Website Design Agreement

 This contract is for website design services between Jenny Portillo (hereinafter “Designer”) and [purchaser’s name] (hereinafter “Client”). Collectively, Designer and Client will be referred to as the “Parties.” Client hires Designer for website design services according to the terms set forth below.

Conditions

This Agreement will not take effect, and Designer will have no obligation to provide services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial retainer called for under Paragraph 3, “Total Price;” and (c) Designer acknowledges acceptance of Client by counter-signing this Agreement. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.

Scope of Services

Client hires Designer to design a website consisting of 5 pages (hereinafter “Project”). Specifically, Designer will provide Client with the following:

  • Brand questionnaire 

  • 1 hour strategy call

  • preview of design (mockup)

  • 5 Page Website

  • 1 Round of Revisions

  • Lesson and Launch call 

  • access to tutorial videos

These services will be referred to as the “Services.” Deliverables include the 5 page website mockup, and the revised website hosted on Squarespace. Client will be solely responsible for all website hosting and domain related purchases. 

Total Price

Client agrees to pay Designer $3,000 for full custom web design or $1800 for a Squarespace website refresh (hereinafter “Total Price”) for the Services and Deliverables considered in this Agreement. Payment can be made in full at time of purchase, or Client can choose to make payments during the checkout process (using Affirm, Klarna, or Afterpay). Client understands that Designer will not provide services or begin work until the Total Price is received.

Cancellation

Client understands that Designer allocates time and resources for Client’s project and forgoes other opportunities in order to work with Client on the Project. Because cancellation by Client limits Designer’s income, Client understands and agrees that the Booking Fee is non-refundable for any reason. Upon cancellation by Client, Designer will keep the Booking Fee and Client will be entitled to a refund of any other additional payments made to Designer. Client understands that in the event of cancellation, Client is not entitled to any deliverables not yet received. Client understands that Designer will retain all intellectual property rights in the event of cancellation. 

Timeline

Designer will begin work on or after [insert date] (“Estimated Start Date”) based on the agreed upon time for the 1 hour strategy call. With minimal revisions, a 5 page website design can typically be completed within 2 weeks. Depending on Client’s needs for the Project, more time may be required. 

Communication & Completion

Client agrees to be available for communication regarding the delivery of services on the agreed upon design days. Any remaining hours not completed on the original design days may be completed on the following business day. Designer agrees to be available to fix any issues with the website reported to Designer by Client via email for four weeks after the final design day.

Expenses

Client agrees to reimburse Designer's expenses. Designer will get pre-approval from Client before incurring any expenses.

Revisions

Designer will send Deliverables to Client for approval or feedback in batches. These batches or cycles are called and will be referred to as Deliverable Groups. It is Client’s responsibility to provide all feedback or change requests for each Deliverable Group within one response communication to Designer. Designer and Client may then discuss these requests, after which, Designer will make the revisions for each deliverable within that Deliverable Group. That cycle will complete one round of revisions. Designer agrees to provide  one round of revisions per Deliverable Group.

Additional Revisions

Should Client wish to get additional revisions beyond those provided under Paragraph 10 “Revisions,” Client may request those revisions. Designer, at their discretion, will provide an estimate to Client of the cost for these revisions based on Designer’s hourly rate of $75. Client may then give designer approval to complete the revision. Designer will then add the fee onto the next invoice sent to Client. If Client has already paid the Total Price in full then Designer will invoice Client separately, and Client agrees to pay the invoice within seven (7) days.

Final Delivery

Upon Client’s payment of the prior invoice and approval of the Deliverables, Designer will deliver to Client the approved deliverables within seven (7) days. Designer will deliver the approved deliverables via Google Drive. When applicable, Designer will deliver these in the following formats: pdf, png, jpg.

Intellectual Property

The Services include use of intellectual property either owned by Designer or licensed to Designer. Where intellectual property is owned by Designer, in consideration of Client’s obligations herein, Designer grants a limited, non-exclusive, revocable license to Client in perpetuity. The license granted includes the right to use the Deliverables in the normal course of Client’s business. The license does not include the right to sell or otherwise transfer the Deliverables. Designer retains the right to disseminate the Deliverables to third parties. In the event of nonpayment by Client under the terms of this Agreement, Designer has the right to revoke Client’s license in the Deliverables until such time as payment is received. Client’s license as described above does not expire. 

