In Need of a Website or Mobile App?

The Wright Web Designs inc. 

Website Development Agreement1

Website Development Agreement

This Agreement is for the development and installation of websites or products between The Wright Web Design, and _____ (the “Buyer”).

1. Website or Products Supplied

Seller shall provide the following custom-developed website. All materials developed under this agreement with the exception of a licensed theme to the Buyer by another company will be supplied in both source and executable form on machine-readable media. The source code will also be provided in printed form.

(1)     See Clause 9 Buyer’s specifications, Paragraph (1).

(2)     See Clause 9 Buyer’s specifications, Paragraph (2).

(3)     Any additional website required by the Buyer, and requested either orally or in writing, will be provided at the agreed upon contract rates. Any changes or additions requested by the Buyer may alter the completion date agreed upon. Seller is not responsible for delays in completion due to changes or additions requested by the Buyer. Each modification, or additional website revisions requested will be subject to the minimum charges listed below in Section 7, Paragraph (2). Seller reserves the rights to refuse any modification to the Buyer’s specifications if such changes are deemed impractical, impossible, or precluded by time constraints.

2. Installation and Testing

The website will be thoroughly tested to meet the criteria specified by the Buyer in Section 1. Seller is not responsible for errors or omissions in the Buyer’s specifications. The website described by the Buyer, exclusive of any additions or changes, will be completed within seven (7) days after contract acceptance. The website will be delivered by the Seller and tested by the Seller across all devices; such as mobile, tablet, and desktop.

3. Ownership of  Website Rights

With the exception of any themes or plugins included that are licensed to the Buyer by another development company, the Buyer shall, upon full payment for the website, have exclusive rights to use, modify and distribute the website developed by the Seller for the Buyer. Seller shall retain rights to use parts of the website developed for the Buyer in other applications that are of a non-competitive nature.

4. Limited Warranties

(1)     For ninety (30) days from the date of installation, the website is warranted to conform to the applicable description contained in Section 1. Seller’s sole obligation hereunder shall be to remedy any non-conformance to that description. On site service during the warranty period will be at the Seller’s option.

(2)     All warranties are contingent upon website launch.

(3)     These warranties will not apply if:

(a)     Website is damaged because of accident, unusual physical, electrical or electro-magnetic stress, neglect, misuse, email failure, malware, dns failure, or operation with media not meeting or maintained in accordance with the Seller’s specifications.

(b)     Website has been modified or re-installed without supervision or written approval of the Seller.

(4)     Except for the express warranties stated herein, Seller disclaims all warranties on products furnished hereunder, including, without limitation, all implied warranties of merchantability and fitness; and the stated express warranties are in lieu of all obligations or liabilities on the part of the Seller arising out of or in connection with the performance of the website.

5. Limitation of Remedies

(1)     Seller’s entire liability and Buyer’s exclusive remedy shall be the replacement or repair, at the Seller’s option, of any website not meeting the Seller’s “Limited Warranties” and which is brought to the Seller’s attention in writing within thirty (30) days from the discovery of need.

(2)     In no event will the Seller be liable for any damages including lost profits, or incidental or consequential damages arising out of the use or performance to the Seller’s products, even if the Seller has been advised of the possibility of such damages.

(3)     Buyer agrees that the Seller’s liability arising out of contract, negligence, strict liability in tort, or warranty shall not exceed amounts paid by the Buyer for particular products identified above.

(4)     Seller shall have the right to collect from the Buyer its reasonable expenses incurred in enforcing this agreement, including lawyer’s fees.

6. Hold Harmless

Buyer expressly saves and holds Seller harmless from any and all liability of any kind or nature whatsoever to customers and third parties which may arise from this agreement or from acts of Buyer or from the website, documentation, services or any other item furnished hereunder.

7. Purchase Price and Terms of Payment

(1)     Buyer shall pay Seller as full payment for products and services the sum of $60 per hour of time spent by the Seller in designing, developing, testing and installing the website listed in Section 1.

(2)     If the total time spent is less than two (2) hours, the Buyer agrees to pay the Seller the minimum charge of $120.

(3)     If the Seller is required to perform services at a site of the Buyer’s choosing, the Buyer shall pay an additional sum of $per hour in addition to the rate shown in paragraph (1), and shall reimburse Seller for travel at the rate of $0.40 per mile for travel by Seller’s private automobile, or the full cost to the Seller for other means of travel. If Seller is required to remain overnight at a site of the Buyer’s choosing, the Buyer agrees to reimburse the Seller for all necessary expenses incurred including, but not limited to, lodging, meals, automobile rental, gasoline and gratuities.

(4)     Buyer will be billed monthly for services performed. Buyer agrees to pay total due on each invoice within ten (10) business days of receipt of same. Buyer agrees that the Seller may terminate this contract and retain all rights to any website or product developed hereunder in the event of non-payment of any invoice.

(5)     Prices are exclusive of all sales, use and like taxes. The Buyer shall pay any tax Seller may be required to collect or pay upon the sale or delivery of the website or product to the Seller in addition to the amounts listed above.

8. Termination of Agreement

(1)     Buyer may terminate this agreement at any time by paying all outstanding amounts due the Seller. Buyer will then be given all rights to the website or product that has been completed. Buyer is bound by the minimum charge listed in clause 7(2).

(2)     Seller may terminate this agreement upon non-payment of charges by the Buyer. In this event, Seller shall retain all rights to all websites or products developed under this agreement.

(3)     Seller may terminate this agreement if the Buyer requests unreasonable, impractical or impossible changes to the Buyer’s specifications after acceptance of this agreement. In the event of a termination under these circumstances, Buyer will be given all rights to the website or product upon payment in full of all outstanding charges.

9. Buyer’s Specifications

(1)     [Describe specifications]

(2)     [Describe specifications]

10. General

Buyer acknowledges that the Buyer has read this agreement, understands it, and agrees that it is the complete statement of the agreement, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this agreement. This agreement may not be modified or altered except by a written instrument duly executed by both parties. The waiver or failure of either party to exercise in any respect any rights provided for herein shall not be deemed a waiver of any further right hereunder. No action, regardless of form, arising out of this agreement may be brought by the Buyer more than two years after the cause for action has risen. If any of the provisions, or portions thereof, of this agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted. Rights and obligations of the parties under this agreement shall be binding on their respective successors and/or assigns. This agreement becomes effective when signed by the Buyer, and delivered to and signed by the Seller. This agreement and its provisions shall be governed in accordance with the law of the Province of Ontario.

© 2022 The Wright Web Design

Signature