Review the sample Website Design Contract labeled Schedule "A" found at the end of this document. Base your answers to Questions 3 a)-c) on the sample contract.
a) What is the consideration that each party gives in the transaction between SWDD and Client Company ABC?
b) Review clauses 10 (assignment of project), 11 (disclaimer) and 12 (indemnification) in the sample agreement. If you were the client negotiating with SWDD to design and build your website, why might each of these clauses concern you? How could you minimize the risks associated with these concerns?
c) Assume you entered into a Website Design Contract with SWDD for your business according to the terms of the sample contract. The completion date is set to coincide with a special online promotion expected to generate $5,000 in profits. SWDD fails to complete the website by the completion date through no fault of yours. The anticipated sales from the online promotion fail to materialize. What avenues of recourse do you have according to the contract, if any? What losses or damages could potentially be recovered (or not)?
J. will u I LLIIVAL l. luuvuulAAvAllr SCHEDULE \"A\" Sample Web Design Contract This agreement is effective as of the 26th day of October, 2021 (the \"Effective Date\"). Between: Superior Website Design and Development (herein "SWDD") and Client Company ABC (herein the "client") 1. Authorization. The above-named client is engaging SWDD as an independent contractor for the specific project of developing and/or improving a website to be installed on the client's web space on an Internet service provider's web hosting server or client server. The client hereby authorizes SWDD to access this account and autshorizes the Internet service provider to grant SWDD "write permission" for the client's web page directory and any other directories or programs that need to be accessed for this project. The client also authorizes SWDD to publicize its completed website to web search engines, as well as other web directories and indexes. 2. Standard Website Package Elements. SWDD includes the following elements in its Standard Website Packages: 0 Email/phone consultation: Up to four hours' total general Internet orientation education, marketing strategy, web design consultation, and web page editor training. Additional education and consultation to be billed at our hourly rate of $40.00 per hour. 0 Words of text supplied by the client. Two hundred words per page approximate maximum. Web pages of more than 1,200 words of text may be subject to additional fees, especially if they require significant formatting. 0 Links to external pages, up to an average of three per page. 0 Custom Graphics Package: Masthead graphic on first page (simple custom graphic incorporating company logo). Top-of-page graphic for all other pages in client website. Colourful lines and bullets, and coloured and textured background. 0 Photos and other misc. graphic images supplied by client. Up to an average of two included per page in standard websites and "regular" online store pages, in addition to masthead and top-ofpage graphic. Colour originals larger than 5" x 8" are extra. 0 Installation of webpages on the client's web hosting service. 0 Minor updates and changes to existing web pages for six months, subject to the limits outlined below. Additional changes billed at hourly rate. For online stores, this includes only "regular" pages, not product pages or ordering system pages. 0 Site publicity to no fewer than 3 major web search engines, such as Google, Yahoo, Bing. 0 Email response link on each web page to any email address the client designates. 0 Feedback or guest book form: Basic CGI program included. Includes up to 20 fields. Extra charges may be incurred if the client's web hosting service does not use a Unix operating system. (Not included in the package price for sites smaller than six pages nor for online stores, since the shopping cart software is a functional equivalent.) 0 Image Map or internal navigation. (Not included in the package price for sites smaller than six pages.) 3. Standard Website Packages only. The content of the web pages will be supplied by the client. This website includes up to 10 web pages. In case the client desires additional standard web pages beyond the original number of pages specified above, the client agrees to pay SWDD an additional $150.00 for each additional web page. Graphics or photos beyond the allowed average of two per web page shall be billed at an additional $10.00 each. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at the hourly rate specified below. The store size and additional services, and prices of each are detailed on the attached estimate. 4. Web Hosting. The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service that gives SWDD full access to the website and to a CGI-bin directory via FTP. The client further understands that if the Internet service provider's operating system is not a Unix system, standard CGI software may not work. Providing a substitute may incur additional charges. 5. Maintenance and Hourly Rate. This agreement includes minor web page maintenance to regular web pages (not store product pages} over a six-month period, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text. If the client or an agent other than SWDD attempts updating the client's pages, time to repair Web pages will be assessed at the hourly rate and is not included as part of the updating time. The six-month maintenance period commences on the Effective Date of this contract. Changes requested by the client beyond those limits will be billed at the hourly rate of $40.00. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, web page design, editing, modifying product pages, and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own web page editor. CGI programming charges (if any) are not included in this rate. 6. Changes to Submitted Text. Please send your final text to SWDD. Time required to make substantive changes to client-submitted text after the web pages have been constructed will be additional, billed at the hourly rate. 7. Quotes and project timelines. Please be aware that projects are subject to change based on the actual development, planning, and requirements of the service provided. While SWDD will certainly make every effort to do so, it makes no guarantees that it will meet every budget or timeline that is proposed. If a situation arises where additional time is required or the proposed budget is exceeded by more than ten percent, SWDD will present the client with a new estimate before starting additional work. 8. Completion Date. SWDD and the client must work together to complete the website in a timely manner. SWDD will work expeditiously and make efforts to complete the website no later than one month from the Effective Date, however, if the client does not supply SWDD complete text and graphics content for all web pages contracted for within six weeks of the date this contract is signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months of signing this contract, an additional continuation fee of ten percent of the total contract price will also be assessed each month until the web site is published. 9. Fees. Subject to the provisions of this contract, the total amount for this contract is $3,000. Fees to SWDD are due and payable on the following schedule: 0 50 percent upon signing this contract. 0 50 percent when the web pages have been constructed according to the client's original written specifications. 0 Please note: nal bill will be issued upon completion of SWDD's workORif SWDD has completed its development and is awaiting nal changes from the client for more than 14 days, the nal payment will be issued, and due and payable. The final changes the client requires will still be included in the final invoice/bill amount but can be completed at the client's leisure [up to six months after completion of SWDD's work). 0 Advertising the pages to web search engines and updating occur only after the final payment is made. 0 All payments to be made in Canadian funds. 0 Payment is accepted in the form of cheque or credit card. 10. Assignment of Project. SWDD reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. 11. Disclaimer. SWDD does not warrant that the functions contained in these web pages or the Internet website will meet the client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website rests with the client. In no event will SWDD be liable to the client or any third party for any damages, including any lost profits or other incidental, consequential, or punitive damages arising out of the operation of or inability to operate these web pages or website, even if SWDD has been advised of the possibility of such damages. 12. Indemnication. The client represents to SWDD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SWDD for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements and will indemnify and defend SWDD and its subcontractors from any claim or lawsuit arising from the use of such elements furnished by the client. 13. Copyrights and Trademarks. The copyright of the design of the client's site that SWDD creates remains SWDD's design copyright. The client is granted permission to use this site for the business or purpose it is created for and move it to any other server and modify the code in any way. The client cannot, however, use SWDD's design for other websites or purposes unless this is previously agreed in writing. The SWDD logo must appear on the home page of the client's website. A full design copyright for the website is available from SWDD for an additional fee. 14. Governing law and Venue. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue this contract was entered into in Toronto, Ontario, and is governed by the laws of Ontario. 15. Entire Agreement. The agreement contained in this "Website Design Contract" constitutes the entire agreement between SWDD and the client regarding this website. Any additional work not specied in this contract must be authorized by a written change order. All prices specified in this contract will be honoured for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. On behalf of the client (authorized signature): Date SWDD (authorized signature): Date END OF SAMPLE CONTRACT
