Applies to web development, e-commerce development plans.
This Website Development Terms of Service ("Agreement") is entered into by and between Twelverays ("Service Provider") and the Client ("Client"), collectively referred to as the "Parties." This Agreement sets forth the terms and conditions under which the Client engages the Service Provider for the purpose of designing, developing, and deploying a website ("Services").
Scope of Services
The specific scope of services to be provided under this Agreement will be as outlined in the Client Proposal, which is hereby incorporated by reference. The Proposal details the specific services, deliverables, timelines, and any other requirements agreed upon between Twelverays ("Service Provider") and the Client ("Client"). The Client acknowledges that the Proposal is an integral part of this Agreement and agrees to the terms and conditions set forth therein.
- Reference to Proposal: The Client is advised to refer to the Proposal for a detailed description of the services to be rendered, including but not limited to website design and development, digital marketing strategies, content creation, and any additional services agreed upon.
- Amendments to Scope: Any changes or amendments to the scope of services as detailed in the Proposal must be agreed upon in writing by both parties and may be subject to additional fees.
- Integration with Agreement: This Agreement and the accompanying Proposal constitute the entire agreement between the parties regarding the subject matter hereof. In the event of any inconsistency between the terms of this Agreement and the Proposal, the terms of the Proposal shall prevail.
Fees and Payment
The Client agrees to pay the Service Provider a fixed fee for the Services, as detailed in the attached proposal.
Hosting Fees, Tools, Plugins, Software, and SSL Certificates: The Client acknowledges that the price for the Services does not include any fees related to website hosting, tools, plugins, software, or SSL certificates.
The Client is required to purchase these directly from the respective providers. The Service Provider does not resell these services or products and will not be responsible for their procurement, renewal, or management, unless otherwise agreed upon in writing.
The payment schedule, including any deposits, milestones, final payments, and terms for late payments, will be as outlined in the Client Proposal, which is hereby incorporated by reference. The Proposal provides detailed information on the payment terms agreed upon between Twelverays ("Service Provider") and the Client ("Client"), including but not limited to the total project cost, payment milestones, due dates, and acceptable methods of payment.
- Reference to Proposal: Clients are advised to review the Proposal for comprehensive details regarding the payment schedule. This includes any upfront deposits required to commence work, payment milestones tied to specific deliverables or project phases, and the due date for the final payment upon project completion.
- Changes to Payment Terms: Any modifications to the payment schedule or terms as detailed in the Proposal must be mutually agreed upon in writing by both parties. Such changes may be necessitated by adjustments to the project scope or timeline.
- Late Payment Policy: The Proposal also outlines the consequences of late payments, including any interest charges or fees and potential impacts on the delivery of services.
- Integration with Agreement: This Agreement, along with the accompanying Proposal, constitutes the entire agreement between the parties with respect to the payment terms for the services rendered. In the event of any inconsistency between this Agreement and the Proposal, the terms outlined in the Proposal shall prevail.
Website Footer Attribution Clause
As part of our commitment to delivering high-quality web and e-commerce development services, Twelverays includes a standard attribution in the footer of websites developed under this plan. This clause outlines the terms related to the inclusion of the "Powered by Twelverays" attribution and the options available to Clients regarding this feature.
By default, all websites developed by Twelverays under the Web/E-commerce Development Plan will include a "Powered by Twelverays" attribution in the website's footer. This attribution will be designed to be unobtrusive and will include a hyperlink to the Twelverays website. The inclusion of this attribution serves several purposes:
- Promotes Quality Work: It signifies the quality and reliability of the website, backed by the expertise of Twelverays.
- Supports Our Brand: It helps support the Twelverays brand, allowing us to continue providing top-tier web development services.
- Enhances Credibility: For many clients, a professional affiliation with a reputable development agency enhances their website's credibility among users and stakeholders.
We understand that some Clients may have preferences regarding the inclusion of the "Powered by Twelverays" attribution on their website. Therefore, we offer the following options:
- Opt-Out: Clients who prefer not to include the "Powered by Twelverays" attribution in their website's footer are required to notify Twelverays of this decision. We respect our Clients' branding and design preferences and will honor requests to omit the attribution, provided such requests are made known to us.
- Notification Process: To opt-out of the standard attribution, Clients should inform their Twelverays project manager in writing at the outset of the development project or at any time during the development process before the final website launch.
The "Powered by Twelverays" attribution will be tastefully integrated into the website's design, ensuring it complements the overall aesthetic and user experience. Our team will handle the implementation of this feature, adhering to the best practices in web design and development.
Adjustments and Removal
Should the Client decide post-launch that they wish to remove or adjust the attribution, we request that they contact Twelverays directly to discuss their needs. We are committed to ensuring our Clients' satisfaction and will work collaboratively to address any concerns related to the attribution.
Portfolio and Case Study Rights
The Client grants Twelverays the non-exclusive, perpetual right to use any work product resulting from the services provided under this Agreement, including but not limited to website designs, graphics, and content, as part of Twelverays' portfolio and in other marketing materials. Furthermore, Twelverays may create and publish case studies based upon this work, which may include project details, objectives, and outcomes. Twelverays agrees to respect any reasonable privacy or confidentiality requests associated with the use of said work in its portfolio and marketing materials.
The Client is responsible for providing the Service Provider with all necessary information, materials, and access to tools required to complete the Services. This includes, but is not limited to, content for the website, images, logos, and access credentials as needed.
Intellectual Property Rights
Upon full payment of the agreed fees, ownership of the final website design and code will be transferred to the Client. However, this does not include any third-party tools, plugins, software, or SSL certificates used in the website, which are subject to their respective licenses and copyrights.
Access to Internal Tools and Data Retention
Upon termination of services, the Client will lose access to any internal tools provided by Twelverays. The Service Provider reserves the right to delete any Client data within these tools post-termination. Clients are encouraged to ensure all necessary data is backed up or transferred before the end of the service period.
This Agreement may be terminated by either Twelverays ("Service Provider") or the Client ("Client") under the following conditions:
- By the Client: The Client may terminate this Agreement at any time with written notice to the Service Provider. However, the Client acknowledges that, upon any such termination, no refunds will be provided for any payments already made to the Service Provider. This includes, but is not limited to, deposits, partial payments, or full payments for services rendered up to the point of termination.
- By the Service Provider: The Service Provider may terminate this Agreement at any time with written notice to the Client for reasons including, but not limited to, non-payment of fees as outlined in the Proposal, failure to cooperate or provide necessary information for the completion of services, or breach of any terms of this Agreement. In such cases, no refunds will be provided for any payments already made.
- Effect of Termination: Upon termination of this Agreement, the Client must cease all use of any work product or materials provided by the Service Provider, and the Service Provider will cease further work on the project. The termination of this Agreement does not affect the Client’s obligation to pay any outstanding fees owed to the Service Provider as outlined in the Proposal.
- Survival: Sections of this Agreement that, by their nature, should survive termination will remain in effect after termination, including, but not limited to, Intellectual Property Rights, Limitation of Liability, and Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for any legal proceedings related to this Agreement.
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.
No amendment, modification, or addition to this Agreement shall be effective unless it is in writing and signed by both Parties.
Twelverays shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or the inability to use the services provided. This no liability clause is subject to the fullest extent permitted by law and does not affect any liability that cannot be excluded or limited under applicable law.
By engaging the Services of the Service Provider, the Client agrees to the terms and conditions set forth in this Agreement.