SERVICE AGREEMENT
This Service Agreement ("Agreement") is made and entered into as of the date of signing by and between:
Stark Concept ("Service Provider"), a website design and development agency, and
[Client Name] ("Client"), collectively referred to as the "Parties."
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1. SCOPE OF WORK
Service Provider agrees to provide the following services ("Services"):
- Custom website design and development in Framer.
- Implementation of agreed-upon features and functionalities.
- Testing, optimization, and launch of the website.
- [Additional services, if applicable].
Exclusions: Any work outside the agreed-upon scope requires a written addendum and may incur additional fees.
Change Requests:
- Any changes to the scope of work after the Agreement is signed must be submitted in writing and approved by both Parties.
- Additional fees and timeline adjustments will apply to approved change requests.
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2. PAYMENT TERMS
- Total Fee: $[Project Cost]
- Payment Schedule:
- 50% non-refundable deposit before work begins.
- 50% final payment before website handover.
- Payments shall be made via PayPal ([Payment Page Link]) or an agreed alternative.
- Late payments beyond 7 days will incur a 5% late fee per week. Work may be paused until payment is made.
- All fees are non-refundable once services commence.
Refund Policy:
- No refunds will be issued for work completed or in progress, including the non-refundable deposit.
- If the Client terminates the Agreement, the Client is responsible for payment of all work completed up to the termination date.
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3. CLIENT RESPONSIBILITIES
- Client must provide all required content, images, and feedback **within 7 days** of request.
- Delays in feedback or materials will result in project timeline adjustments.
- If Client is unresponsive for more than 14 days, the project is considered abandoned, and no refunds will be issued.
Client Warranties:
- Client warrants that all materials provided (e.g., images, text, logos) are owned by the Client or properly licensed for use in the project.
- Client agrees to indemnify and hold Service Provider harmless from any claims arising from the use of Client-provided materials.
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4. REVISIONS & APPROVALS
- Client is entitled to 2 rounds of revisions during the design phase. Additional revisions will incur a fee.
- Revisions must be requested within 5 business days of receiving a draft; otherwise, they will be considered approved.
- Once a phase is approved, no retroactive changes are permitted without additional fees.
Approval Process:
- Client must provide written approval for each project phase (e.g., design, development, testing).
- Failure to provide timely approval may result in project delays.
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5. INTELLECTUAL PROPERTY
- Service Provider retains ownership of all design concepts, wireframes, source code, and raw project files unless otherwise agreed in writing.
- Upon final payment, the Client receives a non-exclusive, royalty-free license to use the completed website for its intended purpose.
- Service Provider retains the right to showcase the project in their portfolio unless the Client requests otherwise in writing.
Third-Party Materials:
- Any third-party materials (e.g., fonts, plugins, stock images) used in the project are subject to their respective licenses, and the Client is responsible for compliance with such licenses.
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6. TERMINATION
- Either party may terminate this Agreement with 7 days’ written notice.
- If terminated by Client:
- The deposit remains non-refundable.
- Work completed up to the termination date will be invoiced and must be paid before any files are released.
- If terminated by Service Provider:
- A prorated refund may be issued for work not yet completed.
Termination for Cause:
- Service Provider may terminate the Agreement immediately if the Client breaches any material term, fails to make timely payments, or engages in unlawful conduct.
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7. LIABILITY & DISCLAIMERS
- Service Provider is not liable for any business losses, including loss of revenue, data, or profits, arising from the use or inability to use the website.
- Client assumes full responsibility for website security, maintenance, and content updates post-handover unless a separate maintenance agreement is signed.
- Service Provider is not responsible for issues caused by third-party services, hosting providers, or software updates after project completion.
Limitation of Liability:
- Service Provider’s total liability under this Agreement shall not exceed the total fees paid by the Client.
- Service Provider shall not be liable for any indirect, incidental, or consequential damages.
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8. CONFIDENTIALITY
- Both parties agree to keep all sensitive business and project-related information confidential.
- Confidential information includes, but is not limited to, project details, pricing, and proprietary methodologies.
Exceptions:
- Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
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9. DISPUTE RESOLUTION
- Any disputes arising from this Agreement shall first be resolved through negotiation. If unresolved, disputes will be settled through binding arbitration in [Jurisdiction].
- The prevailing party in any dispute shall be entitled to recover reasonable attorney’s fees and costs.
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10. FORCE MAJEURE
- Neither party shall be held liable for delays caused by circumstances beyond their control, including natural disasters, acts of government, or technical failures.
- If a force majeure event lasts longer than 30 days, either party may terminate the Agreement without penalty.
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11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. No modifications shall be valid unless in writing and signed by both parties.
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12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
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13. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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14. INDEPENDENT CONTRACTOR
Service Provider is an independent contractor and not an employee, partner, or agent of the Client.
