WebFX, Inc. Web Design and Development Terms and Conditions

The following are the responsibilities of Client for new or redesign website projects

• Furnish all camera-ready artwork, printed materials, and or photographs needed in the development of the website (Non stock photo).
• Provide final text, images, and documents for web pages in digital format (IMPORTANT NOTE: Site build begins only when all site content is received. Project milestone for delivering the completed site to the client will be adjusted to reflect a new date after site content is received. Site content can be edited during two rounds of edits following site build.)Assist with creation of website hierarchy (Main menu & sub menu)
• Provide maintenance, hosting, software patches, data security, and website security services after website launch
• Website hosting
• Provide logo(s) in a high resolution format

Terms and conditions:

1. Authorization. is engaging WebFX as an independent contractor for the specific project. “WebFX” means WebpageFX, LLC, a Pennsylvania limited liability company. “Agreement” is the signed contract, agreement, change order, or other binding document that references these Terms and Conditions. “Client” means a party that has signed an Agreement with WebFX.
2. Hourly rate. Any changes requested by Client beyond what is specified as “deliverables” in this Proposal, will be billed at the hourly rate of $150. Any other additional changes will require the execution of change order by Client prior to the commencement of any additional work by WebFX.
3. Liability. WebFX’s liability for default or breach, including breach of any guarantee or warranty expressed within this Proposal, shall be limited to the amount paid for services, excluding reimbursable expenses including but not limited to ad spend, to WebFX by Purchaser in the three months prior to the default or breach under this Proposal. WebFX is not responsible for loss of income or projected loss of income due to unforeseen conditions, including but not limited to server failure, traffic variation, shipping cost variations, website unavailability, order decreases, search engine algorithm changes, manual optimization actions by search engines, keyword position decreases, data corruption, or data loss. Client is responsible for, and WebFX has no liability for, the content, products, services, trademarks, and other aspects of the website that are related to Client’s business, industry, and competitors. If MarketingCloudFX software will be utilized on Client’s website (including LeadManagerFX, CompanytrackerFX, etc.), the following Terms and Conditions also apply: https://www.marketingcloudfx.com/marketingcloudfx-terms-conditions/
4. Completion date. WebFX and Client must work together to complete the website in a timely manner. Client representatives will need to provide final feedback on all deliverables and questions within five (5) working days of receipt. WebFX agrees to respond to all questions within four (4) working days. WebFX and the Client agree to notify each other if the primary project POC is going on vacation or of upcoming events which will delay the response feedback beyond to these allotted feedback days. Project is completed once the website is launched and any initial internet marketing deliverables are completed. If WebFX is unable to complete project for any reason, they will notify the Client in writing and provide a refund for the portion of the project that they were unable to complete. Refund will not exceed the amount that the Client has paid for the project.
5. Client delays. If contract deliverables are not completed within 365 days of contract signature through no fault of WebFX, WebFX reserves the right to bill client full invoice for the project. All work related to the project performed by WebFX shall, at Client’s option and after payment as herein provided, become Client’s property and remaining deliverables will be voided.
6. Assignment of Project. WebFX reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.
7. Copyrights and Trademarks Furnished by Client. The client represents to WebFX and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WebFX for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WebFX and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
8. Copyright to Web Pages. Copyright to the unfinished assembled work of web pages produced by WebFX is owned by WebFX. Upon final payment of this contract, the Client is transferred rights to the website, photos purchased for the client, created graphics, web pages, and the database if one is used. Rights to work-up files, intellectual property, source code and computer programs remain the property of their respective owners. WebFX retains the right to add a link and display graphics and other web design elements as examples of their work in their respective portfolios.
9. Protection to WebFX. WebFX does not warrant that the functions contained in these web pages or the Internet website will meet the client’s requirements or that the operation of the web pages and the website will be uninterrupted or error-free. The entire risk as to the quality, security and performance of the web pages and the website is with the client. In no event will WebFX 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 web pages or website, even if WebFX has been advised of the possibility of such damages. WebFX does not warrant the compliance of the website with section 508, ADA, or any other laws, regulations, or requirements that apply to the Client.
10. Indemnification. Client agrees that it shall defend, indemnify, save and hold WebFX harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against WebFX, agents, its clients, servants, officers and employees, that May arise or result from any service provided or performed or agreed to be performed or any product sole by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless WebFX against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with WebFX service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product, or unsafe product.
    Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. WebFX offers no guarantee or warranty of present or future placement, improvement or in any specific search engine. Client assumes all risks and responsibility.
11. Warranty. WebFX does not warrant the number of sales per visitor that the Client will make or the traffic or number of visitors that will visit Client’s specified website. WebFX expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise. The Parties agree that, except as may be expressly provided in this Proposal, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Proposal, or otherwise. Search engine optimization inherently runs risks of algorithmic changes or manual optimization actions by search engines. WebFX offers no guarantee or warranty of present or future placement, or improvement, in any specific search engine. Client assumes all risks and responsibility.
12. Payment of fees. Payments must be made promptly. Down payments are required to begin your project and ongoing services payment terms are due upon receipt. If an amount remains delinquent 60 days after its due date, an additional 2% penalty will be added for each month of delinquency. WebFX also reserves the right to remove web pages and created work from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.
