Last Updated: January 21, 2017
1.) SERVICES RENDERED
Services rendered will include those selected under the "Your Investment" section of this proposal.
2.) MUTUAL COOPERATION
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.) ADDITIONAL WORK
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.)
Over the course of our work on your project we'll update you weekly so that you can review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that's not a problem and we'll happily provide you an estimate for any additional changes you'd like made.
Functionality or feature requests above and beyond those listed under the Services Rendered portion of this agreement will be considered out-of-scope and billed at our current rate of $120/hour. Projects that go dormant for longer than 30 days will incur a reactivation fee of $250 in order to be resumed.
We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions. Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of The State of California.
3.2) CROSS BROWSER TESTING
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
Desktop Computers: We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, albeit possibly different, experience. We’ll implement a single column design for Internet Explorer 7 and below for Windows and we won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
Mobile Devices: Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using.
We test our work in: iOS: Safari, Google Chrome and Opera Mini Android 4.1: Google Chrome, Firefox and Opera Mini Android 3.2: Browser, Firefox and Opera Mini. We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.
4.) TERMS OF PAYMENT & BILLING
We’re sure you understand how important it is as a small business that you promptly pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
First Light Web Design will invoice The Laughing Elephant for the total amount indicated upon approval and signing of this contract. The amount invoiced will serve as the non-refundable retainer for your project.
4.2 RUSH ORDERS
Rush orders that require work outside normal business hours of 9:00am-5:00pm/Mon-Fri will be billed at $150/hr to the next ¼ hour.
4.3) CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will serve as a non-refundable retainer for your project. Every invoice after that will have 15 day payment terms. In the event that payment is not made within 15 days, First Light Web Design will charge a late payment fee of 2.5% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs First Light Web Design incurs for carrying overdue invoices from The Laughing Elephant. In addition, First Light Web Design will cease all current and future work until payment is received.
4.4) COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.) CANCELLATION OF PLANS
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.) RESPONSIBILITIES OF FIRST LIGHT WEB DESIGN AND CLIENT
6.1) FIRST LIGHT WEB DESIGN'S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials,copyrighted materials, photographs, artwork or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all existing elements of your website including text, images, or other artwork are either owned by your good selves, or that you have permission to use them.
6.3) CLIENT'S RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
First Light Web Design acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by First Light Web Design on behalf of The Laughing Elephant or disclosed by The Laughing Elephant to First Light Web Design.
8.) TERM AND TERMINATION
8.1) PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of Jan 21, 2017 and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
8.2) TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of The Laughing Elephant, if The Laughing Elephant materially breaches its obligations to make payment pursuant to this Agreement.
8.3) PAYMENT FOR NON-CANCELABLE MATERIALS
We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of The Laughing Elephant, that any such materials and services are non cancelable.
8.4) MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5) TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by The Laughing Elephant to First Light Web Design, First Light Web Design shall transfer, assign and make available to The Laughing Elephant all property and materials in its possession or control belonging to The Laughing Elephant. The Laughing Elephant agrees to pay for all costs associated with the transfer of materials.
9.) GENERAL PROVISIONS
9.1) GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.
9.2) REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3) ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable.