Design Service Agreement 

This design service agreement (the “Agreement”) entered into on Month Date, 2024 is a legal contract between TAYLOR WEB DESIGN (“Designer”), a British Columbia company, located at 1306 - 5899 Wilson Avenue, Burnaby, BC V5H4R9 Canada and LEGAL NAME (“Client”), located at Address.

Client and Designer are collectively known as the “Parties”. By signing the last page, the Parties agree to all of these contract terms.

Terms

I. Services

Designer shall provide Client with the following services ("Work"):

A. Scope of Services

[Insert from proposal]

The Client expressly agrees and understands that the Designer will provide the highest quality of Services available to the Client, including SEO services. However, the Client also agrees and understands that the nature of services is dynamic, and an exact result cannot be guaranteed.  

B. Proofing and Revisions. Client is entitled to:

  • Three revisions on the chosen logo concept and other brand visual identity items

  • Unlimited revision on the website for 5 business days

  • [#] months of post-launch support for website content 

C. Timeline. The work provided according to this Agreement will begin on the date of signing the agreement.​ The Work shall continue for six months from the starting date, unless earlier terminated in accordance with this Agreement. Any extensions of the Terms are only valid with mutual written consent by each party. 

D. Additional Services. Should the Client require additional services, the Designer may provide the Client with such additional services on an ‘as needed’ basis. All additional services will be invoiced separately from the initial “Total Cost” at the rate of $200 per hour.

 

II. Client Responsibilities

Client acknowledges that he/she shall be responsible for performing the following:

A. Materials and Access. Client will be required to provide certain materials and access such as:

  • Written content about the business to be put on the website

  • Photos and videos to be used on the website

  • Existing branding files such as logo and brand guidelines

  • Access to website-related accounts (hosting, domain, analytics, search console) 

B. Communication and Cooperation. The Client expressly agrees and understands that in order for the Designer to fulfill the Services, the Client needs to respond to communications from the Designer. The Client agrees to make best efforts to respond to all such communications within seven (7) calendar days. If the Client fails to respond to communications with the Designer within the specified time, the Client agrees to hold the Designer harmless for the affected portion of the Services.

C. Feedback and Acceptance. Client, within twelve (12) calendar days of receipt of each Deliverable, shall notify Designer, verbally or in writing, of any objections, corrections, changes or amendments Client wishes to make. In the absence of such notice from Client within said stated time period, the Deliverable shall be deemed accepted.

 

III. Fees

A. The total cost ("Total Cost") for all Services is $Amount (excluding taxes). Payment shall be made online by credit card.

B. Payment will be made as follows: Monthly payment of $Amount for # months.

C. Late Payments. If the payments made more than twenty (20) days late, the Client agrees to pay late fee of 2%. The Designer reserves the right to terminate this Agreement or suspend delivery of Work if these payments are not made. If any amount is unpaid within twenty (20) days of the due date, Designer reserves the right to terminate this Agreement without further obligation or liability, and you further agree that any such amounts previously paid to Designer shall be deemed earned compensation.

D. Refunds. All payments are non-refundable.

E. Early Termination. If the Agreement is canceled midway through the process, then Client will be responsible for paying the amount completed and a termination fee of $1500. If the project is at an advanced stage (deliverables have been created), the Client will be responsible for paying for the full project costs. Determination of the stage of the project is wholly in the Designer’s discretion. 

IV. Intellectual Property

A. Exclusive License. Upon completion of services, and expressly subject to full payment of total costs, Designer hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Deliverables. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.

B. Use of Photos of Deliverables. Designer retains the right to display photographs of the Deliverables in Designer’s websites, marketing materials, social media, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

C. Recognition. Client agrees to credit the Designer in the footer of Client's website, as follows: “Website by Taylor Web Design.”

 

V. Confidentiality

Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential, including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

  1. Further, at all times, neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Client in whatever form to any Parties outside of this Agreement.

  2. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

VI. Relationship of the Parties

A. Independent Contractor. Designer is an independent contractor of the Client. This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. The Designer has no authority (and shall not hold itself out as having authority) to bind the Client, nor shall it make any agreements or representations on the Client's behalf without the Client's prior written consent.

B. No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.

VII. Artistic Release

Client has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that Designer’s Services will produce a reasonably similar outcome and result for Client. Designer will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Designer’s current portfolio and services, and Designer will try to incorporate any suggestions Client makes. However, Client acknowledges and understands that Client has hired the Designer based upon the Designer’s specialized skill and talent, and further understands and agrees that every client and final delivery is different, with different tastes, budgets, and needs and the Designer will use her own personal judgment to complete the work for the Client, which may not include strict adherence to Client’s suggestions; and design is a subjective service and Designer is a provider with a unique vision, with an ever-evolving style and technique. Dissatisfaction with Designer’s independent judgment or individual management style is not a valid reason for termination of this Agreement or request of any monies returned.

VIII. Representations and Warranties

A. Designer. Designer represents and warrants that he/she has the right to enter into and perform this Agreement. Designer further represents and warrants that he/she has the right to utilize and distribute the designs created for Client and that such designs are not owned by anyone else to Designer’s knowledge. 

B. Client. Client represents and warrants that (a) Client has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Designer to be included in this Website; and (b) Client will obtain all necessary and appropriate rights and licenses to grant license to Designer to use Third Party Materials.

Both Parties represent and warrant that the signatures at the end of the Agreement are authorized on behalf of the respective party.

IX. Limit of Liability 

Clients agree that to the fullest extent permitted by law, the Designer’s MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS, BREACHES OR DAMAGES BY REASON OF ANY ACT OR OMISSION, INCLUDED BREACH OF CONTRACT AND NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE DOLLAR AMOUNT OF THE FEES PAID BY THE CLIENT TO DESIGNER. CLIENTS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, DESIGNER SHALL NOT BE LIABLE FOR ANY CLAIMS FOR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOST PROFIT, LOSS OF ENJOYMENT, LOST REVENUES AND/OR REPLACEMENT COSTS. Client acknowledge and agree that these limitations reflect a fair allocation of risk and that Designer would not enter into this Agreement without these limitations on its liability. 

X. General Terms

This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. Requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.  The performance of any condition or obligation imposed on a party under this Agreement may be waived only in writing by the Client or Designer or an authorized official of the Client or the Designer, and only to the extent stated in such writing.  Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings.  This Agreement will be deemed made in and governed by the laws of the province of British Columbia, without application of its principles regarding conflicts of law. Designer shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. The Limitation of Liability Section shall survive the expiration or termination of this Agreement. 

A. Dispute Resolution. Mediation: If a dispute arises under this Agreement, the Parties agree to first submit the dispute to a mutually agreed-upon mediator in British Columbia, Canada, or online mediation. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the Parties. 

B. Compliance With Law. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.

C. Indemnification. To the extent permitted by applicable laws, both Designer and Client agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.

D. Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), pandemic, epidemic, governmental order, or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

E. Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given by email. Such notice shall be effective upon the receipt by the party to which notice is given. Parties shall provide effective notice to each other via either of the following methods of delivery at the date and time which the Notice is sent:

 

Email

Designer's Email:

Client's Email:  

 

We agree to the terms and conditions as set out above dated effective as of the last date of signature below.