Standard Design + Development Terms and Conditions

1. STANDARD TERMS AND CONDITIONS

These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Ketchum, Killum & Wynn Creative Inc. for its clients. The agreement, and liability, lands directly on the person who’s name is on the contract regardless who pays the invoice, signed, or unsigned.

2. OUR FEES AND DEPOSITS

100% of the specified total fee is payable under our proposal is due immediately upon you instructing us to proceed with the website design and/or development work, plus any associated transaction fees if paying with credit card or PayPal or through the Partner Payment Portal. All work is not refundable if the development work has been started and you terminate the contract for any reason. Any and all training, customization work, app integrations, theme update projects, shipping configurations, POS projects, website review reports or migration projects are Non-Refundable.

3. SUPPLY OF MATERIALS

You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to business credit card information, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount. Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.

4. VARIATIONS

We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to and will charge for additional designs if you make a change to the original design specification. Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of $200.00 USD per hour.

5. PROJECT DELAYS AND CLIENT LIABILITY

Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process. Please make note that if, for any reason, we don’t receive any communication from you lasting more than 5 calendar days, we will assume you have abandoned this project, we can elect to treat this contract as at an end and no money will be refunded.

6. APPROVAL OF WORK

On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed. Only 2 rounds of edits will be allowed per project. Additional edits will be invoiced at $200 USD an hour.

7. REJECTED WORK

If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and you agree to pay any outstanding balances for any work performed on the project.

8. PAYMENTS

Upon completion we will invoice you for any remaining balances on the project, if any exist. Payment milestone must be adhered to. If you have any balance that has gone unpaid for more that 30 days, we will send it to collections, regardless if we’re still working on your project. A late fee of 10% per month will be applied to all outstanding balances.

9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications. You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.

10. LICENSING

At the end of the development project and both parties sign off on completion, we grant to you the license for the theme used to create the website and its related software and contents for the life of the website. If you need additional support, you, the website owner will be obligated to pay for any and all support from the theme developer.

11. SEARCH ENGINES and SITE SPEED

We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization along with JSON Schema SEO according to current best practice. Any position you had in search engines (Google, Bing, etc) will change due to the changes made creating a new website. You agree that we will not be held responsible for any lost revenue as a result of any work performed. You also agree that we will not be held responsible for any loss of site speed or load time results. Many factors are involved in managing website speed and load times. You agree to indemnify us and hold us harmless from any claims or legal actions related to the content load times, SEO page ranking, website ranking, reciprocating links to your website and anything related to SEO for your website.

12. CONSEQUENTIAL LOSS

We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.

13. DISCLAIMER

To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Ketchum Killum & Wynn Creative Inc. under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.

14. SUBCONTRACTING

We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

15. REVIEW & ANALYSIS

If we provide a review & analysis of your website, the total cost of the written review is non-refundable. We will find deficiencies with your current website and that, in turn, might upset you as a site owner. We are not responsible for any deficiencies we find and bring to your attention. As a bonus, If you use Ketchum, Killum & Wynn for any of the recommended website updates / edits found in your report, the entire cost of the review & analysis will be used a credit for the overall project cost.

16. ADDITIONAL EXPENSES

You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting, transaction fees, or comparable expenses.

17. BACKUPS

You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.

18. DOMAIN NAMES, WEB HOSTING, EMAIL ACCOUNTS

We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred. If we need to adjust / edit or change any domain A records, TXT files, MX records, CNAMES, we will not be held responsible for any loss of revenue, emails or business resulting in the changes above.

19. GOVERNING LAW

The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Canada. You and Ketchum Killum & Wynn Creative Inc. submit to the non-exclusive jurisdiction of the courts in and of Canada in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.

20. CROSS BROWSER COMPATIBILITY

By using current versions of well supported e-commerce content management systems such as “Shopify”, we endeavour to ensure that the web sites we create are compatible with the most recent version of Chrome only. Third party extensions, where used, may not have the same level of support for all browsers.

21. TRANSLATION

Please note that with any page translation or language changing app the products cannot be translated on the checkout page and in your notifications and will always show up in your base language for those sections. Custom shipping/payment texts cannot be translated on the checkout page either. It is the business owners responsibility to check the accuracy of all translations within your website.

22. E-COMMERCE

You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Ketchum Killum & Wynn Creative Inc. and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

23. SUPPORT

We offer post launch support outlined in the deliverables list. Support is based on realistic expectations. If you need help or support with any aspect of the website please email us your support request and we will due our best to respond and address your support query within 24 to 48 hours. Support does not include “On-Call” support - meaning calling or texting repeatedly throughout the work day, weekends, or holidays is not included in our support agreement. If you or your team changed / edited / broken / messed up your website and you want us to immediately FIX the issue, there will be a $200 USD per hour charge paid in advance before work is started.

24. CONFIDENTIALLY / NON-DISCLOSURE AGREEMENT

Both parties agree that we will not, at any time, disclose any confidential information to any third party. In short; neither of us will share any confidential information about each-other, by any means, positive or negative, with anyone else.

25. MINDREADING

This clause has been added to help during the design & development process. You fully understand and agree that we have less than zero, meaning, no ability to read your mind when it comes to your design needs or wants. Please communicate all wants and needs before and during the design phase of the project. Please have compassion and understanding that, though we do employ a mind reader from time to time, our ability to assume things is out of the scope of work and not part of the project.

26. ACCURACY

Ketchum, Killum & Wynn Creative Inc. will make every effort to ensure the accuracy of any work performed. This includes migration of data, product creation and shipping configurations. It is the site owners responsibility to review all migrated data and products created to ensure the accuracy of the work. Shipping configurations using Third Party Calculated Rates are subject to a little more leeway in terms of accuracy. The unpredictability of fulfillment providers like, but not limited to, USPS, Canada Post, UPS, FedEx, DHL, Purolator, Royal Mail, Australia Post, NZ Post, etc, opens up inaccuracy variables. Location, speed, ship times, box dimensions, weight are all included in the variables. We are not responsible for inaccurate shipping rates and cannot guarantee exactly perfect accurate shipping rates for any shipping configuration project. We will strive to get the rates as close as possible during the testing phase before publishing rates.

27. SUBSCRIPTIONS

Our Monthly Website Support Subscriptions offer comprehensive, tailored solutions to meet the specific needs of your business's online presence. Each subscription plan is meticulously designed to ensure that your website operates smoothly, remains up-to-date, and continues to deliver an exceptional user experience.

Subscription Deliverables - Before the commencement of any subscription, we work closely with you to outline a clear and concise list of deliverables. These deliverables are agreed upon and documented to ensure mutual understanding and alignment. Our commitment is to provide services strictly based on this predefined list. Any work outside the agreed-upon deliverables will not be included in the monthly subscription and would require a separate agreement.

What’s Not Included:

• 24/7 Assistance: Our monthly support subscriptions do not provide 24/7 assistance or contact help. Support is provided during standard business hours and within the framework of the deliverables agreed upon before the subscription begins.

• Additional Services: Any services, tasks, or requests not explicitly listed in the agreed-upon deliverables will not be included in the monthly subscription. Any additional work will require a separate discussion and agreement.

The structure of our monthly support subscriptions ensures that there are no surprises, and you know exactly what to expect. If your needs change or evolve, we are always available to discuss adjustments to the deliverables for future months, with any changes requiring mutual agreement.

Last updated: August 22, 2024