13. Minimum Hourly Floor. WebFX needs to employ and retain talented digital marketers, developers, designers, Martech architects, engineers, etc, along with leveraging our technology infrastructure to keep our clients at the forefront of the industry. WebFX keeps a floor of $80 an hour, which the hourly rate of our service package & plans cannot fall under for more than a three-month span. If WebFX employee recorded time calculates to less than $80 an hour for services provided, WebFX will notify the Client that (a.) the fees for our plans & packages need to be increased above company hourly rate floor levels (b.) the fees the Client is paying remain the same, but a decreased scope of work needs to be agreed on by both parties (c.) WebFX can no longer support the provided services, and both parties agree to separate at the end of the month when a notice was provided by WebFX. With WebFX completing any remaining deliverables and the Client will pay all invoices for the current month when a notice was provided and any invoices which are still open.
14. Client Cancellation. Client may terminate the project at any time with written notice to WebFX for web design and web development services. In the event of such termination, prior to project close out in 180 days, Client shall be obligated to pay to WebFX for all work performed prior to the termination. All work related to the project performed by WebFX shall, at Client’s option and after payment as herein provided, become Client’s property. Any payment due to WebFX under this section shall be made in accordance with the provisions of the “Payment Terms” Section herein and calculated based on the percentage of work completed. If Web marketing services are utilized, these services may be cancelled after 12 months of fully paid monthly optimization have been completed. WebFX may terminate this agreement at any time by notifying the client in writing and providing a full refund for any payment received in the month that WebFX has provided termination notice.
15. WebFX Cancellation. WebFX reserves the right to cancel any or all provided services at any time. WebFX agrees to provide the client written notice of canceled services, software, hosting, or projects with a services end date on the last day of the month, for the month when the written notice was provided. Client agrees to pay WebFX for all services, software, hosting, projects, or portions of projects completed during the month when written notice of cancellation was provided by WebFX.
16. Changes in Fees and Plans. To keep client services and WebFX digital strategies innovative in an ever increasingly competitive and ever-changing online marketplace. WebFX annually adjusts our services packages pricing, plan and package deliverables, software subscription fees, MarketingCloudFX sub-product subscription fees, and our hourly rates. These changes will become effective as of the first day of the renewal of your service term (unless otherwise agreed in writing with WebFX). For clients who do not have a fixed service term, the effective date will be the first day of the following month after the Change in Fees has occurred and has become visible on the webfx.com website. WebFX will notify you of a change in service pricing by email or by mail or via your customer dashboard. If you are not happy with the change, you can cancel services by following the procedure listed on this web page. If you don’t cancel the Services, we will assume that you agree with the change.
17. Hosting.WebFX recommends website hosting packages including LAMP stack with FTP and CPanel access. If your website host does not provide these configurations launch delays and additional fees could be incurred. Client will provide a development environment on website host and provide FTP and CPanel access.
18. Future Services. Future services performed for the Client as either hourly or quoted services will utilize all provisions of this Master Services Agreement.
19. Modification. WebFX may make changes to services, products, and these Terms and Conditions at any time without notice. Your access or continued use of WebFX’s services and products subsequent to such a change will signify your assent to be bound by such changes. Client is responsible for periodically reviewing this website to review the current Terms and Conditions.
20. Venue. For any action involving matters of this Agreement, venue shall lie in Dauphin County, Pennsylvania.
21. Non-Solicitation and Non-Hire. During the term of this Agreement and for a period of two (2) years following the completion of the Project and any future services, the Client shall not, directly or indirectly, solicit, recruit, or hire any current or former employee, consultant, or contractor of WebFX, or encourage any such individual to leave their employment or engagement with WebFX, without obtaining prior written consent from WebFX. This restriction applies to any form of employment, consulting, or other business relationship, whether full-time, part-time, or on a contract basis. The Client acknowledges that any breach of the non-solicitation and non-hire provision would cause substantial and irreparable harm to WebFX, and that monetary damages alone would be insufficient to compensate WebFX for such harm. Therefore, in the event of a breach or threatened breach of this provision, the Client agrees to pay WebFX liquidated damages in an amount equal to the greater of: (a) the total compensation paid by the Client to WebFX under this Agreement during the twelve (12) months preceding the breach, or (b) the total annual compensation of the solicited or hired individual at the time of the breach. The Client agrees that these liquidated damages are a reasonable estimate of the damages WebFX would incur and are not a penalty.
22. Non-disparagement. During the term of this Agreement and for a period of three (3) years after the Termination Date of all Agreements with WebFX, both parties agree to take no action which is intended, or would reasonably be expected, to harm the other party or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the other party.
23. Miscellaneous. 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 waiver by either party of any breach of any provision of this agreement shall not be taken or held to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.
24. Master Terms. This Order, together with the Master Terms and Conditions for Web Services and other terms and conditions incorporated therein by reference (collectively “Master Terms”) located at https://www.webfx.com/Client-Terms-Conditions.html and incorporated by this reference, form the entire agreement between the parties in respect of the products and services set forth below. Notwithstanding anything to the contrary in any purchase order or other document provided by Client, any product or service provided by WebFX to Client in connection with a purchase order related to this Order is conditioned upon Client’s acceptance of this Order and the Master Terms. Any additional, conflicting or different terms proffered by Client in a new sale agreement, purchase order or otherwise shall be deemed null and void. Each of the individuals executing this Order Form represent and warrant that he or she is authorized to execute the Agreement on behalf of Client or WebFX, as applicable.

By digitally signing my signature in Proposable, PlaybookFX, PlaymakerFX, or ClientPoint, WebFX’s web based proposal and contract system, by physically signing or digitally approving an Agreement, or by agreeing to renewal or add new services verbally. I attest that I have read, understand, and agree to the above Terms and Conditions and Master Terms.