Web Development Agreement – FVWD Enterprises

 

Web Development Agreement Terms & Conditions

The following are the terms and conditions for Web Design/Development Services. By clicking the digital ‘I accept’ button or by signing this document, you accept these terms and conditions including those outlined in all attached and supporting schedules.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

1157832 B.C. Ltd. dba FVWD Enterprises, a registered corporation in the province of British Columbia and having a place of business at 2632 Pauline Street, Suite 411, Abbotsford, British Columbia, V8R 5W3 (“FVWD Enterprises”)

WHEREAS:

1. FVWD Enterprises is in the business of providing Web Development services, SEO (Search Engine Optimization), Business Consulting and Social Media Marketing to a wide variety of businesses and organizations;
2. You wish to obtain the services provided by FVWD Enterprises; and
3. FVWD Enterprises agrees to provide the services on your behalf, on the terms and conditions contained in this Agreement.

NOW THEREFORE, you agree as follows:

DEFINITIONS

1.01 In this Agreement:

“Agreement” means this agreement entitled “Web Development Agreement Terms & Conditions”;

“FVWD Tools” means a suite of products provided by FVWD Enterprises which includes all applications and tools used to manage the Web Site and allows the Client to perform functions commensurate with the terms of the Agreement;

“Client Content” means all items and/or information provided to FVWD Enterprises or entered by the Client for uploading to or downloading from the Client’s Web Site;

“Client” means the party who are accepted these terms and conditions by clicking the “I accept” button during the sign-up process.

“Confidential Information” means any information and all technical and non-technical information regarding FVWD Enterprises or the Client, whether in oral, written, graphic or electronic form, and provided to the other party, including, but not limited to technical processes and formulas, application technology, trade secrets, know-how, software programs and all related manuals, technology assessments, database contents, documentation, and other non-public information owned by either FVWD Enterprises or the Client;

“Contaminant” means a computer virus, worm, lock, mole, time bomb or any other code or instruction which may modify, delete, damage, disable or disrupt the operation of any computer software or hardware;

“Effective Date” means the date of execution of this Agreement;

“Event of Default” means each of the events specified in paragraph 13.02 of this Agreement;

“Expiry Date” means the end date of the Term as set out in paragraph 3.01 of this Agreement;

“Fees” means the fees as set out in Schedule “A” to this Agreement which are payable by the Client to FVWD Enterprises for the Services FVWD Enterprises renders to the Client under this Agreement;

“Services” means the planning, information design, Web development, storage, project management, update services, and customization as described in Schedule “A” to this Agreement which FVWD Enterprises provides to the Client;

“Source Code” means the instructions written in a particular programming language for the FVWD Enterprises Tools and the Web Design and that can be compiled into an object code or machine language;

“Term” means the period set out in paragraph 3.01 of this Agreement;

“Web Design” means all visual element of the Web Site including graphics, logos and navigation that FVWD Enterprises creates for the Client;

“Web Page” means an electronic partition of a single page or section within a Web Site; and

“Web Site” means an electronic message designed for the purposes of electronic transfer via the Internet to promote products, services and information, to an audience with its various Web Pages and Web Design and on which the Client Content appears.

FVWD ENTERPRISES SERVICES

2.01 During the Term of this Agreement, FVWD Enterprises will provide the Services to the Client as described in all attached Schedules including but not limited to Schedule “A” to this Agreement on the terms and subject to the conditions contained in this Agreement.

TERM

3.01  The Term of this Agreement will commence as of the Effective Date and is for three years unless terminated pursuant to Section 13.

3.02  The Term of this Agreement will be automatically extended for another year unless the Client gives FVWD Enterprises written notice no less than 60 days prior to the Expiry Date.

PAYMENT

4.01  The Client will pay FVWD Enterprises the Fees which are described in Schedule “A” of this Agreement for the Services.

4.02  The Client will be responsible for and will pay all applicable taxes pursuant to this Agreement.

4.03  FVWD Enterprises will invoice the Client, via e-mail or WAVE Payment Processing, for the Fees set out in Schedule “A” of this Agreement.

4.04  The Client agrees and acknowledges that the Fees may be subject to change upon written notice to the Client delivered at least 60 days prior to the effective date of the fee change.

