CONTRACT FOR PROFESSIONAL SERVICES
This Contract for Professional Services (the “Agreement”) is made effective on this date (“Effective Date”) between Dorys Sosa Prentice, dba, DSP DesignWorks, hereinafter called Contractor with its principal place of business at 3688 Wilson Avenue, San Diego, CA 92104, and with , with its principal business at , , , hereinafter called Client.
In consideration of the promises exchanged, benefits conferred, and obligations undertaken, Contractor and Client agree as follows:
- Term and Termination of Agreement. This agreement shall commence on the latest date of execution by the Parties (the “Commencement Date”) and continue until project is completed. This agreement may be terminated at-will by either party, without cause upon written notice to the other. Such termination will be immediate upon the date such notice is presented. Client agrees to pay any portion due for work completed by Contractor.
- Scope of Work. Contractor agrees to develop a new website as outlined the proposal dated . Content and images to be taken from existing site and/or provided by Web Designer/Client. If additional images are required, Contractor and/or client may source the images. Prices for additional images are to be determined at time of purchase and added to invoice.
- Contractor Services. Contractor shall provide services as indicated in Paragraph 2. Contractor warrants that the best technical practices, skills, procedures, care and judgment shall be employed and the work shall be performed in the most expeditious and economical manner consistent with Client’s best interest.
- Client Responsibilities. Client agrees to review the work provided by Contractor, provide feedback and sign-off approval in a timely manner. Client shall pay all invoices for services per the terms set forth in this agreement and within any addenda.
- Errors and Omissions. Client is responsible to check proofs carefully for accuracy in all respects, including spelling and grammar. Contractor is not liable for errors or omissions unless there is proper notification to Contractor of such errors and or changes.
- Fees. In consideration of the Services to be performed by Contractor, Client shall pay fees in the amount of with 50% due upon contract signing. 50% balance to be paid before upload of site to live site OR 60 days of date of signing, which ever comes first. Fees for professional services do not include outside purchases such as, but not limited to, printing, photography/stock photographs, templates, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Any additional expenses will be itemized on each invoice. Contractor will provide an estimate and fee schedule for approval before commencement of each new project.
- Invoices / Late Payment. Payments must be received within (7) business days of invoice date unless otherwise stipulated in writing. Unpaid invoices beyond this time will be assessed a late fee equal to the lesser of 1.5 percent or the maximum amount allowed by law, for each 30-day period (or part thereof) that the invoice remains unpaid. Contested invoices will be assessed the late fee until settlement. Contractor reserves the right to refuse completion or delivery of work until past due balances are paid.
- Estimates and project timelines. All cost estimates are based on experience, an assumption of adequacy of needed resources, internal controls and the degree of assistance from Client and/or Client’s staff. Contractor will make every effort to stay within estimates, however, Client understands that estimates are subject to change based on the actual development, planning, and requirements of the service provided. If a situation arises where additional time is required or the proposed budget is exceeded, Contractor will present Client with a new estimate prior to commencement of additional work.
- Testing and Acceptance. Contractor will exercise commercially reasonable efforts to test projects requiring testing and to make all necessary corrections prior to providing proofs to Client. Client shall notify Contractor within fourteen (14) business days of receipt of each proof, in writing, of any failure of such project to comply with the specifications set forth for each project, or of any other objections, corrections, changes or amendments Client wishes made to such project. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the project shall be deemed accepted and final invoice will be submitted to Client.
- Permissions and Releases. Client agrees to exercise due diligence in its direction regarding preparation of materials and must be able to substantiate all claims and representations. Client is responsible for all trademark, service mark, copyright and patent infringement clearances. Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials that are prepared. Client agrees to indemnify and hold Contractor harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the project at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.Rights to photos, graphics, source code, work-up files, and third party scripts, software and/or templates are not transferred to the Client and remain the property of their respective owners.
- Warranty. Website development projects receive a “30-day site satisfaction” maintenance guarantee, which allows Client thirty (30) days to request small changes and corrections to the final project without any charge. The 30-day site satisfaction period begins when the project has been paid in full and the project is “live” on the Internet. Modifications eligible during this period slight modifications to text and links and cannot include any changes to site design layout, navigation, images, custom graphics, animations or logos unless otherwise agreed upon. Regular site maintenance charges of $50/hr apply that do not qualify as changes described above.
- Security and Backup. Site security and backup is exclusively the responsibility of the Client. Contractor encourages the Client to backup their website regularly. Client may contract with Contractor to perform site back up at an extra fee. For websites using WordPress or Drupal, regular updates to the site are needed to keep up with security updates. Purchasing a maintenance contract is highly recommended.
- Liability. For web design projects, due to the nature of the Internet and computer hardware and software, Contractor does not warrant that the functions contained in the project will be uninterrupted or error-free. In no event will Contractor be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service Provider, hacking, spamming, phishing, pharming of client’s site or any other circumstances beyond Contractor’s reasonable control. Further, Contractor is not liable for any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, Client or Client’s site visitor’s computer or Internet software, even if Contractor has been advised of the possibility of such damages.
Contractor is not liable for the functionality of third party themes, plug-ins, scripts or any other software added to Client’s website that is not specifically written/coded by Contractor. Contractor will work with third party developers to achieve resolution of any defective functionality, however, Client understands that it may be necessary to replace said software at additional time and possible cost.
Contractor is not responsible for any damage created by Client or Client’s agents through modifications, edits or updates after completion of project(s). Any repairs required will be assessed at an hourly rate of $50/hour with a 2-hour minimum charge paid in advance.
- Independent Contractor Status. Contractor is an independent contractor, not an employee of Client or any company affiliated with Client. Contractor shall provide services under the general direction of Client, but Contractor shall determine, in Contractor’s sole discretion, the manner and means by which the services are accomplished.
- Non-Competition. Client acknowledges that Contractor does NOT imply by this Agreement or any other means that it provides services exclusively to Client. Client understands that Contractor operates a business that may provide similar services to other companies. Contractor shall not be obligated to disclose its other client relationships to Client.
- Confidentiality. Contractor agrees to protect and hold all information gained from Client in the course of performance under this Agreement in the highest confidence. Contractor agrees to treat Client’s confidential information in the same manner as Contractor treats its own confidential information.
- Indemnification. Client agrees that it shall defend, indemnify, and hold Contractor harmless from any and all demands, liabilities, losses, costs and claims, including attorney fees asserted against Contractor and its affiliates that may arise or result from any service provided or performed or agreed to be performed by Client, or any product sold by Client, Client’s agents, employees or assignees.
- Choice of Laws. This Agreement shall be construed under and in accordance with the laws of the State of California, and all obligations of the parties created hereunder are deemed performable in San Diego County, California. The laws of the State of California shall govern the interpretation, validity, performance and enforcement of this Agreement.
- Mediation/Arbitration. All disputes arising out of this agreement (that exceeds $5,000 or its equivalent) shall be submitted to mediation by a neutral party in accordance with the laws of the State of California. If mediation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration in accordance with the laws of the State of California (or by submitting the arbitration to the American Arbitration Association). The arbitrator’s award shall be final, and judgment may be entered upon by any court having jurisdiction thereof. The successful party shall be awarded the costs of arbitration.
- Sole Agreement. This agreement constitutes the sole agreement between Contractor and Client. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Contractor. All prices specified in this contract will be honored for 12 months after both parties sign this contract. Continued services after that time will require a new agreement.
EXECUTED AND MADE EFFECTIVE the day and year first above mentioned.
Dorys Prentice, Principal