Website Development Contract (Professional)-Split Payment


Introduction

Brandr Media is a digital marketing agency with years of experience in digital marketing and brand management. We create and implement social media; email and content marketing strategies that help you build digital brands and increased customer traffic.

We, Brandr Media (“The Agency”) agree to assist the client (whose name and signature are indicated below) in meeting their goals to the best of our abilities and using the skills and tactics agreed upon within the Scope of Work section of this document.

Scope of Work

Brandr Media has been contacted by the client to implement a newly branded website and associated graphics to the client. The scope of work involved shall include the following package as selected by the client.

 
WEBSITE DEVELOPMENT PACKAGE [PROFESSIONAL]

 10 page website

Website UI/UX Design

We’re business owners and marketers first. Which is why we design every page with your business and your users in mind.

Wireframe Development

We design and build out the perfect blueprint for your website. This makes it easier to modify, edit, and adjust until you are completely satisfied with the design.

Mobile Responsive Design

Now more than ever, people are using smartphones to browse online. That is exactly why we ensure that every page of your website is mobile responsive. Creating seamless navigation and imagery no matter what device you view it on.

Site & Page Speed Optimization

We will test and ensure optimal site and page speeds so that your website stays blazing fast.

Graphic Design & Icon Development

Our graphic design team will create content and unique icons to fit in with your new web design.

Persuasive Direct Response Copywriting (Website Copywriting)

The copy on your website should be an extension of your business, but it should also sell your services. Our team will write persuasive copy for your website that is specifically designed to get a response out of your users.

Email Integration 

We help you stay in touch with your patients through email integration. So you can build a better relationship with content your patients will love.

Social Links & Social Integration

We help keep your business connected with your audience with social links and social integration so you can stay top of mind.

Plugin Integration (5-7 plugins of your choice)

Our team integrates and sets up 5-7 plugins of your choice to help optimize your website.

Tracking & Analytics Integration

Our team integrates and sets up 3-5 plugins of your choice to help optimize your website.

On-Page SEO

With on-page SEO, you’ll show up higher on search result pages and allow users to find your website effortlessly.

Live Chat/Support Integration

Keep in touch with your users with live chat and support integration to answer real-time questions and add a personal touch to your website.

Required Access & Assets

After the completed signature of this contract and successful payment, an email shall be sent requested specific access to the client’s assets. These assets may or may not include (and are not limited to) the assets from the following list. 

  • Domain and Hosting access 
  • Email Autoresponder Access 
  • Google Adwords Access 
  • WordPress Admin Access 
  • Google Drive/Dropbox Access 
  • Slack/communication Access
  • Google Analytics Access 
  • Facebook Access 

Client understands that delays or limitations of the access may affect final production time of the items as indicated by the scope of work. 

Any additional assets needed shall be requested in writing by the Agency.

Payment Terms

(a) Payment shall be requested before starting work and can be made via credit card after this contract has been signed. 

(b) Split Payment options shall be billed automatically every 30 days sequentially after the initial payment until the full balance is paid. Split payments are subject to a 10% surcharge on the total costs.

(c) Late payments shall be subject to an additional 10% late fee of the total balance every 5 days until payment is made.

(d) After 30 days of late payment or non-payment, Agency reserves the right to dispose of the assets as required.

(e) Payments for ad spend, required software and any additional resources needed shall be paid for by the client.

(f) In the case of Advertising Spend (if applicable) (1) Client agrees to make Advertising Spend payments to Brandr Media (check addressed to SA Ventures) for adequate management. Brandr Media guarantees to use money allocated to advertising spend solely for the purposes of promoting advertising on the agreed-upon advertising channels. (2) Agency reserves the right to accelerate or reserve ad spend based on campaign performance. If there is a remaining balance on advertising spend, the payment shall be applied to the budget of the following month or refunded to the client upon written request.

(g) Agency reserves the right to withhold deliverable and transferrable assets and services until final payments are made in full, especially in instances in which partial or split payments are made. 

Relationship of Parties

(a) The relationship of the parties under this agreement is that of an independent contractor and the company hiring the contractor. In all matters relating to this agreement, each party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one party shall not be considered employees or agents of the other party. Except as otherwise provided herein, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this agreement is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein.

