RE Express Builders Website Agreement

1. Background
1. The Client requests the Contractor to perform services for it and is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide these services.
2. The Contractor is willing and able to provide such services to the Client on the terms and conditions set out in this Agreement.
3. The term of this Agreement (the “Term”) will begin on the date this Agreement is countersigned and will remain in full force and effect until terminated as provided by this Agreement.
2. Definition of Relationship
1. The Contractor is an independent contractor of the Client, not an employee or agent. This Agreement does not create a partnership or joint venture between Parties.
2. The Contractor is not entitled to, or required to make contributions to, worker’s compensation, retirement, insurance, or any other employee benefits provided by the Client.
3. The Contractor is responsible for paying, and complying with reporting requirements for, all taxes on payments made to the Contractor under this Agreement.
4. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
5. Except otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making related to providing the Services in accordance with this Agreement.
6. The Contractor is responsible for providing all necessary equipment and software required to perform their duties.
7. The Contractor is not authorized to purchase any assets, including but not limited to fonts, photography, or stock graphics without prior written consent from the Client. Any assets purchased with consent will be included in the final invoice.
3. Confidentiality
1. Confidential information (the “Confidential Information”) refers to any information relating to the Client which would be considered to be private or proprietary to the Client, not generally known, and where the release of such information could be expected to cause harm to the Client.
2. The Contractor agrees not to publish, disclose, or otherwise reveal any Confidential Information which the Contractor has obtained during this agreement, except at authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will continue indefinitely upon termination of this Agreement.
4. Intellectual Property & Usage
1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations, or applications for registration, and rights in any patent, copyright, trademark, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
3. The Contractor may share or display the Intellectual Property for promotional purposes, publicly or privately.
5. Description of Services
1. The Client hereby agrees to engage the Contractor to provide the Client with the following web design services (the “Services”):
1. Website Design: Brand-aligned, fully responsive website that works on all modern devices and browsers. Includes a unique homepage, unlimited templated interior pages, and contact form functionality.
2. WCAG AA Compliance: Appropriate color contrast, keyboard navigation and interaction capabilities, and other accessibility design considerations.
3. Webflow CMS Integration: Webflow provides bundled hosting and CMS services. Its simple and intuitive visual editor will allow us to quickly build out and iterate on your site’s custom design, while providing a superior feature set and user experience for your editors. The resulting site is easier to update, more accessible, loads faster and performs better, and is more secure than legacy CMSs like Wordpress.
4. Google Analytics Integration:
5. Regular Status Updates: The Contractor will meet with the Client on a regular schedule, up to once a week, to communicate progress and gather feedback.
6. Ongoing Support: The Contractor will provide ongoing support and maintenance at no additional fee, including handling monthly Webflow payments, responding to outages or degradation of Webflow services, and training the Client’s editors to use Webflow.
2. The Contractor hereby agrees to provide such Services to the Client
6. Compensation & Payment Schedule
1. The Contractor will charge the Client $3,588 for the Services provided, split up over 12 monthly invoices of $299 each. This includes all designs, revisions, development, documentation, training, support and ongoing hosting fees.
2. After 12 months, the Client receives full rights to the site design and can…
1. Resubscribe for another term locked in at the same rate and receive comprehensive updates and upgrades to the site including but not limited to a full redesign or refresh, added pages and expanded content, and additional functionality.
2. Downgrade to a maintenance plan for $49/mo on a monthly basis. This includes all hosting and service fees, site maintenance, and ongoing email, phone, or video call support for site editors. The Client would also have priority access to hourly services at a discounted rate of $60/hr for minor design revisions, upgrades, etc. Any additional services need to be agreed to in writing prior to work occurring.
3. Terminate the subscription, transfer the site to a Client-owned Webflow account, and assume responsibility for updates, maintenance, and recurring 3rd party service charges. The Contractor will provide support during the transfer process at no additional cost.
7. Timeline
1. Upon receiving payment for the initial invoice, the Contractor will start performing Services and keep the Client up to date on all progress as outlined in Description of Services above.
2. The Contractor will launch the final approved site within 1 month of work starting.
3. The Client acknowledges that any potential delays in communication and decisions from the Client will impact the overall timeline, and will not hold the Contractor accountable for delays or missed deadlines in this case.
4. If, during the course of the Agreement, the deadline requirements of the Client change, both parties must agree to this change in writing for it to supercede the timeline defined here.
8. General
1. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.
2. To the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party from and against all damages, liabilities, losses, costs, and expenses that occur in connection with this Agreement. This indemnification will survive the termination of this Agreement.
3. In the event that any provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will continue to be valid and enforceable.
4. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same other provisions.
5. Any amendment or modification of this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
6. All updates, approvals, decisions, notices, requests, and demands required or permitted by the Terms of this Agreement will be given in writing and electronically delivered to the email addresses provided by the Parties in this Agreement.
9. Termination
1. Either party can terminate the Agreement at any time if the other party violates the terms of the Agreement. However, both Parties commit to making a reasonable effort to amicably resolve any disputes before terminating the Agreement.
2. If the Contractor terminates the Agreement without cause or violates the terms of the Agreement resulting in termination, they must transfer ownership of all assets and deliverables produced up until that point and cannot invoice the Client for any additional charges.
3. If the Client terminates the Agreement without cause or violates the terms of the Agreement resulting in termination within the 12 month agreement, the Contractor retains ownership of all work produced. If the client wishes to use any designs, code, assets, or other materials created by the Contractor during the project, they must pay the full amount due prior to receiving those materials.
10. Integration
1. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement.
2. By their execution below, the Parties agree to all of the terms and conditions of this Agreement effective as of the last date of signature below, and each signatory represents that it consents to signing this document electronically and has the full authority to enter into this Agreement and to bind their respective Party to this Agreement.