4.05  The Client agrees and acknowledges that 50% of original Web Design / Development invoice is due prior to work commencing; in addition to previous, full amount of any and all software costs that may be incurred / invoiced to client

4.06 The Client agrees and acknowledges that the remaining 50% of balance owing on Web Design / Development invoice is due on day of website launch; due upon receipt of invoice.

4.06  The Client will pay FVWD Enterprises interest of 3.5% per month, compounded monthly, on overdue funds owing on invoices after 30 days from when the Client receives the invoice.

4.07 ALL deposits and costs for software provided to FVWD Enterprises to commence work or secure the services of FVWD Enterprises are NON-REFUNDABLE

FVWD ENTERPRISES’S RESPONSIBILITIES

5.01 During the Term, FVWD Enterprises will:

1. (a)  provide to the Client all software, materials and other items necessary for implementing this Agreement and will own all right, title, and interest in and to such items with the exception of the Client Content;

(b)  provide other services commensurate with Schedule “A” of this Agreement.

5.02 FVWD Enterprises, long as there is no material change in functionality of the Client’s Web Site; may, in its sole discretion, change the software referred to in paragraph 4.05 if there is a platform / software / plugin conflict that is not repairable.

5.03  FVWD Enterprises assumes no responsibility for third parties who break encryption coding so that data being transmitted is visible to others.

5.04  In the event Contaminants are detected in the Client’s local client environment managed by FVWD Enterprises, FVWD Enterprises may be required to secure the systems by denying access to infected users.

5.05 FVWD Enterprises is not responsible for:

1. (a)  any third-party hardware or software malfunction of servers, routers, Internet connections and firewalls between the Client’s website and servers; and
2. (b)  the legality of any information disseminated and the Client remains solely responsible for information content, legality and accuracy.
3. (c) the use of any copyright material provided by the client that is illegally obtained and used without permission

5.06 In the event of a security update or website core emergency, FVWD Enterprises reserves the right to perform maintenance on a website without notifying the Client.

CLIENT’S RESPONSIBILITIES

6.01  The Client will assume complete responsibility for all the Client Content as it appears on the Client’s Web Site and is solely responsible for its choice of content.

(a) Client will provide ALL text content to FVWD Enterprises in “Microsoft Word™” format unless otherwise requested.

(b) ALL imagery will be placed in a Dropbox folder that will be created and shared by FVWD Enterprises. No imagery is to be sent to FVWD Enterprises by email.

(c) Any imagery content sent via email to FVWD Enterprises will be deemed as NOT RECEIVED

(d) Any text content sent within the body of an email to FVWD Enterprises will be deemed as NOT RECEIVED. All text content must be provided through Dropbox or as an Attachment in the form specified in 6.01 part (a)

(e) Content outlines, including word counts and page definitions will be provided to client by FVWD Enterprises as a guide to assist client in creating content

(f) Video file sharing will be done strictly on the direction of FVWD Enterprises; based on placement of content within website

6.02  The Client will use every responsible measure to ensure that the Client Content is free from viruses, worms, Trojan horse, and any other malicious code.

6.03  The Client agrees and acknowledges that FVWD Enterprises will not knowingly disseminate any information or permit the Client to place information with FVWD Enterprises that FVWD Enterprises, in its sole discretion, believes may be in violation of any provincial, federal, international, or municipal law, legislation or regulations.

6.04  The Client agrees and acknowledges that there is no guarantee of security on the Internet and no guarantee that the Web Site or the Client Content will be secure.

6.05  The Client will not:

(a) reverse engineer, disassemble, decompile, or otherwise attempt to derive the Source Code from the FVWD Enterprises Web Design or any component thereof; and

(b) grant access to the FVWD Enterprises tools to any third party except as necessary to provide services to the Client’s customers.

6.06  The Client will not without the prior written consent of FVWD Enterprises publish, release or disclose the existence of this Agreement or any of its terms or any information supplied to, obtained by or which comes to the Client as a result of this Agreement except insofar as such publication, release or disclosure is necessary to enable the Client to exercise its rights and obligations under this Agreement.