Terms Of Service

(a) This Agreement takes effect on the date of payment and continues in force for a period of three (3) months unless early termination occurs.

(b) Any early termination of services may result in early termination fees, which shall be defined within the termination section below.

(c) Any pending or outstanding payments and service charges that have not yet been billed shall be the payment responsibility of the client. Pending payments and service charges may include but are not limited to software fees, unpaid work, and services, advertising and marketing spend, etc.

(d) Due to the nature of software and licenses, software licenses, domains, website hosting and files provided and owned by the Agency, cannot be transferred to the client. Client understands that digital licenses and files pertaining to web development made by the Agency shall remain under the license and ownership of the Agency.

(e) Any request for additional labor and services not specified in this agreement will be subject to an overage fee and these services will be billed to the Client at an hourly rate of $160 per hour.

Payments

(a) Client agrees to make payments by the proposed payment deadline as requested by the Agency. The Client understands that delays in payments due may result in the effectiveness of the services requested, or complete deactivation of services until adequate payments are made.

(b) Payments for ad spend, required software and any additional resources needed shall be paid for by the client.

(c) In the case of Advertising Spend (if applicable) (1) Client agrees to make Advertising Spend payments to Brandr Media for adequate management. Brandr Media guarantees to use money allocated to advertising spend solely for the purposes of promoting advertising on the agreed-upon advertising channels. (2) Agency reserves the right to accelerate or reserve ad spend based on campaign performance. If there is a remaining balance on advertising spend, the payment shall be applied to the budget of the following month or refunded to the client upon written request.

(d) Any failed Credit Card payments may be subject to a 10% surcharge on the failed payment amount

(e) Payment is due upon the acceptance of this proposal

Termination

(a) If either party breaches any provision of this agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other party specifying such breach in reasonable detail, the non-breaching party shall have the right to terminate this agreement by giving written notice thereof to the party in breach, which termination shall go into effect immediately on receipt.

(b) Termination for Convenience. Either party may terminate this Agreement with or without cause by giving the other party one (1) calendar month’s notice of termination. Termination of this agreement must be requested by in writing, either digital or physical.

(c) Either party has the right to terminate this agreement where the other party becomes insolvent, fails to pay its bills when due, makes an assignment for the benefit of creditors, goes out of business, or ceases production.

(d) Early Termination will be subject to a termination fee up to $2500, this fee will be determined on a sliding scale based off of the percentage of work completed and the scope of work detailed.

(e) Any and all labor completed (partial or full) shall be subject to payment based on the percentage of entire project completion. (e.g. if 90% of work is already completed, the client is responsible for 90% of agreed payment total)   If payment for services rendered is not provided by the client at termination of the contract, the agency withholds the right to keep all assets until such a time that payment is made.

(f) Upon termination of this contract, the Agency shall transfer, assign and make available to the client or their representative, any assets originally belonging to the client and provided to the agency, subject, however, to any rights of third parties of which the agency has informed the client. Agency reserves the right to hold any assets developed by the agency during the duration of the contract. Any released assets owned and developed by the Agency during the duration of this contract shall be mutually agreed upon in writing. Availability of released assets will be subject to the following (1) All assets will be readily available to the Client for up to 72 hours following termination. After 72 hours all assets will be removed from Agency hosting and stored for up to 7 days on an external drive, at which time all assets will be permanently deleted. (2) If the Client has not acquired all assets within 72 hours, it is the client’s responsibility to request assets within the following 7 days. (3) Agency is not responsible or liable for Clients failure to receive assets within the 72-hour window or the additional 7 day period. (4) Agency is not responsible for providing a backup of assets for the Client past the time frame mentioned above.

(g) Agency agrees to give all reasonable cooperation toward transferring, with approval of third parties in interest, all contracts and other arrangements with advertising media or others for advertising space, facilities and talent, and other materials yet to be used, and all rights and claims thereto and therein, upon being duly released from the obligation thereof. Client recognizes that talent contracts with members of certain labor unions or guilds generally cannot be assigned except to signatories to the collective bargaining agreements governing the services rendered by such talent.

