The BREIS Agency (hereafter referred to as "The Company" agrees to develop a website and/or web application (hitherto referred to as the “Website”) at the request of the Client (referring to any entity - individual, organizational, governmental, or corporate - that secures the services of The Company via approving a Proposal as submitted by the Company, and/or as specified within communiqués between the Client and the Company [verbally and/or via written or email formats]). The Company may either be the sole designer/developer of the Website, or reserve the right to retain a subcontractor for part of or all of the design/development.
Each of the following terms has the meaning assigned to it:
The Company will translate and adapt the Client’s Material into code format to substantially conform to the Website’s Final Mockup.
Within five (5) business days of the Client’s approval of the completed Website, or payment of the Balance as specified in the Proposal (whichever occurs later), the Company will deliver the completed Website live on the internet, and provide the Client with any applicable access credentials to the Website.
If the Company does not substantially complete development of the Website on or before the Completion Time Period specified in the Proposal, the Company shall provide a discount of 0.25% on the remaining Balance for each business day after the Completion Time Period that the Company takes in completing development of the Website.
The Company will submit invoices (via email) to the Client for the payment of all costs and fees specified in the Proposal as and when due. The Client must pay all invoices within five (5) business days of receipt, through the payment methods and to the payment account indicated on the Invoice.
The Company agrees and understands that its creation and authorship of the Website Material constitutes a work made for hire.
With the exception of the Client’s Material and Excluded Material, the Company represents and warrants that the Company is the sole author/creator of all of the Website Material; that the Company has authority to grant, assign, and license the Website Material to the Client; and that the Website Material is not subject to any liens or other security interests.
The Company is allowed to reuse Website Materials on projects not covered by these Terms & Conditions. This clause expressly excludes any of the Client’s Material.
The Client agrees to allow the Company the ability to advertise its role as the Web Development Company of the Website, on the Website (in a generally inconspicuous manner) and/or on any marketing materials (printed, audio and/or virtual) produced by The Company.
The Company represents and warrants that the Website will be developed in a workmanlike, professional manner, that the Website will conform to the Website Specifications provided by the Client, and that the Website will perform properly.
All notices and other communication with respect to these Terms & Conditions must be in writing through Electronic Mail, in which event the notice will be effective the next business day after transmittal. A notice will be delivered to a party by email to that party’s address as specified in the Proposal, or as may be exchanged between the parties.
The BREIS Agency (hereafter referred to as "The Company") agrees to produce graphic design material (hitherto referred to as “the Design Project”) at the request of the Client (referring to any entity - individual, organizational, governmental, or corporate - that secures the services of The Company via approving a Proposal as submitted by the Company, and/or as specified within communiqués between the Client and the Company [verbally and/or via written or email formats]). The Company may either be the sole author of the Design Project, or reserve the right to retain a subcontractor for part or all of the Design Project; in any case, the Design Project shall be original work and free of plagiarism.
For fees totaling $100.00 or less per Design Project, the Client agrees to pay the Company IN FULL before the Design Project commences. For fees totaling more than $100.00 per Design Project, the Client agrees to pay the Company at least 50% of the total fee before the Design Project commences; the remaining percentage is to be paid before any workable files are delivered. If the parameters of the Design Project change, or if it involves more time than estimated, the Company will inform the Client and they can renegotiate the Design Project’s cost and/or delivery date.
The Company acknowledges that the services rendered as specified in the Proposal shall be solely as an independent contractor. The Company shall not enter into any contract or commitment on behalf of the Client. The Company further acknowledges that it is not considered an affiliate or subsidiary of the Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
Upon acceptance of the Design Project, the Client accepts responsibility for any further processes in which this Design Project is used (e.g. printing, placed on the internet, etc). After acceptance of the Design Project by the Client, the Company is not responsible for errors occurring in this Design Project or any other projects related to it.
Both parties understand that the Client or the Company may terminate the Design Project at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written cancellation (via email), the Client is responsible for payment for all expenses incurred and any work done towards the completion of the Design Project, based on the percentage completed as determined solely by the Company. Should the Client cancel the Design Project following its completion, the Client is responsible for full payment as per the Proposal plus all expenses incurred. In the event of cancellation, the Company retains ownership of all copyrights and original work created.
In situations where the Client has ordered a number of Design Projects (as part of a Design Package, for example), both parties agree that these Terms & Conditions shall wholly govern each and every item that is designed as part of said number of projects. After the conclusion of a stand-alone design project, should the Client engage the Company again for another design project, without first terminating thier business relationship in writing (via email), then both parties understand that these Terms an Conditions shall wholly govern all future Design Projects that the Client engages the Company to produce.
The Client agrees to indemnify the Company, its employees, agents, representatives and suppliers from and against any and all liability, claims, damages and other expenses (including attorneys’ fees, court costs and litigation expenses) arising out of or relating to any claim or action, regardless of form, concerning any breach of this Agreement by the Client, any acts or omissions by the Client relating to the Client’s performance under these Terms & Conditions, and any claim of third parties arising out of the business relationship or the sale of services hereunder. The Client will also indemnify, defend and hold the Company harmless from any claim that the Company’s products and services hereunder violate any patent or proprietary rights of a third party. It is the Client’s responsibility to pursue patent, copyright or other proprietary rights protection.
The Client acknowledges that the Company has made no claim or warranty that the Company will be able to find a customer willing to compensate the Client for the products produced and/or services rendered by the Company, nor has the Company made any representations concerning the potential profitability of said products and/or services.
The Company does not accept liability beyond the remedies set forth herein, including but not limited to any liability for lost revenue or profits or loss of business. Except as expressly provided herein, the Company will not be liable for any consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. The Client agrees that, for any liability related to the purchase of the development services, the Company is not liable or responsible for any amount of damages above the amount invoiced for the applicable services.
Neither party shall be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions or any other occurrence commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances that prevent or hinder the manufacture or delivery of the work. Such party may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence and in such event the party shall have no liability to the other party.
This Agreement will take effect on the Effective Date and remain in effect until mutual termination in writing by the respective parties.
The warranties and the indemnification and confidentiality obligations set forth in these Terms & Conditions shall survive the termination of the Business Relationship by either party for any reason.
If any term of these Terms & Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then these Terms & Conditions, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Last Updated: July 2019