epicFLowers Terms and Conditions
This WEBSITE DESIGN PROPOSAL is being entered into by Flower Delivery Express (“CLIENT”) and Real Time Flowers Inc. DBA epicFlowers.com (“WEBSITE DEVELOPMENT FIRM”). CLIENT is hiring WEBSITE DEVELOPMENT FIRM to design and develop a website in exchange for the payment(s) described in this Proposal. This Proposal describes in detail the responsibilities of each of the parties in completing this project. Each party has had an opportunity, before signing this Website Design Proposal, to review these terms in detail and make sure that they properly reflect the parties’ full agreement. The parties have discussed and revised the terms below, edited where necessary, and have had the opportunity to consult with a lawyer if they wanted. To their best understanding, this document includes the full scope of responsibilities that each party expects the other to perform to complete this project.
RESPONSIBILITIES OF THE WEBSITE DEVELOPMENT FIRM
RESPONSIBILITIES OF THE CLIENT
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF WEBSITE
MODIFICATIONS TO WEBSITE DESIGN PROPOSAL
GENERAL CONTRACT TERMS
1.The following terms are used frequently within the rest of the Web Design Proposal, so they are being defined here. “Proposal” means this document and any modifications to it as allowed under the terms of this Proposal. “CLIENT” means Flower Delivery Express, located at 2985 Haggerty Highway Commerce, Michigan 48390 USA. “WEBSITE DEVELOPMENT FIRM” means Real Time Flowers Inc. DBA epicFlowers.com located at 1430 Green Meadows Way Ashland, Or. 97520. “Parties” means CLIENT and WEBSITE DEVELOPMENT FIRM, collectively. “Project” or “Website” means the design and creation of a website for CLIENT as detailed in the “WEBSITE SPECIFICATIONS” section below.
2. WEBSITE SPECIFICATIONS
2.WEBSITE DEVELOPMENT FIRM (www.epicFlowers.com) will design and develop a website for CLIENT to provide CLIENT with an online presence and to provide information about CLIENT’s company. This website will be created on the BigCommerce Platform.
3.The website will be hosted on BigCommerce’s Servers at the WEBSITE DEVELOPMENT FIRM expense. The domain name(s) that will be connected to this website are the following: Bloomrepublic.com. CLIENT has already registered, or will register, these domain names at CLIENT’s expense. The client pays website development firm for the BigCommerce hosting, in which the website development firm pays BigCommerce. This is done to make it easy for the client and only being responsible for one payment. Website hosting prices from Epicflowers could go up depending on BigCommerce’s pricing terms and services which can be found here: https://www.bigcommerce.com/pricing/.
4.The design process will consist of four phases: Concept Development, Design, Technical, and Testing. In the Concept Development phase, WEBSITE DEVELOPMENT FIRM will begin work by outlining the basic flow of the website and gathering the text and images for the website. In the Design phase, WEBSITE DEVELOPMENT FIRM will create digital artwork for the outlined webpages and integrate the images and text. In the Technical phase, WEBSITE DEVELOPMENT FIRM will enable the website server, domains and add interactive functionality like forms and emails. In the Testing phase, both the WEBSITE DEVELOPMENT FIRM and CLIENT will check the entire website to make sure it is operating as expected. This website will work in all ordinary modern browsers, unlike Internet Explorer 6, 7, 8, and 9.
5.CLIENT and WEBSITE DEVELOPMENT FIRM will consult at the end of the four phases for CLIENT approvals.
6.After completion of the design and development of the website under this Proposal, any future modifications of content or other maintenance of the website will be the responsibility of the CLIENT unless the parties enter into a separate agreement for those services.
7.The WEBSITE DEVELOPMENT FIRM may include a byline and link on the bottom of the Website establishing authorship credit.
3. RESPONSIBILITIES OF THE WEBSITE DEVELOPMENT FIRM
8.Epicflowers will start work on the project within 7 days of this Web Design Proposal being signed, and will complete the work within 4 weeks thereafter or according to a timetable set forth below: FIRST WEEK- Gather Information and start coding. SECOND WEEK- Specific Graphic, HTML/CSS work and third party integrations. THIRD WEEK- Store settings, adding products and content pages. FOURTH WEEK- Client reviews site, changes are made to their liking , site and gateway testing and then launch the site live.
9.WEBSITE DEVELOPMENT FIRM will keep CLIENT updated on activities and progress at reasonable intervals, and reasonably respond to inquires regarding progress. WEBSITE DEVELOPMENT FIRM will allow CLIENT to propose modifications to design and content within the scope of the Website Specifications, or as agreed to in writing by the parties.
10.WEBSITE DEVELOPMENT FIRM understands that the CLIENT may share some non-public, sensitive business information to WEBSITE DEVELOPMENT FIRM while working on the PROJECT. WEBSITE DEVELOPMENT FIRM agrees to keep this information confidential and not disclose it to any outside parties.
