The BREIS Agency

Terms & Conditions

SECTION A: Web Design & Development

1. BACKGROUND & DEFINITIONS

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:

  1. "Business Relationship" refers to the totality of the communications (verbal, virtual and written, henceforth referred to as "the Communiques", between the Company and the Client), the rendering of any and all services by the Company, and the receipt of any and all services by the Client, as specified within the Proposal and/or the commiuniques.
  2. "Project" refers to the totality of all services being rendered unto the Client by the Company, as specified in the Proposal and/or the Communiques.
  3. “Website” means a collection of web pages including multimedia content accessible online through a specific online URL address, and/or a web application (i.e. a client-server computer program in which the client runs in a web browser).
  4. “Website Materials” includes, but is not limited to, all text, graphics, video, audio, programming, code, algorithms, scripts, and applets constituting the Website.
  5. “Client’s Materials” means any text and/or graphical material supplied by the Client that appears in the Website, as well as any data pertaining to the Client’s end-users that the Website will collect.
  6. “Proposal” constitutes any and all documents (hardcopy and/or virtual) provided by the Company citing the specifications of the Website, development period and terms of compensation, and other information related to the Website’s design/development. The Proposal shall be associated with this Agreement as Exhibit A and made part of this Agreement by this reference.

2. COMPANY DUTIES & RESPONSIBILITIES
  1. The Company shall serve as an independent contractor of the Client and shall design, develop, and implement the Website according to the functional specifications and related information provided by the Client through any (or a combination) of the following: proposals, emails, questionnaires or other communication (“Website Specifications“), incorporated herein by this reference and as more fully set forth in these Terms & Conditions.
  2. The Company acknowledges that the services rendered as specified in the Proposal and/or the Communiques 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.
  3. The Client acknowledges and agrees that the development of the Website is dependent on timely receipt by the Company of the Website Specifications, and the Client’s timely response to all project-related communications from the Company.
3. WEBSITE MOCKUPS AND CLIENT APPROVAL
  1. The Company will submit one or more Website Mockups (also referred to as "Versions") to the Client for review and approval within the time-period specified in the Proposal and/or the Communiques.
  2. The Client shall review each Mockup and thereafter provide the Company with feedback, either:
    • To Approve the Mockup for further development; or
    • To Request Modifications to the Mockup
  3. If the Client requests modifications to any Mockup, the Company shall promptly implement the requested modifications and re-submit the Mockup to the Client for approval.
  4. Once the Client has approved last Mockup provided (hereafter referred to as the “Final Mockup”), the Company shall finalize Website design/development based on the Final Mockup.
  5. Any additional modification requests made by the Client after the Final Mockup will incur additional charges, at such rates to be determined by the Company.
4. WEBSITE DEVELOPMENT
4.1 Material to Be Supplied by the Client
  1. The Client will supply to the Company the Client’s Materials, which shall be the express property of the Client, and the Company shall make no claim to the content therein.
  2. Textual material may be supplied in plain text. Graphic material, if applicable, may be provided in the following formats only: JPG, JPEG or PNG.
4.2 The Company’s Adaptation of Materials

The Company will translate and adapt the Client’s Material into code format to substantially conform to the Website’s Final Mockup.

4.3 Schedule for Completion of Website
  1. The Start Date shall be the business day after the Client indicates their approval of the Proposal by signing it, or the business day after the Deposit Payment has cleared - whichever occurs later.
  2. Development of the Website will begin on the date specified in 4.3(a) above and substantially end on or before the Completion Time Period specified in the Proposal.
4.4 Delivery of Website

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.

4.5 Late Completion

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.

5. COMPENSATION
5.1. Design/Development Cost
  1. The Total Cost for the design/development of the Website, the Deposit Fee and Balance are specified in the Proposal.
  2. The Client shall pay the Deposit before the Company commences any work on the Website. The Company may choose not to commence work on the Website and terminate the Project if the Client fails to pay the Deposit Fee within ten (10) business days of the Client receiving the Proposal.
  3. The Client shall pay the Balance after the Company has successfully completed development of the Website, but before Final Delivery to the Client.
5.2 Domain Name Registration and Web Hosting Fees (if applicable)
  1. If they have one, the Client will provide the Company adequate access to their domain name account (including passwords).
  2. If the Client requests that the Company register a new Domain Name or web address, additional charges for Domain Name Registration (and yearly renewal of the Domain Name), will be billed to the Client as specified in the Proposal.
  3. If requested by the Client, the Company shall provide Website Hosting at the rate specified in the Proposal. Hosting Fees shall be renewed annually; they are due within thirty (30) calendar days before the end of the current Web Hosting period, and shall continue indefinitely until all Parties have agreed to terminate their business relationship.
  4. If the Client fails to pay their Hosting Fees before the expiration of the current Hosting period, the Website and all access to it shall be deactivated immediately. Reactivation of the Website shall be subject to payment of the Web Hosting fees due, as well as a Reactivation Fee of $49.99.
5.3 Software & Security Upgrade Fees (if applicable)
  1. The Client shall pay Software & Security Upgrade Fees to the Company, as specified in the Proposal. This fee is assessed annually, is due within thirty (30) calendar days before the end of the current Software & Security Upgrade period, and shall continue indefinitely until all Parties have agreed to terminate thier business relationship.
  2. Software & Security Upgrades shall be performed on a routine basis and shall include provision of updates, backups, fixing bugs and errors etc. The following items are not included in the Upgrades and will be billed separately: Website content changes/management, major reworking of website, website hosting, hosting transfer, Domain Name transfer and other advanced work. Such work shall be billed seperately to the Client by the Company.
5.4 Invoices

