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Website Development Agreement
The Client – the company; which enters into a contract with Elite Marketing Results Group.
Domain Name – the root address of a website, . All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – the company on whose system the Website physically resides.
Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – a collection of web pages and associated code which forms an integrated presence.
The Work – the subject matter of the contract between the Client and Elite Results Marketing Group
WPSD – WordPress Support Desk – The name of Elite Results Marketing Group’ monthly maintenance services. WordPress Support Desk is not an official name recognized by any state or official body.
2.1 Fee PayablePayment Deposit or paid in full is required before work SOW begins. Any deposits made are non refundable unless work has not been started. All Payments are submitted by pre authorized processing of “clients” credit card on agreed upon dates when signing up for the website development Scope of Work. The fee agreed does not include the cost of domain registration, hosting set up fee or hosting unless the product description describes otherwise, or otherwise agreed by both parties for custom website projects.
2.2 Maintenance FeesOngoing maintenance is not included in the project. Ever. We do have maintenance plans available. If you feel that you will need maintenance in the future, please contact us accordingly.
3.1 Third PartiesElite Results Marketing Group can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Elite Results Marketing Group will do all they can to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of ErrorsElite Results Marketing Group takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Elite Results Marketing Group will be corrected free of charge, but Elite Results Marketing Group reserves the right to charge a reasonable fee for correction of errors for which Elite Results Marketing Group is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Elite Results Marketing Group by the Client. Elite Results Marketing Group also reserves the right to not fix any such errors upon conclusion of the project.
3.3 Extent of WorkInstallation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client. SEO and other Search Engine functions will not be applied unless an SEO agreement has been discussed and agreed upon as well as paid accordingly.
3.4 Consequential LossUnder no circumstances will Elite Results Marketing Group be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software, web sites and/or all other technologies and products. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure. Alternatively we offer a backup service.
3.5 Status and Duration of OffersProposals and offers for custom website design and development services are valid for a period of one month from the date issued. Elite Results Marketing Group is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine ListingsElite Results Marketing Group does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Elite Results Marketing Group who determines whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Elite Results Marketing Group does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
3.7 BackupsThere is no guarantee that: web site backups will be successful every or any time, that we will retain a copy of any and/or all backups or that those backups will be usable for future use. Elite Results Marketing Group, Inc. is not liable nor responsible, in any fashion, for any damage or loss of any files, information or any server data during or resulting from these backups. Should any damage occur, Elite Results Marketing Group, Inc. will act in good faith and make a valiant effort to resolve the issue, however, there are no set guarantees.
3.8 Maintenance AgreementsElite Results Marketing Group offers maintenance agreements after the scope of work for the website development has been completed and the website has been launched live. Once website has gone live all future maintenance is the clients responsibility unless client has contracted Elite Results Marketing Group is contracted for a maintenance agreement.
3.9 SupportElite Results Marketing Group provides free technical support as it relates to a healthy website experience up to 30 days after payment has been made in full. Beyond that the client is on their own for any misfortune that may occur. Elite Results Marketing Group does offer support at a premium which is determined on a case by case basis.
3.10 Browser SupportNew website builds and support provided the current year is guaranteed on Microsoft ie version 11 & updated versions of Chrome, Firefox, Safari, and MS Edge.
4.1 Completion of WorkElite Results Marketing Group warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. The agreed completion date for the Work is approximately 20 to 45 days for standard CMS websites and 30 to 60 days for standard eCommerce websites. If the Work is a custom design and/ or development project, the delivery schedule will be agreed between the parties prior to the start of the project. Elite Results Marketing Group will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Elite Results Marketing Group will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from the Client.
4.2 Supply of MaterialsThe Client is to supply all materials and information required for Elite Results Marketing Group to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Elite Results Marketing Group has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. The items required before Work commences are outlined in the appendix, if applicable. If the development Exceeds 90 days due to Client’s failure to supply materials prevents progress on the Work from the project start date, then client is required to pay out the remaining balance out in full. There will also be a $25.00 Charge per month for additional hosting services until website is moved to clients own hosting or client contracts Elite Results Marketing Group for Hosting services. Elite Results Marketing Group Holds the right to shut down the clients development if Elite RMG is unable to reach the client 30 Days after the clients 90 days have been exceed. This may results in additional charges to restore the site on a new host or to have file provided to the client in a digital format.
4.3 Approval of WorkOn completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Elite Results Marketing Group, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Elite Results Marketing Group as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the remaining payment under Clause 2.1 Fee Payable will become due (if applicable such as in the case of custom design and/or development projects that exceeded the original scope of work). The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected WorkIf the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Elite Results Marketing Group to remedy any points reported by the Client as unsatisfactory, and Elite Results Marketing Group considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Elite Results Marketing Group can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 PaymentUpon completion of 7 day review period, Elite Results Marketing Group will invoice the Client for the remaining balancing payment in accordance with Clause 2.1 Fee Payable hereof (if applicable), which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued. This clause is usually only of relevance for custom design and/or development projects where the payment is split 50% deposit and 50% on completion, or on a 3 month split payment term.