11.The WEBSITE DEVELOPMENT FIRM creates the website and makes sure it is launched and working. The Developer does not provide advanced Search Engine Optimization (SEO), email marketing or blogging. However, we can make recommendations for these services.
12.The WEBSITE DEVELOPMENT FIRM does not own or produce product images. The Developer is not responsible for the Company’s products/product images/prices nor updated products/product images/prices. The Company is responsible for their products, pricing and images. The Developer can provide a basic set of images as part of the initial design.
13.The Developer hereby warrants to the CLIENT that, to the best of its knowledge, we will not re-create the Company’s website design, look and feel within a 50 mile radius of the Company’s retail store(s). If the CLIENT has paid the extra agreed upon price for full exclusivity, then the cities listed below, as to where the CLIENT’s own company physically delivers their product will be considered off limits to the WEBSITE DEVELOPMENT FIRM when it comes to building a website to another like business.
14.WEBSITE DEVELOPMENT FIRM also agrees to do each of the following:
A. Create the Website and extend its best efforts to ensure that the content and design of the Website meets the needs of the CLIENT.
B. Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.
C. On completion of the content and design, assist the CLIENT in installation of the Website to its final location.
D. Provide all HTML files and code to the CLIENT.
E. Communicate with the CLIENT regarding progress it has made.
F. All information from the CLIENT will be kept private by WEBSITE DEVELOPMENT FIRM.
G. WEBSITE DEVELOPMENT FIRM will design the Website according to the CLIENT’S choice of design layouts or to the CLIENT specifications (custom design) within the limits of the BigCommerce and/or WordPress software.
H. The WEBSITE DEVELOPMENT FIRM is responsible for the 301 redirects for SEO reasons.
4. RESPONSIBILITIES OF THE CLIENT
15.CLIENT will provide WEBSITE DEVELOPMENT FIRM with all necessary access to website hosting, domain name registries, or related service providers for the purposes of completion of its work under this Web Design Proposal.
16.Unless specified otherwise, CLIENT will provide WEBSITE DEVELOPMENT FIRM with all text, graphics, photos, designs, logos, trademarks, service marks, artwork or videos for the website at CLIENT’s expense.
17.CLIENT will provide requested materials and respond to WEBSITE DEVELOPMENT FIRM questions in a timely manner.
18.CLIENT will pay WEBSITE DEVELOPMENT FIRM for its work under this Agreement as follows: A. A flat fee for the design/set up as well as the monthly service payment is agreed upon at the top of this documentation by indication of the CLIENT’s initials below the price tables; B. On an hourly basis for services provided to CLIENT at a rate of 75/hour. WEBSITE DEVELOPMENT FIRM will send Invoices to CLIENT on a monthly basis and payments will be due with 10 days of invoicing. After thirty days, such invoice becomes past due and a 3% late fee will be applied on any undue amount.
19. The CLIENT also agrees to do each of the following:
A. Provide all assistance and cooperation to the WEBSITE DEVELOPMENT FIRM in order to complete the Website timely and efficiently.
B. Provide initial information to help the WEBSITE DEVELOPMENT FIRM.
C. Make timely payments of amounts agreed upon with the WEBSITE DEVELOPMENT FIRM for services rendered.
D. Responsible for any changes the CLIENT makes that might disrupt the desired user experience. (including any third party services the CLIENT)
E. The CLIENT will provide any images, text, content, special pages and any other information needed to complete the website, such as, but not limited to, zip codes, tax rates, etc..)
F. The CLIENT is responsible for choosing and paying for their own Credit Card Gateway at is compatible with BigComemrce. If The CLIENT chooses NOT to use the WEBSITE DEVELOPMENT FIRM’s preferred gateway provider PayLeap.com, The CLIENT is solely responsible for any support issues they have with their merchant services.
5. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF WEBSITE
20.Both parties agree on the importance of respecting the intellectual property rights of others, including rights relating to patents, trademarks, service marks, and copyrights.
21.CLIENT guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it provides to the WEBSITE DEVELOPMENT FIRM for inclusion in the website are either owned by CLIENT, or that CLIENT has permission from the owner to use them on the website. Likewise, WEBSITE DEVELOPMENT FIRM guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it includes in the website has either been provided by the CLIENT, or is owned by the WEBSITE DEVELOPMENT FIRM, or used with permission of the owner for use on the website. Additionally, neither Party shall include within the website any functionality that is protected by a patent to which the Party has no license or permission to use. If either party, either intentionally or inadvertently, violates these guarantees, that party agrees to indemnify (pay for) any resulting damages to the other party based on a claim from the owner, including attorney fees.
22.As to the remainder of the project, intellectual property rights are designated as follows:
a. CLIENT owns the intellectual property rights to all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to WEBSITE DEVELOPMENT FIRM for purposes of this Web Design Proposal. WEBSITE DEVELOPMENT FIRM has a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of WEBSITE DEVELOPMENT FIRM’s work as outlined in paragraph 18.
b. WEBSITE DEVELOPMENT FIRM owns the intellectual property rights to all text, graphics, photos, designs, logos, artwork or other visual elements that WEBSITE DEVELOPMENT FIRM creates for CLIENT for this project until final payment is made by CLIENT. At that time, ownership shall pass to CLIENT, with WEBSITE DEVELOPMENT FIRM retaining a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of WEBSITE DEVELOPMENT FIRM’s work as outlined in paragraph 18.
23.WEBSITE DEVELOPMENT FIRM will give CLIENT a copy of all files relevant to this Proposal to be safely stored. WEBSITE DEVELOPMENT FIRM is not required to keep them or provide any native source files used in making them. WEBSITE DEVELOPMENT FIRM will own the XHTML markup, CSS and other code and license it to CLIENT for use on only this project.
24.WEBSITE DEVELOPMENT FIRM reserves the right to display and link to the completed website as part of WEBSITE DEVELOPMENT FIRM’s portfolio and to write about the project on websites, in magazine articles and in books about web design.
6. MODIFICATIONS TO WEBSITE DESIGN PROPOSAL
25.The Parties understand that sometimes circumstances change after an agreement is entered into that may affect the scope of work or the cost of performing the agreement. The Parties agree to the following procedures in this event.
26.Any significant modification to the scope of work to be performed by WEBSITE DEVELOPMENT FIRM must be agreed to by both parties in writing (email confirmation is acceptable), including any corresponding change in costs to be paid by CLIENT. For example, if CLIENT requests that the Website also be designed for operation on mobile devices, the Parties must agree to add this functionality to the Website Specifications and agree to the additional amount that CLIENT will pay to add this additional work.
7. GENERAL CONTRACT TERMS
27.The Parties each represent that they are authorized to enter into this Proposal and have had the opportunity to consult with their own attorney(s) in advance of executing this Proposal.
28.The parties are not intending this Website Design Proposal to create a partnership, agency, employer-employee, joint venture, or franchise relationship between WEBSITE DEVELOPMENT FIRM and CLIENT. Neither party will incur debts or make any commitments to third parties on behalf of the other. We are website creators that use third party software and services such as BigCommerce, RewardCamp, Mailchimp, WordPress, WPEngine, Point of Sale services, etc. We will do our best to complete your project, but cannot speak for these third party software applications. We will not be responsible for any third party applications that integrate into your website.
29.Neither of the parties has permission to assign or delegate any of their responsibilities under this Proposal to anyone else without the prior written agreement of the other party.
30.The Parties acknowledge that they may obtain access to information regarding each others clients, employees or independent contractors during the course of this Web Design Proposal. Both Parties agree that they will not solicit any business from each others clients, hire the employee or independent contractor during the course of this Proposal, nor for one calendar year following termination of this Proposal, unless consented to in writing.
31.In the unlikely event that the Parties later have a dispute about the meaning of this Proposal or whether one or the other failed to meet their responsibilities under this Proposal, the Parties agree to the following: a. The complaining party will provide a written explanation of their dispute to the other party, and the parties will then, within seven (7) days, in good faith discuss the dispute and seek a mutually acceptable resolution. If the dispute has not been resolved within thirty (30) business days after such good faith discussions begin, either party is free to assert its rights in court, if they choose. b. In the event of such a dispute, the parties agree that this Proposal would be interpreted in accordance with the laws of the State/Province of Oregon (with the understanding that laws regarding how agreements are interpreted is different from state to state) and that the venue, or location, of any dispute or lawsuit would be in the proper court for the County of the USA in the State/Province of Oregon. c. If any part of this Proposal is determined by a court to be illegal, invalid, or unenforceable, this Proposal will be still be enforce between the parties as to the remainder of this Proposal. d. Damages for breach of this Proposal will be limited as follows: to WEBSITE DEVELOPMENT FIRM, the total dollar amount of this Proposal; to CLIENT, the reasonable cost of performing any substitute work necessary to complete the project, and attorney fees and costs to the prevailing party in any lawsuit.
32.From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The CLIENT agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the WEBSITE DEVELOPMENT FIRM and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Company’s exercise of Internet electronic commerce.
33.A Party shall not be consider
ed in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder. 27.Neither party will be considered to acquiesce to any breach of this Proposal by the other party unless they say so in writing.
34.Types of Termination. This Agreement may be terminated: (a) By either Party on provision of thirty (30) days written notice to the other Party. (b) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within thirty (30) days of receipt of written notice thereof. Responsibilities after Termination: Following the termination of this Agreement for any reason, the CLIENT shall promptly pay the WEBSITE DEVELOPMENT FIRM according to the Services rendered.
35.The party’s responsibilities in this Proposal are subject to all relevant laws and government regulations.
36.This Web Design Proposal is the entire proposal between the parties. Neither party has any understandings or expectations from the other party that is not stated in this Proposal.