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.

5.5 Late Fees
  1. Unless otherwise specified in writing, any pending payments not received by the Company within five (5) business days from their due date will incur a 10% Late Fee on the sixth (6th) calendar day from the payment due date, and subsequently incur a 10% Late Fee for every thirty (30) calendar days the payment is late.
  2. The Company reserves the right to suspend any services (including Software & Security Upgrades and Hosting Services) until all pending payments plus late charges have been made by the Client.
6. OWNERSHIP OF WEBSITE, RIGHTS AND WARRANTIES
6.1 Work Made for Hire

The Company agrees and understands that its creation and authorship of the Website Material constitutes a work made for hire.

6.2 Ownership Rights

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.

6.3 Excluded Material
  1. If the Company is unable to grant or assign to the Client the exclusive rights to any portion of the Website Material (including Themes, Plugins etc.), that portion of the Website Material will be referred to as “Excluded Material“. The Company shall specifically identify all Excluded Material as needed.
  2. The Company’s identification will include, at minimum, the following information: (i) the nature of the Excluded Material, (ii) the Owner of the Excluded Material. If requested by the Client, a complete list of Excluded Material shall be provided to the Client upon delivery of the Website.
6.4 Additional Use of Website Materials

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.

6.5 Advertisement of Work

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.

6.6 Quality and Performance of Website

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.

7. NOTICES

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.

SECTION B: GRAPHIC DESIGN SERVICES

1. DESIGN PROJECT

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.

2. COMPENSATION

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.

3. INDEPENDENT CONTRACTOR

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.

4. CLIENT APPROVAL

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.

5. SERVICE CANCELLATION

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.

6. ONGOING AND/OR FUTURE DESIGN PROJECTS

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.

SECTION C – GENERAL PROVISIONS

1. CONFIDENTIALITY
  1. The Company and the Client acknowledge that they may receive or have access to information that relates to the other party’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects/proposals, and other proprietary information. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence.
  2. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement, whether such information is disclosed to the other party before this Agreement is signed or afterward.
  3. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party.
  4. Unless strict confidentiality is requested by the Client (in writing or via email) in advance of the establishment of this Agreement, the Company can display materials and final work created for Client on the Company’s website.
  5. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in these Terms & Conditions, the non-disclosing party may be entitled to equitable relief.
  6. Notwithstanding termination or expiration of their business relationship, the Company and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of two (2) years from the Effective Date.
2. INDEMNITY

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.

3. DISCLAIMER

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.

4. LIMITATION OF LIABILITY

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.

5. FORCE MAJEURE

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.

6. GOVERNING LAW & ARBITRATION
  1. The business relationship shall be governed by, construed, and enforced in accordance with the laws and regulations of the State of Virginia, without regard to its conflict-of-law provisions.
  2. Any dispute or difference that may arise between the parties concerning interpretation of these Terms & Conditions or in relation to any matter arising within the business relationship, which cannot be settled amicably and in good faith between the parties, shall be referred to arbitration in Arlington County, Virginia, in accordance with the rules and procedures of the American Arbitration Association.
  3. The arbitration decision and award shall be binding on the parties and judgment thereon may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to an award of arbitration costs.
7. TERM OF BUSINESS RELATIONSHIP

This Agreement will take effect on the Effective Date and remain in effect until mutual termination in writing by the respective parties.

8. TERMINATION
  1. Either party may terminate thier Business Relationship at any time if, for any reason, the relationship is deemed unsatisfactory by either party.
  2. Upon provision of a written notice of termination (hardcopy and/or email), the Client is responsible for payment for all expenses incurred on any work performed toward the completion of any and all products/services as specified in the Proposal, or on any outstanding balances.
  3. In cases involving Website Design/Development, the Business Relationship will terminate once either (i) the Client has made full payment to the Company in accordance with the Proposal, and the Company has delivered the completed website, or (ii) the Client terminates the registration of their domain name and/or the hosting of their website with the Company, or (iii) the Company completes the transfer of the Client’s domain name registration unto another provider, whichever of these three (3) events occurs latest.
9. SURVIVAL OF CERTAIN PROVISIONS

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.

10. SEVERABILITY

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