We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so both you and us know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. We want what’s best for both parties, now and in the future.

 

What do both parties agree to?

You have the authority to enter into this contract on behalf of yourself, your company or your organization. You'll provide the assets and information that we recommend you need to complete the project. You'll do this to the best of your ability before we begin the design process. We also suggest you provide things in the formats we ask for (.png, .jpg etc.) so we know they will work.  You will follow our guidance and instruction, trusting our professional process and our commitment to your satisfaction and success.

 

We will design and build a website according the specifications we discussed and contained in this agreement, using Wix.com. We have the experience and ability to do everything we have discussed, and we'll do it in a professional and timely manner. We have a strict timeline and professional process we developed and adhere to. It is important you follow our guidelines and suggestions so we can achieve our goal in the time allotted. We endeavor to meet the estimated deadline.

We will also maintain the confidentiality of everything you give us.

 

So in short, you {{client.name}} are hiring us Magnolia Ad Co ("We" or "Us")  to design and develop a website for the estimated total price {{job.invoice | total}} outlined in the quote that’s attached, and these terms explain how the project will proceed.

 

1. QUOTE

1. The quote that is attached is part of these terms, and is valid for thirty (30) days from its issue date.

2. The figures in the quote are minimum estimates for the project - the final amount payable will be indicated on our invoices issued in the course of this project and any changes to the project scope will be mutually agreed upon before any additional fees are incurred. If there is no change to the project scope, the final amount payable will reflect the estimate.

 

PROJECT SCHEDULE

1. We’ll do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, and when we need it. You’ll need to review our work and provide feedback and approval in a timely manner too, but we recognise that creativity does not follow a schedule, so the timeline can be flexible if mutually agreed upon.

2. PAYMENT, PAYMENT SCHEDULE, FEES, AND INVOICES

A.) 50% of the total estimate is due before we begin the project, and is non refundable. The remaining balance is to be paid in full before the transfer of ownership of the site.

B.) You are responsible for any bank charges, credit card fees, administrative fees and other costs payable in connection with remitting any payments to us.

C.) If, at any stage, you change your mind about what you want and are not happy with the direction your work is taking, you'll pay us in full for the time we've spent working with you until that point, and terminate this contract in writing. The time spent working on your project is calculated at $149/ hour if the project is cancelled before completion. If the deposit covers this figure, no additional fee is needed.

D.) In the event that the project takes longer than anticipated, payment is due in full at the 45 day mark. This is to cover our costs, our time, and ensure a steady business revenue based on our project commitments. Exceptions include acts of God (see section 20), major illness, or death; and are subject to a consensus between all parties.  

 

3. AMENDMENTS TO OUR WORK

We provide three (3) rounds of amendments to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 7 below.

 

4. CANCELLATION

You can cancel this contract at any time, by informing us in writing at least one (1) month in advance.  

Likewise, we can cancel this contract any time, by informing you in writing at least one (1) month in advance.

 

Cancellation does not affect any benefit or right that you or us become entitled to beforehand. So regardless of cancellation, you will pay us for any outstanding invoices and for work already done but not yet invoiced.

 

5. FINAL DELIVERY

For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you’ve paid all our outstanding invoices. The files will be delivered in Adobe Illustrator, PNG, JPG, and EPS formats.

 

For website development projects, the website will be transferred  to your Wix account where you will assume ownership. If you have purchased a Premium Plan, that too will transfer with your site to your account.

 

6. WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT OF THE FINAL PROJECT INVOICE

If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:

 

       Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark.

       

       In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works to promote ourselves, unless otherwise discussed.

 

       You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights - we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.

 

For all other deliverables created by us:

 

       Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free licence to use the deliverables for the uses stated in the quotation, without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes).

 

       If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licences from third party vendors - contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without our prior authorisation.

 

       We remain the owners of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.

 

7. CHANGES TO THE PROJECT SCOPE

We recognise that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.

 

We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on.

