KLT Design Service Agreement
Preface: We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what, and what happens if things go wrong.* In this service agreement you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into agreeing with something that you might later regret. We do want what’s best for the safety of both parties, now and in the future. Please note, however, that this agreement is subject to change.**
What do both parties agree to do? As our customer, you have the power and ability to enter into this contract/service agreement on behalf of you, your company, or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign off approval in a timely manner too. Dead lines work two ways and you will also be bound by any dates that we set together. You also agree to stick to any payment schedule set out in a stated agreement (through documents or email). We have the ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline, especially if you have been late in supplying materials or have not approved or signed off our work on time at any stage. On top of this we will also maintain the confidentiality of any information that you give us.
Details of the work regarding website design: Regarding website design, will create a design for the look and feel, layout and functionality of your web site. This includes the one main design and the code used to bring your design to life on the web. If the project includes XHTML or HTML markup and CSS templates, we will develop these using valid HTML5 markup and CSS3 for styling. We will test all our sites in current versions of major browsers including those made by Apple, Microsoft, and Google. We will also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 10 for Windows. We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5, 6, 7, 8, or 9 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified.
Changes and revisions: Estimated/quoted prices given are based on the number of hours that we estimated to create your website. However, we don’t want to limit either your options or your opportunities to change your mind. If you do change your mind after the website has gone “live”, decide to add extra pages or templates or even add new functionality, we would be glad to help. However, you will be charged at an hourly rate. Along the way we might ask you to put requests in writing (or through email) so we can keep track of changes or email chains will be used to show requested additions to your website.
Technical support regarding Hosting: We are not a website hosting company and so we do not offer direct technical support for web site hosting, email, or other services relating to website hosting. If you have our maintenance package and host your website on our professional servers, we will work with our hosting company to try to resolve issues that may arise with the hosting of your website. You may already have professional website hosting, you might even manage that hosting in-house; and that is fine if that’s the case. However, if you choose to go with a hosting company outside of our selection, you forfeit the use of our Content Management System, which works together with our hosting provider. Additionally, if the website you need transferred uses the WordPress CMS, a transferring fee of $150 will be required.
Search Engine Marketing/Pay Per Click advertising: Search Engine Marketing (“SEM”) and Pay-Per-Click (“PPC”) Management. If you are utilizing KLT Design’s SEM and/or PPC Services, we will attempt to position your designated website(s) among the Sponsor Results on Search Engine(s) and/or Search Engine Network(s) you selected within 10 business days of starting your monthly management fee contingent upon your designated website(s) passing the Quality Standards Review(s) imposed by the selected Search Engine(s) such as Google, Bing and/or Yahoo. Those reviews consider, but are not limited to: Relevancy; Popularity; Content; Pop Ups; Local Relevance. Search engine placement selections involve keyword searches, and such searches are subject to availability and KLT Design’s approval. Further, you understand that the availability of search terms and website placement are affected by market conditions and as a result may change from time to time. In the event the costs incurred by KLT Design to maintain your current position increases substantially, Changes in SEM/PPC Service fees shall appear during the billing cycle immediately following the cycle in which the fees change. You understand and agree that the Quality Standards Review(s) and alliances between independent search engines and the Yahoo! Search Network, Bing and Google search engines are not under KLT Design’s control. All Search Engine Marketing and Pay-Per-Click Management Services do not guarantee advertising position, ranking, placement, clicks, traffic, conversions or sales. KLT Design will maintain your ads to remain online until your monthly budget has been exhausted or is near exhaustion.
Legal: We can’t guarantee that the functions contained in any web page, web page templates, a completed web-site, SEM/PPC advertisement/account, or our hosting will always be error free and so we can’t be liable to you or any third party for damages, including lost profits, lost data, stolen data, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the web site, other web pages, or services even if you have advised us of the possibilities of such damages. This also includes websites affected by malware or hacking. 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. You agree that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Website or Hosting to display and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. You agree to indemnify and hold harmless KLT Design from any claim resulting from the publication of material or use of those materials. You agree to indemnify and hold harmless KLT Design in any claim resulting from the submission of illegal materials.
You hereby acknowledge and agree that the Services may be inaccessible for a period or periods of time for purposes of maintenance, installation, update implementation, replacements, back-up or modification. KLT Design hereby disclaims, and you hereby waive, any and all responsibility of KLT Design resulting from KLT Design’s inability or failure to provide services during such downtime
If KLT Design shall acquire an Internet Domain Name on behalf of the Client, then in such case Client hereby waives any and all claims which it may have against KLT Design, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any online or offline network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by KLT Design for any reason. Under no circumstances, including negligence, shall KLT Design, its offices, agents or anyone else involved in creating, producing or distributing it’s services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use CLIENT’S services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to KLT Design’s records, programs or services. CLIENT maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on KLT Design’s services. Notwithstanding the above, CLIENT exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this CONTRACT and any reasonable attorney’s fee and court costs.
Indemnification: CLIENT agrees that it shall defend, indemnify, save and hold KLT Design harmless from any and all demands, liabilities, losses, privacy issues, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against KLT Design, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless KLT Design against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with KLT Design’s service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold in the Web Design or marketing services. Laws Affecting Electronic Commerce: The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend KLT Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce.
Copyrights: You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you, created by you, or that you have permission to use them. When we receive your payment, copyright is automatically assigned as follows: You own the graphics and other visual elements that we create for you for this project. You also own text content, photographs and other data you provided, unless someone else owns them. We own the HTML, XHTML markup, CSS, PHP, and other code and we license it to you for use on only this project. Additionally, we love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, social media, in magazine articles, and in books about web design.
Payments: We are sure you understand how important it is as a small business that you are prompt in your payments. If there is a failure to pay by the date stated on the monthly invoice, the website will be taken down until payment is made. At that point, the website will be republished, however a $40 reactivation fee will be charged.
Maintenance: Our maintenance and support package includes up to 1 hour a month of basic support on client’s website. This includes minor changes to a website, such as changing text on a page or adding supplied images to an existing page. If the client desires significant changes to their website (adding pages, changing the design of the website, developing new contact forms, changing menu structure, designing new graphics, etc) we’d be glad to help! However, the client will be charged an hourly rate for the changes.
Ending Services: CLIENT can choose to end services from KLT Design with no penalty. At that point, the agreement is completed and all services end. At any time, KLT Design can also choose to end services with CLIENT with no penalty. However, KLT Design will give a 14 day notice that all services will be ending and the service agreement will be completed. In the event of any cancellation, KLT Design owns the rights to the website design, code, and the content described above.
*Any payment (including downpayment and/or final payment) indicates client agrees to the terms of this service agreement.
**KLT Service agreement may be changed or modified at any time.