4.6 Remedies for Overdue PaymentIf payment has not been received by the due date, Elite Results Marketing Group has the right to suspend ongoing work for Client and hosting services, if applicable, until such time that full payment of the outstanding balance has been received. If full payment has still not been received after the final reminder due date, Elite Results Marketing Group has the right to replace, modify or remove the Website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the web site from the Internet, Elite Results Marketing Group does not remove the Client’s obligation to pay any outstanding monies owing.
4.7 Footer CreditThe credit in the footer “Powered by Elite Results Marketing Group” is a main source of referral business. We understand from time to time the desire to remove the credit to Elite Results Marketing Group We have discovered a happy medium is to charge an additional $250.00 for the removal of the footer credit. We’d rather keep the footer credit in to be honest and besides we’re confident your happy with your new website. Why wouldn’t you want to share who did the amazing work for you.
4.8 Full PaymentWhen full payment is made it represents the client is 100% completely satisfied with the work provided by Elite Results Marketing Group.
5.1 Offers and ProposalsOffers and proposals made by Elite Results Marketing Group to potential clients should be treated as trade secrets and remain the property of Elite Results Marketing Group. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Elite Results Marketing Group. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property RightsThe Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Elite Results Marketing Group for inclusion on the Website. The conclusion of a contract between Elite Results Marketing Group and the Client shall be regarded as a guarantee by the Client to Elite Results Marketing Group that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or that of civil relevance. By agreeing to these terms and conditions, the Client removes the legal responsibility of Elite Results Marketing Group and indemnifies the same from any claims or legal actions however related to the content of the Client’s site. In clear terms, Elite Results Marketing Group takes no responsibility for any content on or around the Client’s web site and is in no way shape or form liable for any such content.
5.3 Domain NameAny Domain Name obtained will belong to the Client, if that registration has been paid for in full (either separately or as part of a website design project). The Client agrees to indemnify Elite Results Marketing Group, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.4 OwnershipOnce Elite Results Marketing Group has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be the owner of the Website and its contents. The custom code which provides the extended functionality of the website, ie non-standard WordPress or Profiler code, will remain the copyright of Elite Results Marketing Group and the Client will be granted a license to use it. The intention of this clause is to allow Elite Results Marketing Group to re-use the code without limitation, and to prevent the Client from selling code at a commercial level as their own intellectual property.
5.5 Ownership of work produced at no chargeElite Results Marketing Group retains ownership of all original artwork, in any media, including digital files, whether preliminary or final when produced at no charge. The Client is granted a license to use all original artwork, in any media, including digital files and developed websites.
5.6 Trade SecretsAny code that is not freely accessible to third parties and not in the public domain, and to which Elite Results Marketing Group or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Elite Results Marketing Group. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Elite Results Marketing Group or their suppliers owns the copyright. Elite Results Marketing Group acknowledges the intellectual property rights of the Client. Information passed in written form to Elite Results Marketing Group, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6.1 Right to TerminateElite Results Marketing Group reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable. If the Client breaks any rules set fourth in this document, Elite Results Marketing Group reserves the right to break this contract and no payments shall be refunded. If the client fails to respond to Elite Results Marketing Group and/or any of it’s workers/contractors/employees within 10 days of the initial contact attempt, that client shall be considered idle and their project shall no longer be a priority until further notice. Elite Results Marketing Group also reserves the right to terminate any and all work obligations and contracts agreed to by that client if they fail to respond within 20 days. Any money paid will not be refundable after termination and Elite Results Marketing Group reserves the right to collect the remaining funds on that project whether the project has been completed or not.
6.2 Events Beyond the Control of Elite Results Marketing GroupElite Results Marketing Group will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Elite Results Marketing Group.
6.3 Supply and Pricing of ServicesElite Results Marketing Group reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7.1 JurisdictionThis Agreement shall be governed by the laws of Canada and shall claim venue and jurisdiction for any legal action or claim arising from the contract between Elite Results Marketing Group and the Client. The said contract is void where prohibited by law. Anyone in agreement with this contract and who has engaged in work with Elite Results Marketing Group will be governed by the jurisdiction of the province of British Columbia and any and all procedures will take place in said Province.
7.2 Survival of ContractWhere one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
By signing this agreement the "Client" agrees to the stated terms.
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Signed by James Findlay
Signed On: July 3, 2019
If you have questions about the contents of this document, you can email the document owner.
Document Name: Website Development Agreement
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