The following Terms and Conditions are in place to protect both the Client and Josh Kirby T/A Soulful Web. Rest assured that Soulful Web will provide the best possible service to the Client at all times, and all steps will be taken to ensure that the Client is satisfied with the final product.
Client – This refers to the above named Client which the proposal has been created for.
Project – This refers to the work or deliverables as agreed to by both parties.
Minor Revisions – This includes minor changes to copywriting and font changes, basic colour changes, image changes, small background and foreground alterations, pre-made graphics, and any other small alterations that take no more than 2 hours to complete.
Major Revisions – This includes major changes to design elements, overall colour schemes, navigational structure, new pages, backend changes, alterations to coding, and any other alterations that require more than 2 hours work.
The Client is engaging Soulful Web as an independent contractor for the specific purpose of designing a website to be published on the Internet via the Client’s own hosting account. The Client hereby authorizes Soulful Web to access this account and authorizes the hosting service provider to provide Soulful Web with “full access” to the Client’s account. The Client also authorizes Soulful Web to access any other programs needed for this Project. The Client also authorizes Soulful Web to submit the completed Project to major “free” Search Engines.
Payments must be made promptly based on the terms of the Project. Soulful Web reserves the right to remove the website from viewing on the internet until final payment is made in full. Unless otherwise specifically stated or agreed, all Projects require a 50% non-refundable deposit before work is to commence, with the remaining 50% due prior to the launch of the website, or hand over of any completed work, files, design materials or deliverables. Any other invoices or payments due are to be made within 7 days of the invoice date. In case collection proves necessary, the Client agrees to pay all fees (including all late fees, attorney’s fees and court costs) incurred by that process.
All hourly rates stated are subject to change at any time.
Revisions And Alterations
Communication between the Client and Soulful Web is crucial during this phase to ensure that the ultimate publication will match the Clients needs. Once the base design has been approved, it will become the design template going forward, and all work is created off that. You the Client are entitled to two (2) Major Revisions to the base design. Once the base design has been approved and is ready for development, the design shall be considered final and will be used for the entire theme of the website. Any request from the Client to alter the base design after development work has commenced may affect the development work already carried out. Therefore, the Client understands that in addition to the fixed price, they may be charged for the additional development work already completed. The Client also understands that they will be charged for any additional time taken to create new base designs. Soulful Web will create the initial website design, layout, and functionality as close to the initial specifications outlined in this proposal as possible. It is in our interest to complete the initial designs first time round, so rest assured that all design work will be completed as close to specifications as possible.
Request For Information
All requests for information and approval of work should be submitted to Soulful Web in a timely manner, to allow the Project to continue on track with the development schedule. Soulful Web shall not be held responsible for any delays in completion of the Project if information or content is not submitted to Soulful Web in a timely manner.
The Client agrees to provide all information and content for the Project, including but not limited to, copywriting, text, images, video, product descriptions, graphics, brand guides, logos, and any other resources or information required for the Project, before the Project is to move on to the design stage. The design stage will not commence until all information and content have been provided.
In the event that the Client does not respond to ongoing requests for information for the Project, or does not provide the requested information, or does not respond to emails or phone calls, or in any way goes quiet for a period of 30 days, Soulful Web reserves the right to postpone the Project until such a time as the Client re-engages with Soulful Web. At that point, any outstanding fees for the Project will become payable in full before the Project is to resume.
In the event that the Client does not respond to ongoing requests for information for the Project, or does not provide the requested information, or does not respond to emails or phone calls, or in any way goes quiet for a period of 60 days or more, Soulful Web reserves the right to cancel the Project.
Both the Client and Soulful Web have the right to cancel or postpone a Project at any point. Notice of cancellation or postponement by either party must be made by written confirmation. In the event that a project is cancelled or postponed, the Client agrees that Soulful Web shall have the right to charge for any partially completed or completed work already carried out at the time of cancellation or postponement. This will be billed to the Client within 10 days of notification of cancellation or postponement, and payment will be due as per the payment terms outlined here.
