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
Elliot Hara ("Client"), collectively referred to as the "Parties."
Table of contents
1. SCOPE OF WORK
2. PAYMENT TERMS
3. CLIENT RESPONSIBILITIES
4. REVISIONS & APPROVALS
5. INTELLECTUAL PROPERTY
6. TERMINATION
7. LIABILITY & DISCLAIMERS
8. CONFIDENTIALITY
9. DISPUTE RESOLUTION
10. FORCE MAJEURE
11. ENTIRE AGREEMENT
12. GOVERNING LAW
13. SEVERABILITY
14. INDEPENDENT CONTRACTOR
Service Provider agrees to provide the following services ("Services"):
- Custom website design and development in Framer tailored for client's problem.
- Implementation of agreed-upon features and functionalities.
- Testing, optimization, and launch of the website.
- Handoff and basic framer training
- [Additional services, if applicable].
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.
- 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 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.
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.
REVISIONS & APPROVALS
INTELLECTUAL PROPERTY
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.
- 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.
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.
- 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.
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.
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.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
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.
14. INDEPENDENT CONTRACTOR
Service Provider is an independent contractor and not an employee, partner, or agent of the Client.
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Prepared by: Christian | Founder of Stark Concept