Scope of Work · Terms · Conditions
Updated August 17, 2023
This agreement is dated and in effect as of date of submission of this form, between you / your company hereafter referred to as "Client" and CustomerBloom hereafter referred to as "Consultant".
This agreement is with respect to the Client’s marketing services, hereinafter referred to as the "Work" or “Project.”
Whereas, Consultant is a professional marketing agency of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree to all terms and conditions on this page.
Scope of Work
This contract and the agreed-upon fee is based on the items stated below.
After signing up on this agreement, if you have any changes to the following items listed below, or request additional items, it will result in a Change Request. Please see the ‘Change Requests’ section for how change requests will be handled.
Website Design & Development Agreement
BE AWARE:
Website Design & Development projects take a minimum of 8-12 weeks to complete - Numerous factors can extend this timeline
WEBSITE BASE RATE & HOURS
Up to 100 hours of website design + development work, meetings, and all other time resources needed to complete website project
Typically, 100 hours will cover:
Custom website layout design
1 round of layout design revisions
Initial website build-out of around 10 pages and standard functionality
1 round of website build-out revisions
Additional hours required to complete the website will be billed at Consultant’s standard hourly rate
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WEBSITE PLATFORM / TECHNOLOGY
Site will be set up using the WordPress Content Management System (CMS)
Website layout will be mobile-friendly and responsive
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WEBSITE CONTENT
Content to be provided by Client from existing site/files (text, images, videos, etc) or from its original content.
Acceptable text content formats: Word, Google Doc, TXT file, RTF, ODF
Acceptable image content formats: .JPG, .GIF, .PNG, .EPS, .AI, .PSD, .PDF
All finalized text with specification about placement (what page, where on page)
All photos, images and videos with specification about placement (what page, where on page)
All company logos and branding elements in high resolution format
Vector formats preferred including .EPS or .AI file formats
Template content or AI-generated content MIGHT be available at no additional cost, depending on topic
Missing Content which Consultant needs to research and write or generate will be deducted from base rate and hours.
Any additional time that is required after the base rate and hours are exhausted will be billed at Consultants regular hourly rate.
In the event Consultant is requested to or needs to research and write content, will result in a minimum of 2 weeks delay or more on estimated project timeline.
If Client is providing content and final content is not received by the due date specified or is not received in acceptable format it will result in a delay in the overall project timeline and website launch date or template content may be used in its place
It is the Clients responsibility to ensure that all content is factually correct and accurate based on their individual business, all spelling and grammar are correct, and any changes are applied before providing content to Consultant (including giving verbal approval to Consultant to use content from existing website)
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WEBSITE DESIGN REVIEW + BUILD REVIEW
Design Review (pre build-out)
Design Review phase will include only the following page designs
Home Page
Internal Page (1)
Once the website pages are designed, they will be sent to the Client for review / changes / approval
Each review / changes round will add on an additional 5-7 business days to estimated timeline
If Client is dissatisfied for any reason with the design of the website, it is Client’s responsibility to inform Consultant of specific issues and desired corrections
The website will be built AS IS based up on the approved Design - meaning - it will look exactly like it does on the screen during the Design Review
Any changes to the Design after the Design has been approved and built out will be considered a Change Request and will result in significant delays in timeline and additional charges based on the Consultant’s standard hourly rate at the time of request
Website Draft Review (post build-out)
Once your website is built, we will send it for your review / changes / approval
Each review / changes round will add on 5-7 business days to estimated timeline
Client Review Responsibilities
Client is responsible for thoroughly reviewing and submitting required changes within 3 business days of receiving a Review Request from the Consultant
In the event that Client does not respond within 3 business days of receiving a Review Request, it will be assumed that this project is not a priority to the Client and the project timeline will be pushed back according to current Consultant workload and Consultant will not be held responsible or liable for any delays or damages due to delays
PLEASE NOTE:
Delayed responses on the Client’s part WILL result in significant delays from the estimated timeline dependent on when the Client does respond and the quantity and complexity of requested changes
IN ADDITION - PLEASE NOTE:
For EACH round of requested updates, this will EXTEND the estimated timeline by 3-7 business days or more, dependent on the quantity and complexity of changes requested.
