimated time frame in the next three (3) months (with a 15-day margin) in which the Services could start.
5.b. The fees for work ordered:
The fees are in accordance to the terms specified in the Order. Unless
otherwise stated in the Order, the fees are due and payable upon placing
the Order and Consultant will not perform any work until payment is
received and such funds are cleared from the relevant financial
If no payment is received within twenty five (25) days of its due date on the Order, it shall be cause for Consultant to terminate this Agreement and for Consultant to take down any content or information posted to Client’s professional website. Client forfeits all rights and ownership and Consultant will begin legal proceedings to receive all monies owed to them.
5.c. Repairing fees: If the Client or anyone else other than Consultant attempts to modify or update Client website, or if Client changes or discontinues subscriptions to any third-party providers that affect Client website, the repairing fees will be assessed at the current hourly rate and the repair time will not be included as part of the professional website development time.
5.d. Cap on Design Iterations without Additional Charge:
The Consultant will provide no more than one (1) design iterations of
the website and one (1) iteration of a header design provided by the
Client within the fee terms specified in the Order. The Parties agree
that any additional iterations requested by the Client will be performed
at an additional charge to the Client. That additional charge will be
determined by current rates and plan fees.
Beyond activities posted in the Order, all additional work taking more than 15 minutes will be billed as additional services.
5.e. Recurring Fees: Client agrees to pay hosting company fees for hosting and domain name(s). These fees are based on third-party service provider charges in effect at the execution of the Agreement. Client agrees that changes in third-party service provider fees will be passed on to the Client. This cost is included in the total cost of services for the first year.
5.f. Ongoing Website Development:
Ongoing website development is necessary if this professional website
is to obtain higher rankings and draw higher traffic. After the website
hand over, Client has the option to either develop further the website
by herself/himself according to the complete instructions in the Solo Build It!
Action Guide (AG), or request from Consultant monthly professional
website development services. These are to be performed without an
Given the AG’s detailed instruction on how to develop the professional website, its content and internet marketing strategy, ongoing maintenance plans are optional.
If Client chooses to use one of the plans, Consultant will perform the specified services in the subsequent month after full payment is received.
All plans (5.f.2 - 5.f.4) include one (1) 15-minute phone consultation OR one (1) email consultation with up to three (3) questions or topics per consultation (with up to 2 follow-up responses per email). Any additional phone and/or email consultations may be purchased at the current rates posted at Brainy Websites, on the search-engine-friendly web development page.
Ongoing professional website development plans are described below.
5.f.1. No Plan:
After the website hand over, Consultant gives Client the website files
and a suggested plan for the next development phases. Client does not
pay anything and Consultant is not available for help after the hand
Phone and/or email consultations may be purchased at the current rates posted at Brainy Websites, on the search-engine-friendly web development page.
5.f.2. 'Pay-as-you-go' Plan: Consultant will assess the number of hours required for specialized services needed by Client taking into consideration the whole scope and context of Client professional website. Unless otherwise specified, after payment is received Consultant will provide the requested services in the subsequent month. Specialized services may consist of (but are not limited to): routine edits, price changes, image re-formatting, forms, check out/Thank You pages, Affiliate or Adsense code integration, hyperlinks, HTML coding, E-zine publishing (content not included), Autoresponders’ setup or modifications, website or article submissions, additional keywords researched and analyzed in the context of website’s theme.
5.f.3. Basic Plan: This plan provides Client's professional website with a steady growth for an affordable investment.
Unless otherwise specified, after payment is received Consultant will provide the requested services in the subsequent month. Consultant will perform the following services: (I) e-mail Client an advanced Search Engine ranking report for each targeted keyword; (II) routine edits: a few words and/or up to 3 changes of price; (III) 3 (three) keyword-focused articles written and Search Engine optimized; (IV) the upload of these articles as individual pages on Client website OR the submission of these 3 articles to an article bank; (V) submission of these pages to Google, Yahoo, Live/MSN, and Ask Search Engines; (VI) Site Map's update with these new pages.
Client may provide the content for these 3 articles/pages (approx. 500 words each), in which case Consultant writes the meta tags and optimizes the content for the Search Engines adding in-context internal and/or external links as needed.
5.f.4. Standard Plan: This plan provides Client's professional website with accelerated growth at the greatest savings.
