Statement of Work & Contract

1.0 Services Rendered

DESIGN
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.)

You’ll have two or more weekly opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that that point and then cancel this contract.

TEXT CONTENT
Writing any text copy is not included in this contract. If you’d like us to refer a content writer to you we will be happy to do so.

PHOTOGRAPHS
You’ll need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photo shoot is not included in this contract.

HTML, CSS AND JAVASCRIPT
We deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviours.

WORDPRESS INTEGRATION
We’ll setup, install and configure WordPress on our or your hosting server as described in the scope of work section. WordPress is a third-party tool and therefore we can’t be responsible for any bugs associated with WordPress or it’s plugins. If any bugs are found during the development phase or 30 days after launch we’ll fix it (if possible) or update WordPress or the faulty plugin if it’s available, but after the 30 days we’ll charge at our hourly rate of $100 unless you are on one of above mentioned support packages.

BROWSER TESTING
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

DESKTOP BROWSER TESTING
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), and Mozilla Firefox. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. We do not test or support Internet Explorers 7 or later nor other aged browsers. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

MOBILE BROWSER TESTING
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:

iOS: Safari
Android 4.1: Google Chrome, Firefox
Android 3.2: Browser, Firefox
We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.

TECHNICAL SUPPORT
We do provide a Hosting & Support package. As a unlimited Hosting and Support packages member you will receive access to our support team that will assign in any updates, issues, hackings, and website restores. This does not include a website redesign or rebuild. If you choose not to be on our hosting and support package we will be happy to provide you support at $100 per hour.

CHANGES AND REVISIONS
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.

3.0 Charges for Services Performed

3.1 Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a $250 fee to resume work at the discretion of Baseline Webworks.

4.0 Terms of Payment

4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.

The total budget for this project: $1,500.00

Baseline Webworks will invoice Cathy Goulet for fifty per cent (50%) of the initial fees at point of this signed contract agreement which will act as the deposit. The remaining 50% will be billed the same day that the website is taken live or 60 days from the development url launched, which ever comes first.

Baseline Webworks will supply Cathy Goulet with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).

4.3 CLIENT AGREEMENT TO PAY

You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 15 day payment terms. In the event payment is not made within 15 days, Baseline Webworks will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Baseline Webworks pays for carrying overdue invoices from Cathy Goulet. In addition, Baseline Webworks reserves the right to stop work until payment is received.

4.4 COLLECTION COSTS

In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.

5.0 Cancellation of Plans

You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.

6.0 Responsibilities of Agency Co. and Acme Widgets

6.1 AGENCY CO.’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).

6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.

Then when your final payment has cleared, copyright will be automatically assigned as follows:

You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.

6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

7.0 Confidentiality

Baseline Webworks acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Baseline Webworks on behalf of Cathy Goulet or disclosed by Cathy Goulet to Baseline Webworks.

8.0 Term and Termination

8.1 Period of Agreement and Notice of Termination

This Agreement shall become effective as of DATE HERE and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.

8.2 TERMINATION FOR CAUSE

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

8.3 PAYMENT FOR NON-CANCELABLE MATERIALS?

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Cathy Goulet, that any such materials and services, are non cancelable.

8.4 MATERIALS UNPAID FOR

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

8.5 TRANSFER OF MATERIALS

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Cathy Goulet to Baseline Webworks, Baseline Webworks shall transfer, assign and make available to Cathy Goulet all property and materials in its possession or control belonging to Cathy Goulet. Cathy Goulet agrees to pay for all costs associated with the transfer of materials.

9.0 General Provisions

9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the Province/State of STATE/PROVINCE.

9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

9.4 SEVERABILITY
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.