6.07 The client will not commit copyright infringement and guarantees that all content; including written, imagery, video, and legal notations; are original works created by the client and/or the client has written legal permission from the original owner to use said content. If the client commits ANY copyright infringement, the services provided by FVWD Enterprises will be terminated and the full amount of Schedule A will be due with no work being completed. No refunds will be issued, and authorities will be alerted to the copyright violation. FVWD Enterprises reserves the right to inform all parties that have had their content copied and been the victim of copyright infringement. FVWD Enterprises reserves the right to provide all authorities and victims of the infringement with all evidence and documentation they require including, but not limited to, all written content, imagery, video, or legal notations, provided to FVWD Enterprises by the Client.

INDEPENDENT CONTRACTOR STATUS

7.01 FVWD Enterprises will perform all Services under this Agreement as an independent contractor and not as an agent of the Client. Nothing in this Agreement will be construed to create any legal partnership, joint venture, agency or any other relationship between FVWD Enterprises and the Client. Neither FVWD Enterprises nor the Client will at any time have the power to bind the other party.

REPRESENTATIONS AND WARRANTIES

8.01 The Client represents and warrants to FVWD Enterprises that:

(a)  the Client has the power and capacity to enter into this Agreement and to observe, perform and comply with the terms of this Agreement;

(b)  all necessary proceedings have been taken and done to authorize the execution and delivery of this Agreement by the Client;

(c)  this Agreement has been legally and properly executed by the Client and is legally binding upon and enforceable against the Client in accordance with its terms;

(d) all information, statements, documents, and reports furnished or submitted by the Client to FVWD Enterprises in connection with this Agreement are true and correct;

(e)  the Client has no knowledge of any fact that materially adversely affects the Client’s properties, assets, condition (financial or otherwise), business or operations or its ability to fulfill its obligations under this Agreement;

(f)  the Client has no knowledge of any untrue or inaccurate representation or assurance, whether verbal or written, given by the Client to FVWD Enterprises in connection with this Agreement;

(g)  the Client is the owner, valid licensee, or authorized user of the Client Content and element thereof;

(h)  the use of the Client Content will not infringe the copyright, trade secret, trademark or other proprietary or intellectual property right of any third party, or constitute a defamation, invasion of privacy, or violation of any right of publicity or other third party right; and

(i)  the Client Content complies with all legislation, rules and regulations of all applicable jurisdictions including without limitation, potential liability for posting or transmitting data which is threatening, obscene, indecent, defamatory or in violation of export control laws.

8.02 FVWD Enterprises implied warranties of merchantability and fitness in connection with the performance of this Agreement.

makes no warranties, express, implied or statutory in this Agreement including, but not limited to

PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

9.01  The Client acknowledges that FVWD Enterprises has full proprietary right and title to the Web Design and the Source Code and FVWD Enterprises has exclusive ownership, including copyright, in the Web Design and the Source Code.

9.02  FVWD Enterprises grants to the Client a non-exclusive, non-assignable license to use and modify the Web Design within the Client’s organization as long as the Client’s Web Site is functional.

9.03  The Client agrees to display on the Client’s Web Site base footer the words “Designed by” or “Powered by” with the FVWD Enterprises name and hyperlink to the FVWD Enterprises website of service  as long as the Client’s Web Site is functional using the FVWD Design and Structured Code.

9.04  The Client acknowledges and agrees that upon termination of this Agreement, the Client will not receive any Source Code.

9.05  If the Client hires FVWD Enterprises to provide “Customized Services” as described in Schedule “A” to this Agreement, FVWD Enterprises will, upon termination of this Agreement:

(a)  provide to the Client the compiled version of the customized source code; and

(b)  grant a non-exclusive, non-assignable license to the Client to use the compiled version of the customized source code within the Client’s organization as long as the Client’s Web Site is functional.

9.06  The Client acknowledges and agrees that any rights not specifically granted by FVWD Enterprises to the Client in this Agreement remain with FVWD Enterprises.

LIMITATION OF LIABILITY

10.01 Neither party will be liable to the other for any incidental, consequential, exemplary, special, or punitive damages of any kind or nature or any damages resulting from loss of use, data, profits, goodwill, work stoppage, computer failure or malfunctions, or any and all other commercial damages or losses arising out of or in connection with this Agreement or the use or performance of the Services regardless of whether either party has been advised of the possibility of such damages. The exception to this limitation of liability is copyright infringement as outlined in section 6.07

INDEMNIFICATION

11.01 Notwithstanding anything to the contrary in this Agreement, the Client agrees to indemnify and hold FVWD Enterprises, its affiliates, directors, officers, employees, agents and licensors harmless from any and all claims, actions, losses, lawsuits, liabilities, expenses, costs, damages and fees (including attorney’s fees) arising from or relating to the following:

(a)  any claim inconsistent with the Client’s representations and warranties contained in this Agreement;

(b)  any claim based upon alleged errors, omissions, or misstatements in any of the Client Content;

(c)  any claim arising out of or relating to the Client’s Web Site, the Client Content, a commercial transaction conducted via the Client’s Web Site, or otherwise under this Agreement (including, but not limited to, any claim resulting from any content posted to the Client’s Web Site by the Client or the Client’s employees, agents or any other third party); and

(d)  any injury to person or property, arising out of or caused by a product, service, or information, whether or not defective, that is sold or distributed from the Client’s Web Site.

(e) client acknowledges that FVWD Enterprises or its affiliations are specialists and do not profess expertise in client’s area of business. Client is responsible for, and FVWD Enterprises and its affiliations have no liability for, the content, trademarks and other aspects of the website that are related to client’s business, industry, and competitors.

CONFIDENTIALITY/ EQUITABLE RELIEF

12.01  Each party will keep strictly confidential, and will cause and require its employees, agents and consultants to keep strictly confidential, any and all information which it or any of its employees or agents may acquire pursuant to, or in the course of performing its obligations under any provision of this Agreement; provided, however, that such obligation to maintain confidentiality will not apply to information which at the time of disclosure was in the public domain not as a result of acts by the receiving party.

12.02  Each party acknowledges that the unauthorized disclosure or use of Confidential Information of the other party would cause irreparable harm and significant injury to the non-disclosing party that may be difficult to compensate. Accordingly, each party hereto agrees that the non-disclosing party will have the right to seek and obtain temporary and permanent injunctive relief in addition to any other rights and remedies it may have. For purposes hereof, the obligation of confidentiality will not apply to information that is:

(a)  in the public domain at the time of disclosure;

(b)  has been lawfully obtained by the disclosing party from a third party under no obligation of confidentiality; or

(c)  required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, whereupon the non-disclosing party will provide prompt written notice to the disclosing party prior to such disclosure, so that the disclosing party may seek a protective order or other remedy.

(d) provided to victims or authorities if the client has committed unlawful acts through their website or content contained within that website; including but not limited to; intimidation, sale of illegal substances or goods, copyright infringement

12.03  Notwithstanding any other provision of this Agreement, each party hereto agrees to indemnify the other party for all costs and damages of any kind whatsoever, including, without limitation, lawyers’ fees and expenses, incurred by such other party as a result of any breach of confidentiality by the indemnifying party of its obligations under this Section 12.

DEFAULT AND TERMINATION

13.01 Either party can terminate this Agreement upon written notice of as least 60 days to the other party.

13.02 Any of the following events will constitute an Event of Default:

(a)  the Client fails to observe, perform or comply with any provision of this Agreement;

(b)  the Client assigns, sells or in any manner disposes of or encumbers all or any of the rights acquired under this Agreement; or

(c)  any representation or warranty made by the Client in accepting this Agreement is untrue or incorrect.

13.03  On the happening of an Event of Default, or at any time thereafter, FVWD Enterprises may do any one or more of the following:

(a)  pursue any remedy available to it at law or in equity;

(b)  waive the Event of Default;

(c)  deliver written notice to the Client specifying the Event of Default and requiring rectification within 30 days of the date of delivery of such notice, or within any other such reasonable period as specified by FVWD Enterprises in such notice; and

(d)  take any other measure at FVWD Enterprises’s sole discretion if the cause of the Event of Default requires immediate action from FVWD Enterprises.

13.04  Where an Event of Default is not remedied within 30 days of delivery of notice, or such other period as specified by FVWD Enterprises, under paragraph 13.03(c) above, FVWD Enterprises, in its sole discretion, may:

(a) terminate this Agreement by notice in writing to the Client;

(b) remove the Client’s Web Site from the World Wide Web and delete all source files;

(c) assess the Client de-installation fees of $450 per site.

13.05  Within 30 days after the date of termination of this Agreement:

(a)  the Client will pay any outstanding Fees that are due to FVWD Enterprises; and

(b)  each party will either return the other party’s Confidential Information in its possession (including all copies) or will, at the disclosing party’s direction, destroy the other party’s Confidential Information (including all copies) and certify its destruction to the disclosing party.

(c) FVWD Enterprises will not return confidential information in its possession if the client has violated international, federal, provincial or local laws which were in direct cause of the termination of this agreement. All confidential information will be provided to the authorities and victims.

13.06  FVWD Enterprises reserves the right to invoice the Client for the work required in paragraph 13.05 section (b) based on the size and quantity of the confidential files. FVWD Enterprises will notify the Client of the associated cost prior to commencing such work and the Client will pay such cost.

ASSIGNMENT

14.01 The Client will not without the prior written consent of FVWD Enterprises, assign or sublicense, either directly or indirectly, this Agreement or any right of the Client under this Agreement.

 

NOTICES

15.01  Any notice, document, waiver, statement, report or demand that either party may desire or be required to give or deliver to the other will be in writing and conclusively deemed validly given or delivered to and received by the addressee, if delivered personally on the date of delivery or, if mailed on the fifth business day after mailing in North America by prepaid post addressed,

1157832 B.C. Ltd., dba FVWD Enterprises
Suite 411, 2632 Pauline Street,
Abbotsford, British Columbia,V2S 1X2

Attention: Colin De Cristofaro, President – Owner

15.02  Either party may, from time to time, advise the other by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for purposes of the preceding section, be deemed to be the address of the party giving such notice.

15.03  In addition to paragraphs 15.01 and 15.02, any notice, approval, consent, waiver, statement or other document may be delivered by email from a party and will be conclusively deemed to have been given to and received by the intended recipient when so transmitted. Free email services such as but not limited to Hotmail, Gmail, Eudoramail, MSN are excluded from being acceptable email services.

NON-WAIVER

16.01  No provision of this Agreement and no breach by the Client of any such provision will be considered to have been waived unless such waiver is in writing signed by FVWD Enterprises.

16.02  The written waiver by FVWD Enterprises of any breach by the Client of any provision of this Agreement will not be deemed to be a waiver of such provision or of any subsequent breach by the Client of the same or any other provision of this Agreement.

GENERAL

17.01  Time is of the essence of this Agreement.

17.02  This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

17.03  The Schedule to this Agreement is an integral part of this Agreement as if set out at length in the body of this Agreement.

17.04  This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes and replaces any agreements or undertakings regarding the subject matter of this Agreement entered into, made or given by the parties prior to the date of this Agreement is deemed to come into force.

17.05  If any provision of this Agreement is found to be invalid, illegal or unenforceable it will be severable from this Agreement and the remaining provisions will not be affected thereby and will be valid, legal and enforceable.

17.06  All provisions of this Agreement in favour of FVWD Enterprises and all rights and remedies of FVWD Enterprises, either in law or equity, will survive the termination of this Agreement.

17.07  In this Agreement wherever the singular is used it will be construed as if the plural had been used where the context or the parties so require and vice versa.

17.08 Any alteration or amendment to the terms and conditions of this Agreement must be in writing and duly executed by both parties.

17.09 This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. Delivery of an executed signature page to this Agreement by scan/email will be effective to the same extent as if such party had delivered a manually executed counterpart.

17.10 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada. Each party agrees to submit to the exclusive jurisdiction of the courts of British Columbia, Canada, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

 

Client Company:

Contact Name:

Address:

Phone:

Email Address:

 

 

___________________________________________

Client Signature

 

 

 

Service Provider: FVWD Enterprises

Contact Name: Colin De Cristofaro

Address: Suite 411, 2632 Pauline Street, Abbotsford, British Columbia, Canada V2S 0C9

Phone: 778-839-8200

Email Address: colin@fraservalleywebdesign.ca

 

 

___________________________________________

Service Provider Signature

 

 

Date:

 

 

 

 

 

 

Attachments: Schedule A – Costing

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A

Web Development Services being provided: 

 

 

 

Cost:

Deposit Due:

Balance Owing When Site is Live:

 

Timeline: Web Build will take approximately       weeks once FVWD Enterprises receives ALL the content from client that is required for the website build.

 

Payable Invoice Will Be Sent Via WaveApps. Please be sure to change amount payable to the deposit amount shown above. Please check your SPAM box if you don’t see the invoice in your inbox. Thank you.