Once payment has been received by Soulful Web for the partially completed work and completed work, Soulful Web will provide the Client with any and all files pertaining to the partially completed work or completed work.
The Client agrees that any deposit made by the Client at the time of cancellation or postponement is non-refundable and that any partially completed work or completed work at the time of cancellation, not covered by the deposit, will become payable in full by the Client.
The Client agrees that it shall defend, indemnify, save and hold Soulful Web harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the development of the Client’s website. This includes Liabilities asserted against Soulful Web, its subcontractors, agents, 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 the Client, its agents, employees or contractors.
The Client also agrees to defend, indemnify and hold harmless Soulful Web against Liabilities arising out of any injury to person or property, caused by any products or services sold or otherwise distributed over the Client’s Web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
The Client also agrees to defend, indemnify and hold harmless Soulful Web against Liabilities arising out of any loss of information or damage to information systems arising from viruses, website security breaches, or any other malicious software or malware, that causes loss of information or damage to the website and/or any information systems, including but not limited to networks and servers. Rest assured that all reasonable steps will be taken to ensure the security of the website, including protection of content and personal information.
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork submitted to Soulful Web for inclusion in the website 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 Soulful Web and any 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.
The Client agrees that Soulful Web will retain all copyrights to the work or Project, until such a time as the payment has been received in full, at which time, the copyright for the work or Project will pass to the Client. However, any third-party images, graphics, plugins, themes, sourcecode, or source files that are used to create the Clients website, will remain the property of their respective owners. In the event that the Client wishes to replicate a Project provided by Soulful Web, the Client agrees to seek permission from these respective owners should they wish to re-use the third-party images, graphics, plugins, themes, sourcecode, or source files.
Soulful Web retains the right to display a graphic in the footer of the Clients website linking to Soulful Web which cannot be removed. Soulful Web also retains the right to link to the Clients website via the Soulful Web portfolio to show as an example of the work provided by Soulful Web.
All Projects will contain a copyright/legal statement in the footer.
This agreement includes the creation of a website viewable in the latest versions of major browsers, including Apple, Microsoft, Mozilla and Opera. Soulful Web will test all markup and CSS in current versions of all major browsers, including those made by Apple, Microsoft, Mozilla and Opera.
If the scope of the project includes features for mobile search, then Soulful Web will also test the current browser versions for mobile devices, ensuring that the website is visible and functional. We will not test old or abandoned browsers, for example, Microsoft Internet Explorer 6, 5 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. We do not test against these old browsers, as they are now mostly unsupported and obsolete.
The landscape of web browsers and devices changes regularly and although Soulful Web will create, test, and ensure functionality in all current versions of major browsers, the Client must be aware that because browsers and Internet technology changes regularly, we cannot guarantee that the website will appear or function properly at all times in the future.
After the final Minor Revisions have been completed and approved, the Project is then considered complete on the date the website is launched. It is recommended that all source files relevant to the creation of the Project be backed up by the Client, as these source files may not be stored by Soulful Web after the final completion of the Project.
Note that any outstanding fees are payable by the Client before the launch of the website or completed Project.
Third-Party Or Client Page/Website Modification
Although training is provided to the Client on how to manage content, and perform basic maintenance and updates, the Client should be aware that if the Client, or any third party other than Soulful Web attempts to update the website or make changes to sourcecode or source files and this damages the design or impairs the ability for the website to display or function properly, repair of the website will be assessed by Soulful Web and any repair work will be charged at an hourly rate of $90+GST (one hour minimum).
Soulful Web does not warrant that the operation of the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the website is with the Client. In no event will Soulful Web be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website, even if Soulful Web has been advised of the possibility of such damages.
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.
Privacy And Confidentiality
Both the Client and Soulful Web agree that any business information discussed, accessed, or used during the Project will remain private and confidential, and neither party will divulge any of the information to outside parties.
Acceptance Of Terms
Both parties warrant that they have read, understood, and agree to the terms set forth in this agreement at the time of commencement of any work or Projects, or at the time that an Estimate or Proposal has been accepted or signed by the Client. This agreement is effective from the beginning of the project.