Hillsborough Web Development Service Agreement

Last Edited on July 12, 2024

This website design and development service agreement (the “Agreement”) outlines the terms and conditions by which Hillsborough Web Dev LLC (the “Designer” or “Party”) manages its products, services, accessibility to its services, and information systems with all external parties (the “Client”) and collectively “Parties”. Upon the first successful payment by the Client, this Service Agreement goes into effect until either Party wishes to terminate the relationship.

When a Client wishes to hire the Designer to create and manage a website or other service, this creates a Project. Projects can include the creation of a website, graphical design, copywriting, search rank optimization, server hosting or maintenance, domain name purchasing and management, marketing and advertising, or other services agreed upon by the Client and Designer. There are three primary Project Packages the designer offers:

Basic – 3 Static Pages, 1 Contact Form, and all Included Services
Premium – 5 Static Pages, Unlimited Contact Forms, and all Included Services, as well as owner or manager website login and blog or newsletter support
Pro – Unlimited Pages, Contact Forms, and all Included Services, as well as support for an online e-commerce store and digital payment processing

Included Services. Services provided with all Project Packages include, Unlimited Revisions, Domain Name Management, Social Media Integration, Custom Graphics, and 24/7 Support.

Project Prices. Prices are listed publicly by the Designer and may be subject to price increases or discount sales. Projects normally have an up-front fee associated with creation and setup, as well as a monthly management and upkeep fee that includes unlimited revisions and consultations. Clients pay monthly for the hosting of that month, which is due by the last day of that month. If payment is not received by the last day, the Designer may restrict services or support until the billable account is paid in full.

Project Schedules and Timelines. Timelines and schedules may vary depending on available resources or the complexity of the project or revisions. The Client will begin by providing basic information regarding their name, contact and business information, existing websites, and preferred project package, and work to schedule a consultation with the Designer to outline the scope of the Project. The designer may ask more detailed questions regarding design preferences, color palette, current hosting and technology information, access credentials, copywriting text and images available, user goals for website visitors, preferred payment methods, or other information.

Once the information has been collected, the Designer will provide a preliminary design date, and request that the Client review the website design for approval. Once revisions are completed, the website is considered Live, and the Client is responsible for transferring all existing domain name credentials to the Designer if managed hosting is requested as a service. The Designer may request that the Client pay in advance for larger projects or else to prioritize and expedite projects.

Payment Terms and Invoicing. Payments accepted are Debit, Credit, and ACH. Checks are not accepted. The bill is created on the first of the month, and the Client has until the end of the month to pay. No late fees are charged, but the Designer may restrict or end services until the bills are paid.

Termination. Either Party may terminate the Agreement by providing the other Party prior notice, written or unwritten, at any time. Termination will occur on the last day of the month in which the Client has paid the monthly management fee.

The Client can terminate the Agreement by giving written notice: (a) if the Designer commits any material breach of this Agreement and fails to correct the breach within ten (10) days of notice of the breach; or (b) if there is any repeated failure by the Designer to execute the Project in an acceptable standard and to the reasonable satisfaction of the Client.

The Designer can terminate the Agreement by giving written notice: (a) if the Client fails to make the payments required and set forth in Sections 2 and 3 within five (5) business days of notice of failure to make a payment; or (b) if the Client commits any other material, non-financial breach and fails to correct the breach within ten (10) business days of notice of the breach.

The Designer will act in good faith to ensure that the Project remains available and accessible for use by the Client by providing necessary login information, and profile credentials, or transferring ownership and access to third parties or account profiles created for the continued management of the Project. The Designer will continue to be available to the Client for sixty (60) days after the termination of this Agreement to provide the Client with reasonable technical support and to correct any possible errors or deficiencies. Modifications to the website or tasks after those 60 days will be billed at the contractor rate of $200 per hour or $300 per hour for urgent requests and emergencies.

If a domain address is managed and renewed annually by the Designer, ownership will be transferred upon request to any valid Gmail email address but may take between 14 to 30 days as a security measure by the hosting provider. If a domain is not renewed it will be available on the open market for anyone to purchase 30 days after the expiration. The Designer is not obligated to renew the domain if a Client is in breach of their contract. The primary administrator login information for the website will be included with the core website files upon the termination of a managed Project. A backup copy will be created and stored by the Designer for at least 180 days once the Agreement is terminated.