ALL CHANGE REQUESTS AND TIME TO COMPLETE CHANGE REQUESTS WILL COUNT AGAINST THE TOTAL BASE RATE / HOURS:
If base rate and hours have been exhausted and additional time is needed to complete requested changes, it will be billable at Consultants current standard hourly rate
Client is responsible for providing clear and concise change requests that include the current state and desired state of the item to be changed
Example:
If Client desires text to be changed, they are responsible for providing the exact text to be changed to, location of text, screenshot of text, and any other information to help Consultant be more efficient with change requests
Example:
If Client desires images to be changed, they are responsible for providing the exact image to be changed to
Once approved, any additional changes to the website layout will be billed at Consultant’s current standard hourly rate at the time of the request
Consultant is not responsible for any errors or omissions on the website, it is the Client’s responsibility to thoroughly review the website before approval and make Consultant aware of any discrepancies
Any complex update requests may require more than the typical 5-7 business day turnaround and will extend the timeline and launch date of the project.
SEARCH ENGINE OPTIMIZATION
Title tag and Meta description setup and text optimization (wording tags based on keywords, location, etc)
Image tag optimization (adding alt tags, etc)
File name optimization (naming page files names based on keywords, location, etc)
Search engine optimization does not guarantee a higher ranking in search engine query results
Search engine optimization services are a one-time process performed during the build-out of the website and does not include on-going or future search engine optimization services
Search engine optimization requests outside of the items listed above will be considered a change request and will incur additional fees and extend the timeline of the project
Please see the ‘Change Request’ section for how change requests will be handled
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TESTING / Q&A / COMPATIBILITY
Testing, responsive design and cross-browser compatibility will be completed and tested for the following:
FireFox: Current version
Chrome: Current version
Safari: Current version
Mobile: iPhone, Android
Any additional testing platforms, versions, and subsequent updates or modifications to the website in order to properly display on testing platforms, requested by the client will extend the timeline of the project and be treated as a Change Request. Please see the ‘Change Requests’ section for how change requests will be handled.
A Quality Assurance review of the website will be completed by Consultant but Consultant does not make any guarantee in regards to typos, grammatical errors, broken links, or any other errors
It is the Client’s responsibility to review the website and submit changes to Consultant for any items Client deems in error or incorrect prior to website approval and launch
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WEBSITE HOSTING
Setup website on Consultant’s recommended hosting platform
Includes basic setup only and basic website launch including DNS update only
Does not include complex website launches or setup including offsite email management or other special setups
Client is responsible for all website hosting fees ($25/month)
Launch on any other hosting platform will incur additional fees
It is the Client’s responsibility to maintain their existing website hosting while the new website is being built
Previous website hosting can be canceled by Client at their discretion and they will be solely responsible for any issues caused by the cancellation
Website hosting fees are not included in the overall cost of the website
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WEBSITE LAUNCH
A written approval of the website is required in order to launch the website live
During the website launch process there may be a period of downtime for the existing website and email accounts. Please make arrangements as needed for this downtime.
Login (username, password, PIN, etc) to the domain registrar account (i.e. GoDaddy, Network Solutions, etc) is required prior to the launch date
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It is the responsibility of the client to provide the proper login necessary to access the account in a timely manner in order to not delay the website launch
process
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Email setup and/or migration is not included
It is the Client’s responsibility to manage their email system
Contract Terms & Conditions
Payments are non-refundable.
Hours do not expire and can be used at a later date.
Payment Agreement
Date of First Payment / Contract Start Date:
Date this form is submitted
DEPOSIT REQUIRED:
$3,500
Contract Term1-time Contract
Deposit covers up to 100hrs of work
Additional hours will be billed at $125/hour
If additional hours are required, they will be invoiced on a weekly basis during website design and build-out process
It is agreed that Client will pay a total project fee as stated above with the first payment due on the day of the signing of this agreement.
Failure to pay the above-stated amounts on the agreed dates will result in the balance amount to accrue an interest of 10% per month and that the collection of all fees and costs incurred by Consultant to retrieve the balance owed will be added to the total amount owed by the Client.
Client agrees to pay Consultant’s standard rate of $125 per hour for additional work outside of the original base rate and hours
Absolutely no refunds will be given for services rendered.
Client agrees that there are absolutely no refunds for services rendered.
ALL ACCOUNTS ARE RESPONSIBLE FOR THIRD-PARTY FEES, PROPER ACCOUNT REGISTRATION, AND REGULATION COMPLIANCE FOR BUT NOT LIMITED TO PHONE, SMS, EMAIL
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It is YOUR responsibility to provide timely information and account access to expedite setup and launch.
Consider it your incentive to respond in a timely manner, provide account access as soon as possible, and not delay launching due to numerous reviews / changes / approval rounds.
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It is agreed that Client will pay a total project fee as stated above with the first payment due immediately upon the signing of this agreement.
