Terms and Conditions
Agreement
1.1. This Agreement sets forth the terms and conditions governing the provision of website design and development services (“Services”) by [Your Agency Name] (“Agency”) to the client (“Client”).
2. Services
2.1. Agency agrees to provide the Services as outlined in the Statement of Work (“SOW”) or as otherwise agreed upon in writing by the parties.
2.2. Services
may include, but are not limited to:
Website design and development ,Content creation and management, Search engine optimization (SEO) Social media integration, E-commerce solutions, Website maintenance and support
3. Client Responsibilities
3.1. Client shall provide Agency with all necessary information, materials, and access required to perform the Services.
3.2. Client shall review and approve all deliverables submitted by Agency within [Number] business days.
3.3. Client shall be responsible for obtaining any necessary licenses, permissions, and approvals for the use of any third-party materials or content.
4. Payment
4.1. Payment terms shall be as outlined in the SOW or as otherwise agreed upon in writing by the parties.
5. Intellectual Property
5.1. Upon full payment for the Services, Client shall own all rights, title, and interest in and to the website design and any custom-developed code.
5.2. Agency retains all rights, title, and interest in and to its proprietary software, templates, and other intellectual property.
6. Warranties and Disclaimers
6.1. Agency warrants that the Services will be performed in a professional and workmanlike manner.
6.2. AGENCY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
7.1.
IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA,
OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Termination
8.1.
Either party may terminate this Agreement for cause upon written notice to the other party in the event of a material breach
of this Agreement.
9. Governing Law
9.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
10. Dispute Resolution
10.1. Any disputes arising out of or relating to this Agreement shall be resolved through [Negotiation, Mediation, Arbitration, or Litigation].
11. Entire Agreement
11.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
12. Amendments
12.1. Any amendment or modification to this Agreement shall be in writing and signed by both parties.
13. Severability
13.1.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
15. Independent Contractor
15.1. Agency is an independent contractor and not an employee or agent of Client.
16. Assignment
16.1. This Agreement shall not be assigned by either party without the prior written consent of the other party.
17. Force Majeure
17.1. Neither party shall
be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not
limited to, acts of God, war, fire, flood, earthquake, labor disputes, and acts of government.
18. Waiver
18.1. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
19. Binding Effect
19.1.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
20. Severability
20.1.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
21. Entire Agreement
21.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
22. Governing Law
22.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].
23. Notices
24. Independent Contractor
24.1. Agency is an independent contractor and not an employee or agent of Client.
25. Assignment
25.1. This Agreement shall not be assigned by either party without the prior written consent of the other party.
26. Force Majeure
26.1. Neither party shall
be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not
limited to, acts of God, war, fire, flood, earthquake, labor disputes, and acts of government.
27. Waiver
27.1.
No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
28. Binding Effect
28.1.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
29. Severability
29.1.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
30. Entire Agreement
30.1.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
31. Governing Law
31.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
32. Notices
33. Independent Contractor
33.1. Agency is an independent contractor and not an employee or agent of Client.
34. Assignment
34.1. This Agreement shall not be assigned by either party without the prior written consent of the other party.
35. Force Majeure
35.1. Neither party shall
be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not
limited to, acts of God, war, fire, flood, earthquake, labor disputes, and acts of government.
36. Waiver
36.1.
No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
37. Binding Effect
37.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
38. Severability
38.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
**39. Entire Agreement