(h) Upon termination, no rights or liabilities shall arise out of this relationship, regardless of any plans which may have been made for future advertising, except that any non-cancelable contracts made on the Client’s authorization and still existing at termination hereof, which contracts were not or could not be assigned by Agency to the client or someone designated by the Client, shall be carried to completion by the agency and paid for by the Client.

(i) Client agrees to give the Agency a written notice no later than (30 business days) prior to the termination of all marketing services.

Ownership Of Property

(a) At non-early termination of this agreement, client agrees that any advertising, merchandising, packaging and similar plans and ideas prepared by the Agency and submitted to client (whether submitted separately or in conjunction with or as part of other material) shall become property of the client unless it was either mutually agreed in writing that any such plan or idea became your property, or specific payment of the cost of its development was agreed upon and made by client.

(b) Upon early termination of this agreement, Agency reserves the right to hold assets developed as the property of the Agency unless mutually agreed upon in writing that assets and rights to distribution of those assets shall be transferred to the client.

(b) Client agrees to allow agency all usage rights of the provided marketing materials for any agency case study & advertising purposes unless otherwise notified. Client agrees to allow the usage of any names, logos, and relevant data necessary for the purposes for advertising the agency services.

Non Disclosure Agreement

(a) Agency shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to: customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.

Limit of Liability

(a) In no event shall either party be liable to the other or any third party in contract, tort or otherwise for incidental or consequential damages of any kind, including, without limitation, punitive or economic damages or lost profits, regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the possibility.

(b) Client agrees that if they provide their own assets (website, emails, video, images, copy, etc) that they may be negatively or positively impacting the effectiveness of any marketing and advertising campaigns as provided by the agency. By selecting to use their own assets, the client acknowledges that they are partially liable for the results (positive or negative) of any advertising campaigns that utilize the provided assets.

(c) Due to the nature of digital media, the Agency does not guarantee the increase of revenue as a result of the services the Agency has provided the Client.  By signing this agreement, the Client understands that the Agency’s purpose is to provide the Client their knowledge and expertise, but is in no way liable for the results of the Agency’s efforts (either positive or negative).

(d) Client agrees that the agency and any of its relevant parties accepts no liability under any circumstances for any delays or damages, financial or personal. Client understands that products and services provided by the agency are intended to help them grow their business, however, the client’s personal circumstances, economic changes, competition, as well as various other factors may affect the client’s revenue performance.

(e) Client acknowledges that you are hiring Brandr media agency for their marketing knowledge and expertise. As such, by signing this proposal understand that the suggestions made to me are done in my best interest, and if you so choose to decline these suggestions, this could directly impact the result of the marketing services provided.

Expertise Agreements

Client acknowledges that you are hiring Brandr Media agency for their marketing knowledge and expertise. As such, by signing this proposal understand that the suggestions made to me are done in my best interest, and if you so choose to decline these suggestions, this could directly impact the result of the marketing services provided.

Arbitration and Legal

(a) If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.

(b) This agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.

(c) The sole remedy for the resolution of disputes between the parties to this agreement shall be arbitration before one arbitrator, in accordance with the Commercial Arbitration Rules of the local state of the Agency.

Survival

(a) All provisions that logically ought to survive termination of this agreement shall survive.

Waiver

(a) Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.

Revisions and Amendments

(a) Any amendments required shall be written and agreed upon by both the Agency and the Client a minimum of 30 days notice prior to activation.

Summary

At Brandr Media, we take pride in providing clients the best experience that is both positive and profitable. Once the contract is signed, you will receive an email within 48 hours on the following steps while we setup your account.

You’ll be immediately given the following:

  • Google Drive Asset Folder (to upload any content you have existing) – Photos, videos, etc
  • We’ll coordinate to establish a kickoff call to further discuss the project. 

All new clients are on-boarded on Mondays, and we will begin work on your project starting on the earliest Monday following successful payment of your package. 

If you have any questions, please don’t hesitate to contact us. We look forward to working with you!

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Document name: Website Development Contract (Professional)-Split Payment
Unique Document ID: 14c5f1356d45401847ab97c6ee2b2c47ac97e30f
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November 13, 2019 12:28 am PDTWebsite Development Contract (Professional)-Split Payment Uploaded by Anthony Vu - anthony@scientificadstudio.com IP 47.37.159.11