Statement of Work: New Design

New Design

Overview. We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both understand each other’s expectations, who should do what and what happens if things go wrong. In this Agreement you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In short, you are agreeing to hire, and pay ProGo the agreed upon amount found in your proposal, to design and develop a website based on your specifications.

Change Request. A “Change Request” is any request for work outside the scope of the Statement of Work. If such a request is made, ProGo will notify the Client and proceed only if the Client agrees to be invoiced hourly for the
additional work at a rate of $75 per hour. Developer will supply a time estimate and hourly rates must be agreed upon before proceeding. ProGo may also extend its delivery schedule. If the Change Request alters the scope of the project by more than 20%,
ProGo may submit a new proposal to the Client.

Payment

Invoice. ProGo will invoice the Client according to the Statement of Work. Client shall pay all invoices within 15 days of receipt.

Taxes. Client is responsible for paying all applicable taxes, including sales, use and value added taxes.

Late Payment. Overdue balances may be charged a monthly service fee of 1.5% (or the greatest amount allowed by law).

Additional Fees

In the event of unforeseen technical variables and/or Client’s failure to perform, Client may request ProGo to take measures to circumvent, solve, and/or investigate such event, and Client agrees ProGo has no obligation to perform such additional services. Nothing in this Section shall be deemed to require ProGo to perform Client’s responsibilities and/or obligations.
Should ProGo, in its sole discretion, agree to perform additional services, Client will be charged and is required to pay Additional Fees. Additional services include but are not limited to:
- Providing consultation;
- Programming, optimization, performance tuning and/or troubleshooting tasks initiated by Client;
- Correspondence with third party service providers, affiliates, and/or any other parties on Client’s behalf;
- Reconfiguration and/or restoration services; and
- Any/all similar activities of a support nature
- Client understands and agrees that the base rate for Additional Fees is $75/hour.

Delivery

Timeframe. ProGo will use commercially reasonable efforts to perform the Services outlined in the Statement of Work. Developer’s delivery time frame depends upon the Client’s prompt response to any questions or requests for Client materials, login credentials, etc. Client must respond to Developer inquiries within a maximum of 3 business days, preferably same day, in order for initial deadlines to be met. In cases of late response, ProGo is allowed as many days as the tardiness in response from the Client to complete the project.

ProGo and Client Responsibilities:

Text content

Unless agreed as part of the Proposal, ProGo is not responsible for writing copy for your website.

ProGo can provide professional copywriting and editing services, so if you’d like us to create new content, we can provide a separate estimate for that.

Graphics and photographs

When possible you should supply line art graphics files in an editable vector digital format preferably Adobe Illustrator (.ai). You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. ProGo will use photos and graphics for your site in accordance with best industry practice and applicable copyright laws.

WordPress, HTML, CSS and JavaScript

We deliver WordPress websites developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviors.

Browser testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience.

Mobile browser testing

Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:

iOS: Safari. Google Chrome Android: Google Chrome on Android Emulator.

We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.

Search Engine Optimization (SEO)

We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines.

Changes and revisions

ProGo to provide two (2) rounds of design updates per client feedback, additional feedback will be considered a change to the Scope of Services.

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

ProGo commits to use best efforts to satisfy the terms and obligations set out in the statement of work.

That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

ProGo does not guarantee that the information you provide is accurate and the work we do will be error free. Therefore we cannot be held accountable and you agree to indemnify us for any third party claims for damages. You agree to indemnify, defend and hold ProGo and its assignees, agents, officers and employees harmless from and against any claims, suits, proceedings, costs, liabilities, expenses (including court costs and reasonable legal fees), or damages (Claims) to real or tangible personal property and/or bodily injury to persons, including death, resulting from your site or its contents.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed sever able from this contract and shall not affect the validity and enforceability of any remaining provisions.

In the event there is a dispute related to any portion of this contract the parties agree to Arbitrate the issue and it will be resolved pursuant to the laws of the State of California

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying our work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

Further Client Responsibilities

Designate a point of contact (‘POC’) for receipt of any and all of ProGo’s operational communications regarding Migration Project and transmission of Client’s Migration Project decisions, information, approvals, and/or acceptance; provide prior written notice of any POC change, and to use commercially reasonable efforts to minimize any such change;
Understand and accept that ProGo’s responsibilities and obligations as set forth herein are dependent upon, among other things, the accuracy, assumptions, and representations made by Client, the timeliness of Client’s decisions, and the timeliness of Client’s performance of Client’s responsibilities and obligations.

ProGo’s non-performance shall be excused if such non-performance stems from Client’s failure to perform Client’s responsibilities and/or obligations, both express and implied, as set forth herein. Client agrees and acknowledges that in the event of Client’s failure to perform, ProGo has NO DUTY to incur additional costs (including but not limited to labor and software/hardware costs) in performing its obligations under the Agreement or investigate Client’s failure to perform.

Should Client fail to perform, Client agrees to pay ProGo the estimated cost set forth in the Agreement and acknowledges and agrees that this is fair and reasonable.

Limitation of Liability

The services and the work product of ProGo are sold “as is.” In no event shall Developer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Developer, even if Developer has been advised of the possibility of such damages.