The purpose of this contract is to set forth the terms by which The Contractor will provide The Client with web development services (“Services”) as outlined in the relevant Letter of Engagement(s).
- Professional Services to be rendered. The Contractor agrees to render the services outlined in the relevant Letter(s) of Engagement.
- Other Services. Provide creative, marketing and production services as and when required by The Client. Fees to be determined based on contract requirements and will be billed as outlined in “Professional Services Fees.”
- Outside Contractors. The Contractor shall have the right to use third-party contractors to fulfill any of its obligations under this Contract.
The Contractor acknowledges that it has responsibility for the following:
- Selection of any and all third party suppliers and for determining that the supplier will meet The Client’s requirements.
- Management and proper administration and execution of other projects as required and as defined by The Client and The Contractor.
The Contractor will provide the Services as outlined in Professional Services above for which The Contractor shall receive a fee as outlined in the relevant Letter of Engagement(s).
- The Client may obtain additional services from The Contractor upon request – subject to estimated additional fees.
- All “services” outside the scope of this letter of engagement will be estimated on a project-by-project basis. All fees for these services will be due and payable upon receipt of invoice by The Client.
- For project based work, 50% of estimated project costs will be due and payable prior to commencement of project. Deposits are non-refundable. For retainer based work, post-dated cheques may be required.
- The Contractor will submit an invoice due and payable upon receipt upon completion of the project outlined in the relevant Letter of Engagement(s).
- Unless otherwise agreed upon, the balance of payment for web design and development projects will be billed upon completion of the project, or 6 weeks after project commencement, whichever comes first.
- The Client must provide all required content (photos and copy) for website projects within 3 months of the signed contract, letter of engagement and deposit being received by The Contractor. Website projects that do not commence within 3 months of receipt of signed paperwork and deposit as a result of Client not providing the necessary content may be cancelled. The deposit will be non-refundable.
- The Client agrees to pay a two percent (2%) per month late charge for each month or part thereof on any invoice submitted to The Client by The Contractor, which is not paid within thirty (30) days of the invoice date.
- All custom developed websites created by Bon Accord Media Inc include a 60 day warranty, such that the website will be revised at no additional cost to the client within those 60 days if any new browser versions are released necessitating additional coding for browser compatibility; if the website contains a WordPress component and any critical WordPress updates are released requiring implementation; or if any of the website’s programming/functionality is not working as outlined in the initial letter of engagement. This warranty is void if the changes are required as a result of client modifications of the design, code or programming on the website. Please note that IE6 & IE7 browser support is no longer included within development but support for this outdated browser is available at additional cost.
Commencement. The Contractor will immediately commence Services pursuant to this Contract. This contract shall be in force for the duration of the project outlined in the Relevant Letter of Engagement(s).
Disclosure. Both parties agree to protect each other from disclosure of any proprietary information in accordance with standard non-disclosure practices. The obligations of Article 6.1 shall survive the termination of this Contract.
Limitation of Damages and Disclaimer
Liability. The Client agrees and acknowledges that The Contractor shall have no liability to The Client for any consequential, incidental or business interruption losses suffered by The Client which may result from The Contractor’s default in the performance of its obligations under this contract. The Client further agrees and acknowledges that any liability of The Contractor to The Client shall not exceed the aggregate amount of professional charges paid to The Contractor by The Client pursuant to article 4.1.
Copyrights and Trademarks
Copyright. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Contractor for inclusion in any Client 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, indemnify and defend October 17 Media and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
Suspension of Professional Services
Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, governmental restrictions, governmental regulations, government controls, judicial orders, civil commotion, fire or other casualty, and other disasters or events beyond the reasonable control of either party, shall excuse the performance of that party of its obligations hereunder, for a period equal to any such prevention, delay or stoppage.
Notice. Either party may choose to terminate (or cancel) this contract at any time – giving 30 days notice in writing – outlining the reason for termination and providing each party the opportunity of a further 30 days to attempt any corrective measures. Upon termination or cancellation The Client agrees to pay The Contractor for all work to-date as per articles 4.1 and 4.2.
Prince Edward Island Law. This Contract shall be governed by and construed in accordance with the laws of the Province of Prince Edward Island without reference to the place of execution of this Contract or the residence of the parties. Any action to enforce any provision of this Contract or for damages shall be filed in the court system of this province.
- Entire Contract. This Contract, together with any exhibits and attachments, contains the entire contract between The Contractor and The Client relating to the responsibilities and duties assumed by the parties hereunder and the Services to be rendered by The Contractor.
- Relationship. This document in no way shall be construed as an employment contract between either party or their representatives.
- Promotion. The Client shall grant The Contractor permission to use agreed upon portions of the creative, images, and any press or media materials for promotional purposes.