Shake and Bake Digital Website and Marketing Agreement
Any client who subscribes to one of our website and / or marketing agreements is bound by this agreement.
In consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the parties agree as follows:
ARTICLE 1 GOVERNING LAW & JURISDICTION
This Agreement will be deemed to have been made in British Columbia and for all purposes will be governed exclusively by, and constructed and enforced in accordance with, the laws prevailing in British Columbia.
ARTICLE 2 WEB DEVELOPMENT, HOSTING, AND ADDITIONAL MARKETING SERVICES
Section 2.1 Theme and Code Ownership
This Web Design Project uses a third party WordPress theme whereby a license will be purchased by the Developer. The Client understands that this WordPress theme was not developed by the Developer and that the use of such third party theme does not grant the Client or the Developer ownership or interest in any website development code. The Developer may also have purchased additional third-party intellectual property (such as royalty-free illustrations or photos) whereby the Client is responsible for respecting any usage limitations placed on the property by its creator.
Section 2.2 Website Ownership & Hosting
All pay-as-you-go websites are owned by Shake and Bake Digital. The client may be responsible for paying a set up fee based on the scope of the project and is always responsible for paying monthly hosting/ maintenance fees (based on monthly package selected). Pay-as-you-go websites are required to be hosted by Shake and Bake Digital. The client understands that Shake and Bake Digital is a hosting re-seller and as such is not liable for damages related to hosting downtime, speed, or other server related issues. The client also understands that Shake and Bake Digital is not responsible or liable for any website hacks, code breaks, or other technical issues if the client has access to the backend of their website.
Section 2.3 Specifications, Set Up Fees
The scope of the Client’s Web Design Project will be based on the package they purchase. Shake and Bake Digital will ultimately determine what is best for the client within the package they choose. Additional work including pages, functionality, or time invested by the developer outside of the clients package choice will result in additional set up fees. If Shake and Bake Digital is unable or unwilling to make changes outside the scope of the web project, they will not be considered to be in breach of this contract.
Section 2.4 Client Requested Third Party Access
Shake and Bake Digital does not give Third Party access to any of the client’s website files including but not limited to FTP access, Database access, or access to your hosting panel on the clients request. If the client wishes to obtain their files or access they must purchase the website out right (outlined in section 3.5).
ARTICLE 3 PAYMENTS
Section 3.1 Payments to the Developer
The Client is responsible to pay a non-refundable set up fee (the “Website Cost”), monthly hosting or maintenance fees (based on package choice), and any applicable taxes for the completion designing and hosting/ maintaining the website.
Section 3.2 Licensing Fees
The Client is responsible to find and purchase all royalty free images and provide them to the Developer. If the Client would like the Developer to find and purchase royalty free images, the Client will be invoiced by the Developer for all licensing fees.
Section 3.3 Payment Terms & Contract Length
The Client agrees to pay Shake and Bake Digital a non-refundable set up fee based on the package chosen or as outlined in a sales meeting.
Section 3.4 Hosting, Maintenance, and Marketing Fees
All web and marketing plans have a monthly fee. The limitations of Shake and Bake Digital’s responsibilities are based on the package chosen by the client. Fees will automatically be billed to the clients credit card each month. Web and marketing contracts have a 1 year minimum commitment unless otherwise agreed upon via email. All web and marketing packages will automatically be renewed on a month to month basis after the contract term is up. The client is responsible for providing 30 days written notice for any subscription modifications or cancellations.
Section 3.5 Buy out
A client may wish to buy out their website files. The buy out price will be determined by Shake and Bake Digital at the time of request.
Section 3.6 Additional Fees
All additional development or marketing services will be billed separately at an agreed upon rate.
ARTICLE 4 CONFIDENTIALITY
The Developer and its employees agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential information to any person whatsoever. Such Confidential information shall be so identified in writing at the time of its transmittal by the Client and must be signed off on as Confidential information by the Developer or its employees. 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 of this Agreement.
ARTICLE 5 GENERAL
Section 5.1 Portfolio Use
Shake and Bake Digital may use all work completed for the Client in its portfolio or the portfolio of any of its affiliate or white labeled businesses.
Section 5.2 Indemnification
The Client will defend, indemnify and hold harmless the Developer and its directors, officers, employees, and agents from and against all Claims arising out of or connected with, or relating to any breach of this Agreement.
Section 5.3 Term
This Agreement will be effective once the set up fee is paid and the free trial term (if any) is complete. Most agreements have a minimum agreed upon contract length. It can be terminated by both parties at any time. Should the Developer terminate this Agreement, the Client will receive 50% reimbursement of the set up fee as outlined in Section 3.1. Should the Client terminate this Agreement, the Client is responsible to pay their remaining fees in full until their contract has expired. Shake and Bake Digital reserves the right to charge the credit card on file the remaining amount owed in the event of a cancellation.
Section 5.5 Assignment
The Developer reserves the right to assign certain subcontractors to parts of this project to ensure the right fit for the job. The Developer warrants all work completed by the subcontractors for this project.
Section 5.6 Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s web site 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 the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Section 5.7 Domain Registration, Email Hosting, Domain Pointing
The Client is responsible for all domain registration and for securing an account with a Host Provider for their email. If the Client would like Shake and Bake Digital to host their email additional fees may apply. The client is responsible for following any directions when it comes to pointing their “A” record to Shake and Bake Digital’s servers and additional fees may apply if the Client request Shake and Bake Digital help.
Section 5.8 Training
The Developer is not responsible for providing any training to the customer.
Section 5.9 Questionnaire Completion
The client understand that they have 14 days to provide content (text, images etc.) or complete any questionnaires sent by Shake and Bake Digital. If the client fails to submit both questionnaires in 14 days, Shake and Bake reserves the right to use their best judgment on content and design inspiration. The client will be charged for any request changes or additional set up fees.
Section 5.10 Completion Date
Shake and Bake digital will do everything they can to complete the website within 2-4 weeks of the questionnaire’s being completed. Shake and Bake Digital will notify the client if the expected completion date is outside of 4 weeks.
Section 5.11Non Exclusive
The Client understands that the Developer sells its services to a range of clients and some of them may be a direct or indirect competitor.
Section 5.12 Client Referral Commission Program
The Developer recognizes ‘word-of-mouth’ advertising as a powerful form of marketing. As such, the Developer will reward the Client with a commission up to $200 for any direct referrals to any individual, business, or organization that ultimately results in a new client establishing a paying contract with the Developer. Final compensation payable to the Client for a referral will be entirely determined by the Developer.
Section 5.13 Entire Agreement
This Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all negotiations, discussions, agreements, or understandings, oral and written, between the parties as to the subject matter of this Agreement.