Where intellectual property is licensed to Designer, Designer has obtained permission to sub-license that intellectual property in specific contexts. Due to the obligations of Designer according to those permissions, sub-licensed intellectual property may not be used by third parties such as Client apart from the Deliverables. Specifically, no use of typeface within the templates shall be construed as granting Client a license to use such typeface elsewhere. 

Delays

Client understands that prompt communication is necessary in order for Designer to meet its obligations under this Agreement. As such, Client agrees to make best efforts to respond to requests for approvals and requests for Materials with the necessary information or Materials from Client on the scheduled design day. Furthermore, Client agrees that should Client fail to be responsive to Designer communications for twenty-one (21) or more days, Designer may cease work under this Agreement and will require a “Restart Fee” from Client before beginning work again under this Agreement. The Restart Fee will be equal to ten percent (10%) of any remaining balance of the Total Price. If Client is continually late in responding to Designer, Designer may choose to cancel this agreement in accordance with Paragraph 6, “Cancellation.”

Text Content

Designer is not responsible for writing any text copy. Client is responsible for providing written copy to Designer.

Link in Website

Designer will place a link to Designer’s website in the footer of Client’s website. Client agrees to retain this link in the footer, so long as Client is still using the website and design created by Designer. Should Client wish to remove the link, Client agrees to pay an additional fee of $225.

Drafts

All drafts, sketches, and proposals are the intellectual property of Designer. None of these drafts, including text descriptions of drafted material, may be reproduced or transmitted in any form, or by any means, electronic or mechanical, for any purpose without the express written permission of Designer. 

Warranties by Client

Client represents and warrants to Designer that Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of any material provided by Client to Designer for use in the Services (hereinafter “Client Content”). To the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content, as well as any trademarks in connection with the Project, does not and will not violate the rights of any third parties. Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials.

Transfer of Intellectual Property Rights

All initial artwork, compositions, concepts, drafts, and sketches are the intellectual property of Designer. Upon completion of the project, Client has the right to use the Deliverables for advertising, promotion, publicity, multimedia works and merchandising. 

Designer retains the right to (i) use any unused artwork, compositions, concepts, sketches, and ideas for future projects, (ii) include a reproduction of the finished project in a book of design work, (iii) include a reproduction of the project in any art trade periodicals, exhibits and competitions and (iv) include a reproduction of the project for inclusion in self-promotion material for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Use of Third Party Resources

Designer may use images, photos, fonts, and other design elements from third party platforms like Canva and stock photography companies. Designer agrees to use these elements according to the licensing allowances of the programs.

No Guarantees

Designer cannot guarantee the outcome of web design services and Designer’s comments about the outcome are expressions of opinion only. Client acknowledges that Designer cannot guarantee any results for web design services as such outcomes are based on external factors and subjective opinions which cannot be controlled by Designer.

No Guarantees of Legal Compliance

Client understands that legal requirements on website compliance are ever-changing and complex. Designer does not guarantee compliance with any laws including, but not limited to, laws on website accessibility, website privacy, the GDPR laws, and any other laws that may pertain to the Services or purpose of this Agreement. Client understands that it is their responsibility to seek legal counsel and take any necessary steps to make their website legally compliant in any jurisdictions necessary.

No SEO Guarantees

While the parties understand that search engine optimization (“SEO”) is an important aspect of website performance, Designer makes no guarantees with regard to SEO. Client understands that SEO is subject to algorithm changes and fluctuations in competitors and rankings.

Limit of Liability

Liability shall be limited to the Total Price. Except as prohibited by law, Designer  shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, for consequential or incidental damages, or lost profits, or any other damages, costs or losses arising out of the Designer services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Designer, such recovery is limited to the amount the Client paid for materials, products, or services.

Indemnification and Release

To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives. 

Force Majeure

Designer shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Designer including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, insurrection, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Attorney's Fees

Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing Party shall be entitled reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.

Waiver

No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.

Article Headings

All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.

Severability 

If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.

Modification by Subsequent Agreement

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

Mediation

To the extent Client attempts to assert any such claim relating to this Agreement or to services provided from Designer to Client, Client hereby expressly agrees to present such claim only in the small claims courts in Solano County, California.

Governing Law

This Contract shall be governed by and interpreted under the laws of the state of California.

Sole and Only Agreement

This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.

Assignment; Successors and Assigns

Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement. 

Counterparts

This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.

 

I, undersigned Client, hereby warrant that I am of full age and have every right to contract in my own name in the above regard. I state further that I have read the above authorization and release prior to the execution and that I am fully familiar with its contents.


After purchase, a copy of this agreement “Contract” will be sent to Client, and must be signed and returned in order to begin services.