Parties: The above-named business (“Partner”) and Scope 10, a Wisconsin Corporation (“Agency”).
1. Authorization
Partner engages Agency to provide digital media, website development, and/or marketing services as outlined in the agreed-upon scope. Partner authorizes Agency to submit the completed website to search engines, web directories, and indexes, and to feature it in Agency’s online portfolio upon Partner’s final signed approval.
2. Website Development Investment
The website development fee encompasses all phases—planning, strategy, design, programming, and deployment—unless otherwise specified. This excludes monthly hosting/maintenance fees and additional marketing services, which are billed separately as agreed.
3. Website Hosting, Maintenance, Updates
3.1 Hosting and Maintenance
• Monthly fees cover:
• One-time website training (non-billable);
• 2 hours of website updates per month (non-accumulative);
• 16/7 customer support;
• On-demand Google Analytics reporting;
• Web hosting, plugin/software/security updates, weekly backups, and 99.9% uptime.
3.2 Website Update Inclusions
Updates include content revisions, image/link updates, and gallery/slider modifications. Requests are processed in the order received, with reasonable efforts made to complete them promptly. Expedited updates (immediate completion) incur a $150 fee.
3.3 Website Update Exclusions
Requests involving programming, new page creation, or redesigns are not covered under standard updates. Programming requests are billed at $150/hour as additional services, with completion timelines based on request size and Agency workflow. Additional pages are billed at $600 each and includes basic SEO
4. Additional Expenses/Amendments/Changes
If unforeseen issues arise requiring additional expenses beyond the agreed scope, Agency will consult Partner before proceeding. Any additional costs will be negotiated separately, with hourly rates of $150/hour applied for work exceeding the original project scope unless otherwise agreed. Significant design changes to previously approved work are not included in the base agreement but may be negotiated at the same rate if needed, at the discretion of both parties.
5. Search Engine Optimization
Agency will provide one-time basic SEO services, including optimized titles, keywords, and descriptions, and submit the website to Google and Bing. No guarantees are made regarding search engine rankings or ongoing SEO performance unless additional marketing services are purchased.
6. Work Schedule and Completion Date
Agency will deliver initial design drafts within 15 business days of receiving the signed agreement, payment, Partner questionnaire, and initial direction. Partner must provide all required content (text, logos, photos) unless otherwise arranged. Each project stage requires Partners signed digital approval to proceed. Upon completion, Agency will notify Partner via email or letter with an invoice and a PDF of the website for final approval. Final payment is due before publication.
7. Termination and Discrepancies
If disputes arise that cannot be resolved, Partner may terminate this agreement with written notice via certified US mail or email. Prepaid amounts are non-refundable. If termination occurs post-completion, Partner must settle all outstanding payments to receive website files (see Section 12 for transfer fees).
8. Copyrights and Trademarks
8.1 Agency-Sourced Materials
If Agency provides royalty-free images at Partner’s request, a $25/image fee applies. Partner assumes responsibility for any licensing disputes post-approval, indemnifying Agency from related claims.
8.2 Partner-Sourced Materials
Partner warrants that all provided content (text, graphics, photos, etc.) is owned by Partner or used with permission, indemnifying Agency against any claims arising from its use.
9. Assignment of Project
Agency may assign subcontractors to ensure project quality and timeliness. Agency remains responsible for all subcontracted work, using only industry-recognized professionals.
10. Warranties and Liability
Partner agrees not to use the website for abusive or illegal purposes (e.g., pornography, harassment, viruses). Agency is not liable for downtime due to external factors (e.g., internet outages) or for unmet traffic/business expectations. Partner indemnifies Agency against claims arising from Partner’s content or misuse.
11. Partner Responsibilities
Agency will:
• Provide basic support (or upgraded support if purchased);
• Ensure 24/7 availability, barring planned downtime (notified 8 hours in advance, typically weekends) or uncontrollable events (e.g., acts of God, ISP failures);
• Comply with applicable laws.
• 11.2 Partner Responsibilities
Partner will:
• Ensure compliance with this agreement;
• Provide accurate, legal content;
• Prevent unauthorized access to services, notifying Agency of breaches;
• Use services lawfully, avoiding malicious code or interference.
12. Website Transfer/Website File Preparation
o transfer the website to another host, the Partner must pay a $450 website file preparation fee in advance and settle all outstanding balances in advance. Non-transferable software licenses or forms owned or provided by Scope 10 (e.g., galleries, security plugins) will remain functional but unlicensed upon transfer. JotForm software is licensed to Scope 10. Once the site is transferred, JotForm will no longer be active on it. We will deliver the files electronically within a reasonable timeframe. Agency retains copies for 30 days post-cancellation. Partner may not install backup software or allow third-party file extraction without the Agency’s written consent. Scope 10 will not be responsible for loading website files onto a new server.
13. Legal Compliance
Partner is solely responsible for adhering to laws, taxes, and tariffs related to electronic commerce, indemnifying Agency against related claims.
14. Ownership to Web Pages and Graphics.
Upon final payment, Partner owns the website’s assembled work (design, code, graphics), excluding Agency-purchased licensed software. Agency may showcase the project in its portfolio.
15. Confidentiality and Nondisclosure
Both parties agree to protect confidential information, using it only for project purposes and not disclosing it without consent.
16. Fees and Payments
16.1. Fees.
Fees are outlined in the order form, non-refundable, and based on services purchased, not usage. Subscription fees are monthly, prorated for mid-term additions, with potential annual increases.
16.2. Payment Terms
Payments are due monthly via credit card unless otherwise agreed. Partner authorizes recurring charges and must maintain accurate billing information.
16.3. Overdue Charges
Late payments may incur 10% monthly interest (or the legal maximum).
16.4. Suspension
Accounts 30+ days overdue (or 10+ for credit card charges) may be suspended until paid.
16.5. Payment Disputes.
Bona fide payment disputes delay suspension if Partner cooperates to resolve them.
17. Account Cancellations.
Either party may cancel with advance 30 days’ written notice (email or US mail). Partner must pay all outstanding amounts upon cancellation, including a final monthly charge. Agency retains cancellation rights with or without cause.
18. Subscription Based Services
Subscription services (e.g., licensed software, directory submissions) may involve annual/monthly fees. Cancellation requires payment of remaining balances through the subscription term.
