WEB DESIGN AGREEMENT
 
This contract is for design day services between Pam Lauzon (hereinafter “Designer”) and Briana Carreau(hereinafter “Client”). Collectively, Designer and Client will be referred to as the “Parties.” Client hires Designer for web design services according to the terms set forth below.
 
1. Conditions
This Agreement will not take effect, and Designer will have no obligation to provide services, until: (a) Client returns a signed copy of this Agreement; (b) Client pays the initial Retainer called for under Paragraph 4; and (c) Designer acknowledges acceptance of Client by counter-signing this Agreement. Upon satisfaction of these conditions, this Agreement will be deemed to take effect.
 
2. Scope of Services
Included in this service, Designer will provide Client with the following:
  • Brand Guide
    • with logo, colours, fonts, image bank
  • Template setup for home/about/contact
  • YL page setup
  • Follow campaigns for new members, about to go inactive, existing members and oilaversary
  • Custom header and footer
These services will be referred as the “Services.” There is no guarantee of specific deliverables for the duration of this contract. Client and Designer will set up a one-hour strategy call to discuss website expectations, and design preferences. Client will be solely responsible for all website hosting and domain related purchases. 

3. Payment Terms
Client agrees to pay Designer $550 CAD (branding $150 plus site setup $400) (hereinafter “Total Price”) for the services and Deliverables considered in this Agreement. 

4. No Guarantees
Client understands that legal requirements on website compliance are ever-changing and complex. Designer does not guarantee compliance with any laws including, but not limited to, laws on website accessibility, website privacy, the GDPR laws, and any other laws that may pertain to the Services or purpose of this Agreement. Client understands that it is their responsibility to seek legal counsel and take any necessary steps to make their website legally compliant in any jurisdictions necessary.

5. No SEO Guarantees
While the parties understand that search engine optimization (“SEO”) is an important aspect of website performance, Designer makes no guarantees with regard to SEO. Client understands that SEO is subject to algorithm changes and fluctuations in competitors and rankings.

6. Intake
Once payment is received, Client will complete the intake form and provide the following assets to the Designer:
  • Intake form
7. Timeline
Designer will begin work on or after January 26, 2024 (“Estimated Start Date”) based on when the Client provides payment, completes the intake form and submits any required assets.
 
8. Cancellation
Client may not cancel the services after the estimated start date and no refunds are offered on or after the estimated start date. The Designer may cancel this project without refund if the Client is unresponsive in communication and delivery of required assets after 21 days. 

9. Communication & Completion
Client agrees to be available for communication regarding the delivery of services on the agreed upon design days. Designer agrees to be available to fix any issues with the website reported to Designer by Client via email for four weeks after the final design day.

10. Marketing
Designer may use any work product created under this Agreement as part of their portfolio, which may include displaying the work on their website, YouTube channel, or any other social media platforms.

11. Expenses. 
Client agrees to reimburse Designer's expenses. Designer will get pre-approval from Client before incurring any expenses.

12. Additional Revisions
Should Client wish to get additional revisions beyond those provided under Paragraph 2, Client may request those provisions. Designer, at their discretion, will provide an estimate to Client of the cost for these revisions based on Designer’s hourly rate of $50/hr CAD. Client may then give designer approval to complete the revision. Designer will then add the fee onto the next invoice sent to Client. If Client has already paid the Total Fee in full, Designer will invoice Client separately for these Costs, and Client agrees to pay the invoice within seven (7) days.

13. Final Delivery
Upon Client’s payment of the prior invoice and approval of the Deliverables, Designer will deliver to Client the approved deliverables within seven (7) days. Designer will deliver the approved deliverables via [Google Drive, email, etc.]. 
 
14. Work for Hire
All Deliverables Designer creates under this Agreement shall be considered Work Made for Hire as defined by the law and shall be owned by and for the express benefit of Client. Designer assigned to Client all rights, titles, and interest in work produced by Designer under this Agreement.
 
15. Text Content
 Designer is not responsible for writing any text copy. Client is responsible for providing written copy to Designer.
 
16. Raw Files
Designer will not deliver raw files to Client unless Client has granted Designer access to Client's Canva account.. Raw files are defined as Canva graphics Should Client wish to obtain raw files, Designer will provide an estimate for these.

17. Use of Third Party Resources
Designer may use images, photos, fonts, and other design elements from third party platforms like Canva and stock photography companies. Designer agrees to use these elements according to the licensing allowances of the programs.
 
