WEBSITE DESIGN AGREEMENT
This Website Design Agreement (this "
") is made effective as of
"), by and between
"), of 10 Oakwood Park, Ormond Beach, Florida 32174, United States and WebHostJa (the "
"), of 89 ½ Half Way Tree Road, Kingston, Jamaica.
Description of the Services
. The Client hereby engages the Designer and the Designer accepts such engagement to provide the following Web site services for the Client (hereinafter, the “
Building a website for advertising purposes
. The Designer will design a website for the Owner by timely providing the design and programming services listed in
") in a professional and timely manner. All programming and documentation shall comply with the standards currently employed by the Owner. The parties may at any time modify the scope of the Services by including desired changes in a written "change order" that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties. In addition to the standard development and creation of a website, the Client has requested the following specific requirements:
a 4-page website for the foundation.
2. Design Team
. The Designer will use only qualified personnel to provide the Services (the "
"). The Designer reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Designer's expense.
3. Term / Scheduling
. The Services will be completed timely in accordance with the schedule set forth in
. The Designer will begin the Services on the designated date and continue until the satisfactory completion of the Services. The term "
" of the Services means when the software and documentation developed for the website performs to the specifications set forth in Schedule A.
. In consideration of the Services, the Owner will pay the Designer in accordance with the payment schedule and terms set forth in
5. Ownership Rights
. The Owner will own all of its proprietary information included in the Services, as well as all source code, object code, screens, documentation, digital programming, operating instructions, design concepts, content, graphics, domain names, and characters. All Services provided by the Designer, including systems, computer programs, operating instructions, unique design concepts, and other documentation developed for or specifically relating to the Owner's information processing, all of the Owner's source documents, stored data and other information of any kind, and reports and notes prepared by the Designer, will be "works for hire" under applicable Jamaica copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner on request by the Owner. Upon request, the Designer shall sign all documents necessary to confirm or perfect the exclusive ownership interests of the Owner.
6. Designer's Ownership Rights and Grant of License
. Notwithstanding any other provision of this Agreement, the Services will/may include some programming code that the Designer has previously developed for its own use (the "
Designer's Prior Code
7. Copyright Notice.
The Designer shall include the following copyright notice (or any other notices requested by the Owner) to be displayed on each page of the Website that can be viewed by a user:
"©2023 Bigsistainternational . All Rights Reserved."
. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Owner (e.g., trade secrets, know-how and confidential information). The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Designer will return to the Owner all records, notes, documentation and other items that were used, created or controlled by the Designer during the term of this Agreement. The Owner may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
9. Non-Solicitation of Employees
. The Owner and the Designer agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.
10. Working Hours, Office Space and Testing Time.
The Designer's employees, when
working on the premises of the Owner, shall observe the Owner's working hours, working rules and policies. The Owner shall provide adequate office space and testing time for the
11. Independent Contractor.
The Designer is an independent contractor with respect to its relationship to the Owner. Neither the Designer nor the Designer's employees are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Designer, the Designer's employees, or any governing body for any payroll taxes related to the performance of the Services. Upon request, the Designer will provide evidence of appropriate insurance coverage for worker's compensation and general liability insurance.
The Designer will not use the names, trademarks, service marks, symbols or any abbreviations of the Owner, without the prior written consent of the Owner.
13. Warranty - Designer.
The Designer warrants to the Owner that all software programming, web pages, CD-ROMs, diskettes, and materials delivered to the Owner in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During the Designer's recommended beta testing period and for a 30-day period following completion of beta testing, the Designer will correct any software anomalies ("bugs") that occur because of defects in the source code included in the software. After such time, the Designer will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to the Owner.
14. Warranty - Intellectual Property Rights.
The Designer represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by the Designer in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against the Owner alleging such infringement, the Designer shall defend such claim, charge, suit or proceeding. The Designer shall indemnify and hold the Owner harmless from and against any loss, cost, damage or expense (including attorney's fees and legal expenses) incurred by the Owner that may result by reason of any such claim, charge, suit or proceeding. The Owner shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the programming or materials included by the Designer in the Services becomes the subject of an infringement suit, the Owner may terminate this Agreement and shall be entitled to a refund of any payments that it has made to the Designer under this Agreement. This indemnity shall not apply to materials provided by the Owner as contemplated by the following paragraph.
15. Warranty - Owner.
The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Owner for inclusion in the Website, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney's fees and legal expenses, that may result by reason of claims by third parties related to such materials.
16. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
17. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such an assignment shall be void.
20. Attorney's Fees
. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
Either party may terminate this Agreement at any time by providing 30 days' advance written notice. In the event of such termination, the Owner shall be obligated to pay only for actual services provided by the Designer and for expenditures incurred with the Owner's approval.
22. Termination on Default
. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including, without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
The Owner shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Services if any, or, in lieu of such payment, the Owner shall provide the Designer with a certificate acceptable to the taxing authorities exempting the Owner from payment of such taxes.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
25. Governing Law / Forum.
This agreement shall be exclusively governed by and construed in accordance with the laws of Jamaica without regards to its conflict of law principles in any other jurisdiction. The Company and the Owner agree that all disputes arising under this agreement will be settled exclusively through confidential binding arbitration in Kingston, Jamaica by a sole arbitrator nominated by agreement of the parties through the Dispute Resolution Foundation. The arbitrator's award shall be binding and may be entered as a judgement in a court of competent jurisdiction. The Owner agrees that the Company is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the provisions of these Terms pending a final arbitral decision.
26. Complete Contract / Amendment.
This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
All notices, requests, consents, claims, demands, waivers and other
communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other through personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
28. Force Majeure.
The designer is not liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
This Agreement shall be signed by Grace Ann Parkinson, Owner on behalf of Bigsistainternational.org. This Agreement is effective as of the date first written above.
Grace Ann Parkinson
Description of Services and Schedule
The Parties agree to the following schedule:
a. Initial Draft Date: March 15, 2023.
b. The Owner Comment/Approval Date: March 15, 2023, not to exceed 14 days from delivery of the initial draft.
c. Final Design Date: March 28, 2022.
d. The Owner shall be entitled to 10 revisions. Any revisions beyond 10 shall be chargeable at a rate of $ 5.00
All quotes are in USD
a. A fixed monthly recurring fee of $15.00 (with a $2.50 late payment fee - if applicable) for hosting and maintenance is due on the 06 every month for 12 months.
b. Upfront Fee (Due Before Project Start Date): $50.00
c. If the Owner wishes to transfer the website to a different service provider after 12 months, the Client will be responsible for the website migration fee of $60.
d. Addition fees, costs and expenses may be invoiced in the event that additional revisions above
(d) are requested.
e. The merchant will reflect on the Owner bank statement as Bundysco Int’l.
The Owner is required to pay the remaining incurring fees for the remaining 12 months of the contract as well as a $25.00 disconnect charge if the client decides to cancel the service before the 12-month period is up.
g. The Owner must pay a configuration fee of $60 plus the delinquency fee in order to reinstate the service after a contract break.