Fireside Website Development

Terms and Conditions

If you are reading this agreement it is likely because we have provided you with a website proposal or are considering working with Fireside Agency. These terms and conditions work together with your proposal to ensure that both parties are on the same page and have a clear understanding of our working relationship going forward.

  1. Authorization. By signing and returning your proposal you agree that you are employing Fireside Agency Inc., located at 21 Courtland St Orillia, On L3V 1A6 and you agree to the legitimacy of your proposal and this agreement.
  2. Project Elements. All deliverables pertaining to your project are outlined in your proposal. The signing of the proposal signifies that you agree to the fees for services as outlined in that proposal. We also agree to provide services as outlined in that proposal for the costs outlined within.
  3. Changes. Building a website is a lot like building a house. Once the blueprint has been approved, the foundation is laid, the frame is put up, the rooms are drywalled, floors are installed, paint is applied etc… Each phase is built upon what has been approved in the last phase. Web design is similar. We work with you to ensure that each stage is complete and to your approval before moving on. Sometimes things happen and something that has already been approved has to change. We get that, but please know that additional charges will apply equal to the time required to undo work that has already been completed and we will provide a quote for any additional charges for out of scope work requests.
  4. Website Updates. Your proposal includes minor client requested changes/updates for the first 14 days after the website is launched, including updating links and making minor changes to a sentence or paragraph. It does not include drastic maintenance or changes such as graphical changes or website restructuring.
    If you would like to make wholesale changes to your website at anytime a price or estimated price will be agreed upon before work begins in the form of an email or official quote.
  5. Warranty We provide 30 days of service ensuring the website is in full working order. Clients are responsible for ensuring their website is in good working order within this 30 day period. Any bugs will be fixed free of charge within this 30 day period. After this, our regular rates for maintenance work applies.
  6. Ongoing Support. We are always here to help. You can reach us by phone or email your account manager at any time after your website has been developed to fix issues, inquire about additional services or to answer general questions. We are always up for answering your questions but since we are a services agency, we don’t make money if we aren’t billing for our time! We’re not going to bill you every time we have a conversation but assisting clients with updating their website, fixing issues, marketing advice, general internet orientation education, webpage design, editing, modifying product pages and databases in an online store, photo editing, graphics services, helping clients learn how to use their own webpage editor, and other services of such complexity will likely incur additional costs. Once again, we will give you an idea of costs before we invoice you for anything.
  7. Website maintenance. Website hacking has become a huge issue over the last number of years. Hackers have gotten more aggressive and have developed lots of ways to compromise websites and use them to their advantage. By taking advantage of security holes in your website they can get them access to your server, which they will use to send out emails that may appear to be coming from you, setup fake websites or even store sensitive information like other people’s credit card info etc… I’ve written a series of blog posts on the topic if you’d like to learn more. We HIGHLY recommend that our clients maintain their website and in some instances we require that they do so. The best way to do this is with one of our maintenance packages. These offer you a convenient monthly payment that affords us the resources to stay on top of the security of your website proactively. Without a maintenance package we still perform review to try and alert you of any website vulnerabilities and respond if something happens but there are no guarantees. You can read our Hacked Website Policy here.
  8. Content Deadlines. You and Fireside must work together to complete your project in a timely manner. This type of project is a joint effort and we need you to dedicate your time and resources to this project until its completion. We agree to work expeditiously to complete the project. You are responsible for supplying us with the necessary feedback, text, items and graphics for the website in a timely matter. We will work with you to develop a Content Delivery Plan outlining dates in which we need the required items from you. If, at any point in the project your due date goes more than 7 business days overdue, your website will be put on hold for 10 business days and subject to a 5% ‘restart’ fee to be paid with the final invoice.  During that time, you will be expected to provide final content or allow Fireside to finish content for a proposed price.  If content is over 15 business days late and permission has not been given for Fireside to finish the content at an agreed price, Fireside reserves the right to archive the project sending a final invoice for any amount of unpaid work. We will expect this to be fully paid before we unarchive and start the project again, at which point the 5% restart fee will apply.  We have to do this in order to schedule other client work and manage our workload effectively.
  9. Assignment of Project. Fireside reserves the right to assign subcontractors to this project to ensure on-time completion.   You are responsible to provide forms necessary for working parties to sign if applicable. i.e. Non-disclosure, Non-Compete, etc…
  10. Limitation of Liability. In no event shall Fireside be liable to you, your company or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website if we had not previously been advised of the possibility of such damages and an agreement was made before the initial deposit is received.
  11. Copyrights and Trademarks. The client represents to Fireside and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Fireside for inclusion in the project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Fireside and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. Alternatively, Fireside and it’s sub contractors also agree to the same terms should they be providing text or graphics for use on the website.
  12. Laws Affecting Electronic Commerce. Should the governments enact laws and levy taxes and tariffs affecting Internet electronic commerce, the client agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Fireside and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
  13. Client and Third Party Site Modifications. Fireside is not responsible for any changes made to the site by any other party, or an authorized agent. If the client or an agent other than Fireside attempts updating the client’s pages, time to repair web pages will be assessed and a quote provided.
  14. Copyright & Ownership to Web Pages & Domain. Fireside will operate as an independent contractor for the duration of this project. This is not a Work For Hire agreement. Copyright to the finished assembled work of web pages produced by Fireside belongs to the client upon final payment of this contract. This includes design, graphics, text and html source code. Fireside retains ownership of, but assigns rights of use to the client for anything that can be deemed an “application” and can be re-used and re-sold to other clients. The client cannot use the website, in whole or in part, to aid in the creation of other websites, print material etc… Any licensed software not developed by Fireside (such as CGI, Pearl, PHP scripts) may be owned by another software company that has granted Fireside the right to initiate it into the client’s website, and does not grant the client ownership of the script. Fireside and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios, unless otherwise specified by the client. The client retains ownership of the domain name(s) bought through Fireside after the invoice is paid in full. Fireside reserves the right to withhold property such as domain names and copyright ownership if the client is in debt to Fireside.
  15. Payment of Fees. In order for Fireside to keep its rates low, payments must be made promptly. Bills will be deemed delinquent and assessed an interest charge calculated at 2%. Fireside reserves the right to remove web pages from viewing on the internet, after the 30 day period, until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred by that process.
  16. Sole Agreement. The agreement contained on this page, combined with the proposal provided constitutes the sole agreement between Fireside and the client regarding the project. Any additional work not specified in this contract will be handled separately.
  17. Refund Policy. Under no circumstances will Fireside provide a refund for work completed. We are paid for our time based on previous agreements and commitments made to Fireside by the client. The client may halt work at any point during the duration of this contract by mailing a certified letter to the Director of Fireside, 21 Courtland St Orillia, On L3V 1A6, or by providing a detailed email. If work done up to the point of cancellation is greater than the amount received from the client, an invoice will be sent for the difference that will be due upon receipt.
  18. Confidentiality. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of 1 year from the Effective Date.
  19. Miscellaneous. This contract shall be governed by the substantive laws of the Province of Ontario without regard to conflict of law principles. The contract constitutes the entire understanding and agreement between the parties hereto and their affiliates, with respect to its subject matter and supersedes all prior or contemporaneous agreements, representatives, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.We HIGHLY recommend that our clients maintain their website and in some instances we require that they do so.Bills will be deemed delinquent and assessed an interest charge calculated at 2%.

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