Web Development Contract


Client Agreement Between

Surfacing.com (“The Provider”)


You (“The client”)

A. Appointment

This agreement confirms the appointment of Surfacing.com as new media consultants to the Client to design and construct a website for the client upon the Terms and Conditions set out in this Contract.

B. Commencement and Duration of the Agreement

This agreement will commence upon Surfacing’s receipt of payment of the first invoice and will continue in effect unless terminated under the provisions of Clause E of this agreement.

C. Fees

The Provider will charge service fees, and based on management, executive travelling and administrative time at an agreed upon rate.

The Provider reserves the right to negotiate a revised fee structure if the Client changes their requirements so as to involve changes in the agreed workload during the period of this agreement.

D. Payment Terms and Conditions

The Client’s service fees are payable by Paypal/Credit Card to reach Surfacing.com not later than 14 days after the invoice date.

E. Content

Content as provided by the Client, to be put on the website will be due with 14 days of the Provider’s request. If the content is not received by the Provider before this date any remaining balance of the website is due and payable by means in section D. If the content is supplied after the content due date, the content will be put onto the webpage at an hourly rate of $45.

F. Termination Provisions

This agreement may be terminated at any time after an initial period of 90 days by either party giving not less than 30 day(s) written notice of termination to the other.

In the event of termination of this agreement for whatever reason, the Client will be responsible for all fees due to the Provider on the termination date including costs, expenses and disbursements incurred by Surfacing.com on behalf of the Client up to and including any notice period.

The Client acknowledges in the event that detailed creative or other work for a future program or project prepared by the Provider at the request of the Client during the period of this agreement, is subsequently implemented in whole or in part by the Client or his agent, the Provider reserves the right to seek additional fees.

G. Trade Standard Terms of Business

1. Co-operation

The Provider will co-operate fully with the Client and take the initiative in offering advice and services. The Client agrees to assist the Provider in the performance of these duties by making available to the Provider all relevant information.

2. Project Scope

In consultation with the Client, a project scope will be created by the Provider to define the work agreed on and if any changes occur to the project scope the Provider reserves the right to re-evaluate the price and deadline to accommodate the changes.

3. Design Revisions

The Client has the option of up to 2 major revisions and up to 3 minor revisions (the total of the 3 minor revisions may count as a single major revision at the discretion of the Provider) during the design phase of the website. A major revision is changing 30% or more of the layout at a time. After 2 major revisions the client will pay for any changes to the layout at the Provider’s regular hourly fee.

Any additional design changes beyond this will be charged at the Provider’s regular hourly fee.

4. Project Completion

Once the project is completed, any additional work requested by the Client will require a new contract and payment of additional fees.

5. Exclusivity

The Provider will not represent conflicting interests but may represent competing interests with the express consent of the parties concerned.

6. Disbursements and Expenses

The Provider’s fees in paragraph C are exclusive of the following disbursements and expense items relating to the agreed program:

1. Accommodation and subsistence

2. Advertising artwork and mechanical items

3. Design, artwork and print

4. Direct mail

5. Entertainment

6. Exhibition and display material

7. Film production

8. Market research

9. Media monitoring (radio, television, internet and press)

10. Messenger services

11.Newspapers and magazine subscription

12.Photography and prints

13.Press material production and distribution

14.Special events, meetings, conferences etc.


It is normal practice for all materials and services purchased from third party individuals, companies or organisations to be charged at cost to the Provider. Any time spent arranging and rendering these services on behalf of the Client will be charged to the Client.

7. Approvals and Authority

The Provider will take all reasonable steps to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, in so far as this is possible within the terms of its contractual obligations to suppliers.

Amendments or cancellations requested by the Client will be implemented by the Provider only on the understanding that the Client will be responsible for any costs or expenses incurred.

The Client must respond to the Provider within 1-2 days to any questions the Provider may need to ask and for approvals unless previously notified by the client that the client will not be able to respond within 2 days. In this event, the Provider reserves the right to adjust the project deadline accordingly.

8. Copyright

Until payment in full to the Provider by the Client for all fees and disbursements, the copyright in all artwork, copy and other work produced by the Provider remains with the Provider unless otherwise assigned in writing.

Upon full payment by the Client any copyright lawfully assigned by subcontractors and their agents to the Provider and the Constancy’s own copyright will be assigned to the Client, unless other arrangements are made.

The Client will not hold the Provider responsible or liable for breaching copyrighted designs, logos, statements, or any other media it submitted to the Provider. Every endeavour will be made to ensure that a breach of copyright is avoided before final publication of material.

9. Confidential Information

The Provider acknowledges its duty not to disclose without Client permission during or after the term of appointment, any confidential information.

The Client in turn acknowledges the Constancy’s right to use any general intelligence regarding Client products or services gained during its appointment.

10. Indemnities

1. Public

The Client shall indemnify, and keep indemnified the Provider against any and all proceedings, claims, damages, losses, expenses or liabilities which the Provider many incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared or specifically approved by the Client in relation to this contract. Such material shall include but are not limited to press releases, articles, copy, scripts, artwork, detailed plans and programmes.

2. Client’s Property

Goods or information made available by the Client to the Provider for the purposes of demonstration or publication, or for any other purpose arising from, or in connection with this agreement, shall be and at all times remain at the sole and entire risk of the Client, and the Provider shall not be the subject of any liability for it.

3. Client’s Losses

The Client shall indemnify and keep indemnified the Provider against any and all losses, claims, damages, suits or actions suffered by the Client or which the client may incur as a consequence of the work performed by the Provider.

11. Disputes

In the event of a dispute between the Client and the Provider, the Provider will make every reasonable effort to resolve the dispute. In the event of a dispute remaining unsettled, the law governing these terms and conditions and any agreement made incorporating the same shall be resolved in the courts in the state of Georgia.

12. Payment in Foreign Currency

The Provider and the Client should note the need for clear agreement on terms when payment in foreign currency, or at rates of exchange ruling at any given time, is involved.

13. Payment of Expenses

Two fundamental principles on which the Provider/Client financial relationship is based are:

1. The Provider shall finance its own operations, but not costs incurred on behalf of its clients.

2. As principal at law, the Provider is held by suppliers as solely liable for payment.

It is, therefore, essential that the Provider is paid by the Client in good time to pay any suppliers. Late payment penalties incurred by the Provider as a result of delayed payment from the Client will incur a late payment charge which totals 5% of the amount originally invoiced to the Client.

14. Client and Third Party Site Modifications

The Provider is not responsible for any changes made by anyone other than the Provider themselves or our authorized agent(s).

15. Waiver

The failure by either the Client to enforce at any time or for any period any one or more of the terms or conditions of any contract between them shall not be a waiver of them or the right at any time thereafter to enforce all terms and conditions of that contract.

H. Client Agreement

By paying your first electronic invoice, you automatically and electronically signify your agreement to this contract in its entirety.

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