Non-Compete Clause. The Client agrees not to hire or engage another developer to perform the same or similar services as those outlined in this Agreement while the Designer is actively working on the Project, unless the Client terminates this Agreement first. If the Client hires another developer without terminating this Agreement, the Client’s deposit will be nonrefundable.

Client Responsibilities. The Client agrees to:

  1. Provide all necessary content, images, and information required for the website.
  2. Give timely feedback and approvals to keep the project on schedule.
  3. Provide access to existing website and hosting accounts if applicable.
  4. Ensure all content provided is legally owned or licensed.
  5. Cooperate with the Designer for any necessary consultations or meetings.

The timeline for the client to deliver materials is 14 days.

Intellectual Property. The Designer owns the right to all custom code or website page designs created for the project. The Client owns the right to their original content, and any articles and website content created for their website.

Maintenance and Support. The Designer will provide ongoing maintenance and support, which includes regular updates, security patches, and troubleshooting if the Client wishes to use the Designer for monthly managed hosting. Services considered out of scope for maintenance and support will be billed at the standard hourly rate.

Data Security and Privacy. The Designer creates weekly backups of the website for protection. Clients also agree to have the Terms of Service and Privacy Policy listed on their website in the footer. The Designer will handle, store, and protect client data with the utmost care and per the privacy policy.

Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, civil disturbances, or governmental actions.

Warranty and Disclaimers. The Designer warrants that the services provided will meet the specifications agreed upon by the Parties. However, the Designer makes no warranties regarding the performance or success of the website. The Designer disclaims all implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The Designer’s liability for any claim arising from this Agreement is limited to the amount paid by the Client.

Indemnification. Both Parties agree to indemnify each other for all liability, including but not limited to claims, damages, and expenses arising from the performance of this Agreement.

Acceptance Criteria. The Client will review the completed work within 7 days of delivery. Acceptance of the work will be confirmed in writing or via email. If no feedback or request for revisions is provided within the 7-day period, the work will be considered accepted.

Backup and Data Recovery. The Designer will perform weekly backups of the website. In case of data loss, the Designer will restore the latest backup available. The Designer’s responsibility in case of data loss is limited to restoring the backup.

Termination Fees. There are no fees associated with early termination by the Client or Designer.

Non-Solicitation. The Client agrees not to solicit the Designer’s employees or subcontractors for a period of one year after the termination of this Agreement.

Amendments. The agreement may be amended at any time. Any significant changes will be communicated to the Client.

Copyright Notice. A Copyright notice that states “TM and Copyright © (Year) Hillsborough Web Dev LLC. Read our Privacy Policy and Service Agreement. All Rights Reserved.” will be displayed at the bottom of each page of the website. The Client retains all rights to the images, text, and content located on the website provided for the creation of the Project.

Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information to the Designer in order for the Designer to complete the Website in its final form. The Designer will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Designer also will not use any of this proprietary information for the Designer’s personal benefit at any time, even after the Agreement is fulfilled.

This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for due cause.

Ownership Rights. The Client continues to own any and all proprietary information it shares with the Designer during the term of this Agreement for the purposes of the Project. The Designer has no rights to this proprietary information and may not use it except to complete the Project. Upon completion of the Agreement, the Client will own the final website design, and the licenses used to maintain the design of the website, unless those licenses require authentication through a third-party license verification system managed by the Designer or require recurring payments in order to function. Upon termination of this Agreement, the Client will be responsible for renewing any and all software licenses for maintenance of the Project. The cost of licenses is included in the monthly management fee offered by the Designer.

While the Designer will customize the Client’s Website to the Client’s specifications, the Client recognizes that websites generally have a common structure and basis. The Designer continues to own any and all template designs it may have created prior to this Agreement. The Designer will further own any template designs it may create as a result of this Agreement.

Assignment. The Parties may not assign their rights and/or obligations under this Agreement unless both Parties agree to the assignment in writing, or unless either party is acquired through a sale of the organization.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS, OR COSTS OF DELAY.

Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by Maryland law.

Dispute Resolution and Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.

Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its reasonable legal fees, including, but not limited to, its attorneys’ fees.

Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.

Complete Contract. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

Notices. All notices under this Agreement must be sent by email with a read receipt requested or certified or registered mail with return receipt requested. Notices shall be sent as follows: HillsboroughWebDev@gmail.com.