18. Link in Website
Designer will place a link to Designer’s website in the footer of Client’s website. Client agrees to retain this link in the footer, so long as Client is still using the website and design created by Designer. 
 
19. Drafts
All drafts, sketches, templates, and proposals are the property work of Designer. None of these drafts, including may be reproduced or transmitted in any form, or by any means, electronic or mechanical, for any purpose without the express written permission of Designer.
 
20. Warranties by Client
Client represents and warrants to Designer that Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of any material provided by Client to Designer for use in the Services (hereinafter “Client Content”). To the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Project, does not and will not violate the rights of any third parties. Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials.
 
21. Delays
Client understands that prompt communication is necessary in order for Designer to meet its obligations under this Agreement. As such, Client agrees to make best efforts to respond to requests for approvals and requests for Materials with the necessary information or Materials from Client on the scheduled design day. Furthermore, Client agrees that should Client fail to be responsive to Designer communications for twenty-one (21) or more days, Designer may cease work under this Agreement and will require a “Restart Fee” from Client before beginning work again under this Agreement. The Restart Fee will be equal to ten percent (10%) of the Total Fee. If Client is continually late in responding to the Designer, Designer may choose to cancel this agreement in accordance with Paragraph 6, Cancellation.

22. Limit of Liability
Liability shall be limited to the Retainer amount. Except as prohibited by law, Designer  shall not be liable to Client or to any other person or entity for any general, punitive, special, indirect, for consequential or incidental damages, or lost profits, or any other damages, costs or losses arising out of the Designer services, materials, or products, including attorney’s fees and related expenses of litigation and arbitration. Except as prohibited by law, to the extent there is liability found as to the Designer, such recovery is limited to the amount the Client paid for materials, products, or services.
 
23. Indemnification and Release
To the extent permitted by law, each party hereby agrees to protect, indemnify, defend, and hold harmless the other and their respective managers, officers, members, partners, affiliates owners, shareholders, beneficiaries, and their respective employees, agents, and contractors (collectively, "Representatives") against all claim/losses, liabilities, damages, expenses, and costs arising out of or connected with the negligence or intentional misconduct of such party or its Representatives. 
 
24. Force Majeure
Designer shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Designer including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, inDesignersion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

25. Attorney's Fees. 
Should any litigation be commenced between the parties to this Agreement, concerning any provision of this Agreement or the rights and obligations of any party, the prevailing? party shall be entitled reimbursement of a reasonable sum of their attorney's fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.
 
26. Waiver. 
No waiver of any default by any party or parties to this Agreement shall be implied from any omission by a party or parties to any action on account of such default. If such default persists or is repeated, no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated.
 
27. Article Headings. 
All article, paragraph, and section headings set forth in the Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or any of the provisions thereof.
 
28. Severability. 
If any provision of this Contract shall be declared invalid or unenforceable, such provision shall be deemed eliminated from this Contract, and all remaining provisions shall continue in full force and effect.
 
29. Modification by Subsequent Agreement
This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.
 
30. Mediation
To the extent Client attempts to assert any such claim relating to this Agreement or to services provided from Designer to Client, Client hereby expressly agrees to present such claim only in the small claims courts in British Columbia, Canada.

31. Governing Law. 
This Contract shall be governed by and interpreted under the laws of British Columbia, Canada.
 
32. Sole and Only Agreement. 
This Contract contains the entire understanding between the parties with respect to the subject matter and supersedes any and all other prior written Contracts and understandings (whether oral or written) between the parties. No amendment or modification of this Contract shall be effective unless executed in writing by both parties.
 
33. Assignment; Successors and Assigns. 
Client agrees that Client will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement. Any such purported assignment, transfer, or delegation shall be null and void. Client represents that Client has not previously assigned or transferred any claims or rights released by him pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, attorneys, and permitted assigns. This Agreement shall not benefit any other person or entity except as specifically enumerated in this Agreement.
 
34. Counterparts 
This Agreement may be executed in counterparts, and if so executed and delivered, all of the counterparts together shall constitute one and the same Agreement. A facsimile signature may be treated as an original, and each party agrees to deliver to the other party an original executed Agreement within seven (7) days of execution.
 
I, undersigned Client, hereby warrant that I am of full age and have every right to contract in my own name in the above regard. I state further that I have read the above authorization and release prior to the execution and that I am fully familiar with its contents.

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