Website hosting fees are not included in the monthly payment amount stated above, if there are website hosting fees they will be added as a separate line item on the invoice each month.
Client agrees to pay Consultant’s standard rate of $125 per hour for additional work outside of the original scope of this document.
Absolutely no refunds will be given for services rendered.
PERMISSIONS & 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 hereby releases and forever discharges Consultant, their agents, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, whether known or unknown, fixed or contingent, which Client may now have or may hereafter have or claim to have, as a result of or in any way relating to project outlined in the Project Scope.
It is understood and agreed that this release contains the entire agreement between the parties and that the terms of this agreement are contractual and not merely a recital. Furthermore, this contract and release shall be binding upon the undersigned, and his respective heirs, executors, administrators, personal representatives, successors and assigns.
In no event shall Consultant or its sub-consultants of any tier be liable in contract, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power.
This release shall be subject to and governed by the laws of the State of New Jersey.
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.
ASSIGNMENT OF WORK
Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
PROMOTIONAL USE
Consultant retains the right to use the project and images of the project as deemed fit for promotional and marketing purposes
TERMINATION / CANCELLATION
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination.
Once cancellation has been submitted, no new work, editing of current work, or additional work will be completed since the 30-day notice is for winding down and closing out the account ONLY.
In the event that Work is terminated at the request of the Client, Consultant shall have the right to immediately invoice the Client for the remaining balance of the contract for the remaining monthly fees to complete the full term, while reserving all rights under this Agreement.
If additional payment is due or there are any open invoices, they shall be payable within 30 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.
The Client shall assume responsibility for all collection and legal fees necessitated by default in payment.
Refunds will not be issued if Client decides to stop using the Service before the end of the current paid term.
Consultant has no obligation to provide Customer Information to Customer upon termination of the Customer Agreement.
AUTHORIZATION
Unless specified otherwise, Client authorizes Consultant permission to access and use platforms on their behalf.
Having rights to the accounts, Consultant may manage accounts, reset passwords, view account’s usage and profile data, including how and when account is used, and read or store content in account, including electronic communications, contact lists and other information.
Consultant will exercise best practices in regards to account access and security but will not be liable for Client’s account due to hacking or if the account is compromised in any way.
CONFIDENTIALITY
The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement;
is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
RELATIONSHIP
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.
Client and Consultant acknowledge that Consultant is permitted to work for any other clients at any time without Client’s consent and / or permission.
Client can provide guideline dates (if applicable) to Consultant but will not control or otherwise dictate when any work must be performed.
THIRD PARTY FEES
Unless fees are expressly stated as covered under this agreement, Client is responsible for all third-party fees
PROFESSIONAL CONDUCT
Client shall at all times conduct themselves in a professional manner. Unprofessional conduct, as determined by the Consultant, by the client will not be tolerated and will result in immediate termination at the sole discretion of the Consultant.
NON DISPARAGEMENT
Client agrees that during the term of this contract and after the termination or abandonment of this contract, Client shall not make any disparaging remarks about the Consultant.
For the purpose of this contract, the term disparage includes without limitation posts, comments or statements made in any matter or medium about the party that would adversely affect any manner of the Consultant’s business, it’s reputation, it’s employees or contractors.
PREVIOUS AGREEMENTS
This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Consultant and Client with respect to the subject matter hereof.
All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.
The Consultant and the Client agree that the Project Scope stated above is the full and complete scope of work and that nothing else is owing to the Client under this agreement.
GOVERNING LAW & VENUE
This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
Venue for any court proceedings arising out of this agreement shall be proper only in Passaic County, New Jersey.
DISPUTE RESOLUTION
The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of New Jersey.
Client agrees not to chargeback any fees prior to utilizing the Dispute Resolution guidelines provided and agreed to as stated here.
The Consultant and Client agree that any controversy or claim arising out of or relating to this Agreement in any way, shall be finally settled by binding arbitration, employing a neutral arbitrator, and administered by the American Arbitration Association (“AAA”).
The arbitration will be conducted in New Jersey. The parties each waive their rights to trial by jury, in exchange for arbitration. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment upon any award rendered in an arbitration proceeding may be entered in any court having jurisdiction of the matter.
The Client agrees to immediately notify the Consultant of any subpoena the Client may receive in connection with any action by any third party concerning the Consultant.
By entering into this contract and entering into the arbitration provisions of this Paragraph, THE CLIENT AND THE CONSULTANT EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.
FORCE MAJEURE
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.
The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, hacking, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