Unless otherwise specified, after payment is received Consultant will provide the requested services in the subsequent month. Consultant will perform the following services: (I) email Client an advanced Search Engine ranking report for each targeted keyword; (II) routine edits: a few words and/or up to 3 changes of price; (III) 6 (six) keyword-focused articles written and Search Engine optimized; (IV) the upload of these articles as individual pages on Client website OR the submission of these 6 articles to an article bank; (V) submission of these pages to Google, Yahoo, Live/MSN, and Ask Search Engines; (VI) Site Map's update with these 6 new pages.
Client may provide the content for these 6 articles/pages (approx. 500 words each), in which case Consultant writes the meta tags and optimizes the content for the Search Engines adding in-context internal and/or external links as needed.
5.g. Work Schedule: This schedule defines the major tasks to be completed during the life of the project. Individual tasks may be added, deleted or moved as required to meet the demands of the design. The elapsed times are estimates and may vary depending on workload, changes, Client submissions, and third-party service providers.
5.g.1. Phase 1 - up to 5 business days: Consultant provides Client with an estimated time frame in the next three (3) months (with a 15-day margin) in which the Service could start and Client signs the Professional Website Development Agreement and pays Consultant the 30% deposit to retain Consultant's services and the place in Consultant's work queue.
5.g.2. Phase 2 - up to 30 days: Work completed according to the Order and 2nd payment billed & paid
5.g.3. Phase 3 - up to 30 days: Work completed according to the Order and 3rd payment billed & paid
5.g.4. Phase 4 - up to 30 days: Work completed according to the Order and 4th payment billed & paid. Upon final payment, client gains ownership of its professional website. Monthly ongoing professional website development plans start (if applicable).
Client shall additionally reimburse Consultant for expenses that are reasonably incurred by Consultant in the performance of this Agreement upon Consultant’s presentment of invoices for same. All additional costs will be agreed upon by Client and Consultant before any additional costs are incurred.
7.a. Client's Information:
Consultant agrees that all confidential information ("Confidential
Information") communicated to Consultant with respect to the
professional website, including any Confidential Information gained by
Consultant or its representatives by reason of association or employment
with Client or its associates is confidential. Client shall make
reasonable efforts to mark as confidential any materials to be protected
pursuant to this paragraph.
Consultant promises and agrees that Consultant shall not disclose any Confidential Information to any other person unless specifically authorized in writing by Client to do so, except to the extent disclosure is required by subpoena from a court of competent jurisdiction. Consultant shall use its best efforts to prevent inadvertent disclosure of any Confidential Information to any third party.
Client agrees that Consultant may utilize Client's professional website in its promotional materials and brochures and may, but is not required to, include a link to Client's website in Consultant's website or in any other professional website designed by Consultant.
7.b. Consultant's Trade Secrets:
Client hereby agrees that all documents, specifications and all other
information, of whatever kind or nature, that are related to the
development of the professional website herein (the "Confidential
Information") are trade secrets of and having significant value to
Consultant and which therefore are the intellectual property of
Consultant. Client shall not, at any time during or after the term of
this agreement, without Consultant's prior written consent, disclose or
otherwise make available to anyone, either directly or indirectly, all
or any part of the Confidential Information.
Not included in the definition of "Confidential Information" is any information that can be observed by the public on the web when each page of the subject website is accessed.
8. CONSULTANT’S LOGO/COPYRIGHT INFORMATION:
The Client hereby agrees that Consultant may place a link consisting of Consultant’s logo or website name, preferred hosting company and copyright information, if any, on each and every page of the Client’s professional website.
9. OWNERSHIP OF WORK PRODUCT:
Before complete payment by the Client, Consultant shall hold all right, title and interest in and to the website, specifically including by way of illustration but without limitation the following:
9a. All Content (text, graphics, animation, audio components, photographs and digital components of the website) not provided by Client or mutually contracted and final payment received from Client,
9.b. All interfaces, navigational devices, menus, menu structure or arrangements, icons, help and other operational instructions and all of the components of any source or object computer code that comprises the website,
9.c. All expressions of ideas, whether literal or non-literal, that operate, cause, create, direct, manipulate, access or otherwise affect the Content, and
9.d. All other intellectual property of the Consultant, including but not limited to all copyrights, patents or trade secrets, or any component thereof.
shall refrain from any infringement of any kind or any other action
that would in any way compromise Consultant’s ownership in the website,
as described herein above.