 

8. EXPENSES PAID ON YOUR BEHALF

You will reimburse us for costs that we incur in order to complete your project. These costs will be discussed between both parties, and agreed upon beforehand. We will include these charges in our invoices to you so you know exactly what was involved.

 

9. THIRD-PARTY VENDORS

We may purchase or license from third party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third party vendors.

 

10. RUSH FEES

The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1) week of your request.

 

Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested .

 

11. DELAYS TO THE PROJECT SCHEDULE

We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.

 

To encourage everyone involved to do this, a delay fee of five percent (5%) of the attached quotation amount will kick in for every seven (7) consecutive days that you go unresponsive (ie; not providing information, instructions, materials or anything else necessary for the project to proceed).

 

The maximum amount that either you or us can claim under this clause is a sum that is equal to the quotation amount.

Payment in Full is due at the 45 day mark whether the project is complete or not to ensure our costs are covered (see section 3. D). We will adhere to our contractual agreement to finish the project; timing and any additional fees will be reviewed after the 45 day mark.

 

12. AN EXPLANATION OF OUR WORK

A. Design

We create look-and-feel designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs that are best suited to your needs based on your recommendations. They are service and revenue centric for your brand, and user friendly for the site visitor.

B. Text Content

Unless agreed separately, we're not responsible for writing content for your website. We provide professional copywriting and editing services, so if you'd like us to create new content we can provide a separate estimate for that.

C. Graphics and Photographs

Please supply graphic files in an editable, vector digital format (.png, .ai, .eps). Please supply photographs in a high resolution digital format (.jpg or .png). If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.

D. 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.

Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.

E. Technical support

We offer separate annual tech support packages starting at $500 that covers direct support for problems relating to your website. We're not a website hosting company so we cannot guarantee direct support for website hosting, email or other services relating to hosting, however we will do our best and fix what is within our power by taking over tech support with third parties, like Wix or Gmail. We are happy to provide more information if this is a service you are interested in.

 

13. MATERIALS PROVIDED BY YOU

Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free liscence to use them for the project and to retain copies in our business records.

 

We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.

 

14. NON-PAYMENT

We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.

 

So in the unlikely event that any of our invoices is not paid on time, we reserve the right to charge a late fee, as stated on the invoice, or, if no terms are stated, amounting to five per cent (5%) of the amount owing for every seven (7) days (or part thereof) that it remains unpaid.

 

We also reserve the right to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so.

 

15. OUR RIGHTS BEFORE PAYMENT OF THE FINAL PROJECT INVOICE

All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them.

 

16. ERRORS AND OMISSIONS

We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.

 

17. CONFIDENTIAL INFORMATION

“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.

 

In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organisation or entity (unless absolutely necessary).

 

However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.

 

18. LIMITS ON LIABILITY

While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.

 

We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.

 

We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.

 

We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.

 

Specifically, we will not be responsible or liable to you for damages or loss caused by:

   - your use of the designs and deliverables in ways that are not covered by the licences we grant to you;

   - anything done by us on your instructions, or using material you provided to us;

   - any breach of these terms and conditions by you;

   - any legal, governmental, contractual or other approvals that were required but which you did not obtain,

and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.

 

19. ACTS OF GOD

Neither you nor us shall be liable for failure to perform our part of the contract, if the failure is due to an act of god; ie events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).

 

20. NO TRANSFER OF THIS CONTRACT

You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.

 

We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.

 

21. HOSTING

We will setup your hosting on the Wix platform. You are responsible for paying for the annual Premium plan necessary to run your website. We can help you set it up so your credit card is on file with Wix so your website is never interrupted. Upon completion of the design, we will connect your purchased domain name. You have the option of keeping the site in our account, or transferring ownership of the site to your own site and allowing us admin access as a contributor for future design edits.

 

22. OTHER LEGAL STUFF

We'll carry out our work in accordance with good industry practice and at the standard expected from a professional, suitably qualified for the project with relevant experience.

 

That said, 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.

 

Your liability to us will also be limited to the amount of fees payable under this contract and you won't be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we've advised you of them.

 

We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

 

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.