When you hire Webfitters® to design and develop a website or update and/or modify an existing one these terms and conditions apply.
Terms of Payment
Billing Schedule
You understand as a small business, how important it is to pay the invoices that we send you promptly. We want to maintain a positive working relationship and keep the project moving forward.
You will supply Webfitters® with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
Client Agreement to Pay
You agree to pay our invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 15-day payment terms. In the event payment is not made within 15 days, Webfitters® may charge a late payment fee of 1.5% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Webfitters® pays for carrying overdue invoices from your company. In addition, Webfitters® reserves the right to stop work until payment is received, if the project is still underway, or to disable the final product if the project has been completed until payment has been received.
Collection Costs
In the event that we incur legal fees, costs, and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
Responsibilities of Webfitters® and Your Company
Client Responsibility for Releases
You guarantee that all elements of text, imagery or other artwork you provide are either owned by your good selves or that you have permission to use them. If so and your final payment clears, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, imagery, and data you provided unless someone else owns them.
Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and/or services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
Confidentiality
Webfitters® acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Webfitters on behalf of Your Company.
Term and Termination
Period of Agreement and Notice of Termination
This Agreement shall become effective when signed, and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
Payment for Non-Cancelable Materials?
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request, that any such materials and services are non-cancelable.
Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness to Webfitters®, Webfitters® shall transfer, assign and make available all property and materials in its possession or control belonging to your company. You agree to pay for all costs associated with the transfer of materials.
General Provisions
Governing Law
This agreement shall be governed by the laws of Wisconsin and all disputes shall be resolved in the applicable state or federal courts of Brown County, Wisconsin. Both parties agree to waive any claim for incidental and consequential damages and any dispute between the parties lie in the contract only. Webfitters is entitled to recover reasonable attorney fees in enforcing any rights under this agreement. This Agreement shall be governed and construed in accordance with the laws of the Province/State of Brown County Wisconsin.
Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