Upon complete payment by the Client, the Consultant - notwithstanding - grants permission to the Client to use the website. However, the Consultant does not grant permission to the Client to duplicate anything provided by the Consultant for the Client in the development or design of the subject website. All content, logos and other contractually included information will be transferred to Client only after complete payment is made.
Notwithstanding the above, the Client shall retain all right, title and interest in and to all of its intellectual property rights in any text, images or other components it provided to the Consultant for use in the development of the subject website.
10.a. Consultant’s Indemnity: Consultant warrants that any materials provided by Consultant for use by Client pursuant to this Agreement shall not contain any proprietary material owned by any other party for which that other party has not given license to Consultant for use of same that is protected under Copyright Act or any other similar law. Consultant shall be solely responsible for ensuring that any materials provided by Consultant pursuant to this Agreement satisfy this requirement and Consultant agrees to hold Client harmless from all liability or loss to which Client is exposed as a result of Consultant’s failure to perform this duty.
10.b. Client Indemnity: Client shall indemnify and otherwise hold the Consultant harmless from any and all claims brought by any third party against the Consultant relating to any part of the subject website, and shall indemnify Consultant from any losses, including but not limited to attorney’s fees and all other costs related to such third-party claim whether or not in litigation that arises out of injury to said third party caused by any product, service, and/or materials supplied to Consultant by Client for inclusion in the development of the subject website. Client hereby warrants that everything it supplies to Consultant for inclusion in its professional website is legally owned or licensed to the Client and is not the subject of any infringement on the intellectual property rights of any third party.
11. TERMINATION OF AGREEMENT:
This Agreement shall not be terminated by either party prior to the completion of the Service by the Consultant for the project identified in this Agreement; it being the intention of the Parties that this Agreement shall remain in full force and effect until the completion of said Service.
12. ASSIGNMENT OF AGREEMENT:
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Consultant. Consultant reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
13. LIMITED WARRANTY AND LIMITATION ON DAMAGES:
Consultant’s sole warranty to the Client is that the subject website will conform to the specifications enumerated in the Order and Client hereby acknowledges the same. Consultant shall correct any deviations from the Order on the website without unreasonable delay at its sole expense without cost to the Client in order to conform to the website specifications. Client further acknowledges that the Consultant does not warrant that this professional website will work on all platforms. The Client further acknowledges that Consultant does not warrant the results obtained by the Client as a result of marketing its professional website.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
15. GOVERNING LAW:
The Parties agree that this Agreement has been made in the province of British Columbia and that it shall be governed by and construed pursuant to the laws of that province.
16. ENTIRE AGREEMENT:
This Agreement is the completed and exclusive statement of the mutual understanding of the Parties. This Agreement supersedes and cancels all previous written and oral agreements and communications between the Parties relating to the Consultant’s Service that is the subject matter of this Agreement.
17. ATTORNEY’S FEES:
If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any other cost and/or relief to which that party may be entitled.
If any court of competent jurisdiction determines that any part of this Agreement is invalid or unenforceable, that determination shall not impair or nullify the remainder of this Agreement.
The Parties agree that they may amend this Agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the Parties.
20. FORCE MAJEURE:
If performance by Consultant of any of its obligation under the terms of this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond the control of the Parties hereto, that party shall be excused from such performance for the same amount of time as such occurrence shall have lasted or for such period of time as is reasonably necessary after such occurrence abates for the effect thereof to have dissipated.
21. NO INFERENCE AGAINST AUTHOR:
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
22. READ AND UNDERSTOOD:
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. This Agreement begins upon the date the Client accepts the Terms & Conditions of this Professional Website Development Agreement by digital signature.
In plain language...
... this Professional Website Development Agreement refers to building a traffic-generating professional website for you.
While we do our absolute best to get your website to draw traffic from the Search Engines, we do not guarantee or make specific claims in regards to traffic or income. You must understand that older and larger websites do better than newer and/or smaller websites.
Your website income or lack thereof is determined by many factors, that we - as professional website developers and internet marketers - have no control over. As an example, we cannot control if your product or service is in-demand or not, priced too high or too low, facing fierce competition or simply not wanted and we can not control the effectiveness of your product’s sales copy.
However, you can rest assured that our services are top of the line and we will help you in any way that we can.
If you agree with the terms and conditions above, please fill in the form below: