STANDARD CONTRACT TERMS
By Signing a contract with Goodwin Studios both Client and Consultant agree to the following terms:
Consultant agrees to deliver samples of design on dates as agreed upon in the Proposal. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required approvals, information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.
DELAY IN APPROVALS
Client agrees to tender design approvals within 8 weeks of receipt of design layouts. Any design requests and/or changes after 8 weeks is charged as an EXTRA at a rate of $50 per hour.
DELAYS IN SUBMISSION OF CONTENT
Client agrees to supply Goodwin Studios complete text and content (including photos) for all webpages contracted within eight weeks of the start date. If content is not received in that time, and website has been built and is ready for launch, and the sole reason for launch not being accomplished is lack of content, the entire amount of this contract becomes due and payable.
This contract includes uploading content to the new website in preparation for launch. Client agrees to supply, within a reasonable time frame, the text, photos and graphics necessary for launch. If content arrives later than eight weeks of contract completion/payout, Goodwin Studios will charge a fee of $35 per hour to prepare, upload and tweak content for launch.
EXTREME DELAYS BY CLIENT
Contracts that are delayed more than twelve weeks due to lack of design approvals, failure to submit content, or delay in submission of text, photos, and/or graphics required for launch, will be held ‘Open’ at a price of $100 per month (starting 4 months from date of contract signing). This Open Fee will be calculated as part of the contract’s pro rata accounting.
Goodwin Studios does not guarantee a project will remain open, or files remain in storage, if there has been no contact regarding this project (email, telephone, spoken) with the client for over one year. We will not refund an advance if there has been no contact regarding the project for over one year.
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
FEES & ADDITIONAL SERVICES
Changes in client input or direction or excessive changes will be charged at $50 per hour. Any work the Client wishes Consultant to create, which is not specified in the DESCRIPTION section of this agreement, or in the attached Proposal will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.
Client agrees to reimburse Consultant for any approved expenses necessary in completion of the Work including fonts, shipping, software, stock photography, telephone long distance fees, couriers, copywriters, as specified in Description of Work. Any and all expenses would be subject to approval by the client prior to expenditure.
ASSIGNMENT OF WORK
Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
RESERVATION OF RIGHTS
All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.
PERMISSIONS AND RELEASES
The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications. The Client will not use the name of Consultant in any advertising or publicity without the prior written approval from the Consultant. The Consultant will not use the name of Client, in any advertising or publicity without the prior written approval from the Client.
Copyright of final product, post launch, is in Client’s name.
IMPOSSIBILITY OF PERFORMANCE
The Client acknowledges and agrees that Goodwin Studios cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond its control including, but not limited to, telecommunications problems.
Sometimes the launch of a website can be delayed due to problems with the client’s domain name. Goodwin Studios will help in whatever way they can to resolve the domain name issues. However, if the website has been constructed and completed, payment is due. We will continue to work towards getting the domain name problems resolved and the website launched.
While Goodwin Studios follows current best practice techniques for Search Engine Optimization preparation and setup, this contract does not guarantee any kind of placement in Search Engine Indexes.
Goodwin Studios does not warrant that the functions contained in these webpages or the Internet website will meet the client’s requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will Goodwin Studios be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if Goodwin Studios has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada applicable therein.