Terms & Conditions
1. Authorization. The above-named client is employing Vital Utility, located at 3951 Fairmount St Los Angeles, CA 90063 for the specific project of Website development. By signing this document, __(the client). Client and Vital Utility, agree as to the legitimacy of this contract.
2. Project Elements. Development of an ecommerce website with features mentioned in Scope of work. To develop Website, website maintenance, SEO, and E-mail Marketing at the client request. The website will be developed on PHP/MySQL platform with supporting languages such as HTML5, AJAX, Javascript, JPEG etc.
3. Maintenance and Monthly Rate. This agreement of six months includes webpage maintenance after the website is completed, including updating links and making minor changes if any. Updating any Website Updates, Staff Changes, Service Changes, etc.…$100 (waived with packages) once the site goes live, on a monthly basis.
Changes requested by the client beyond those limits will be billed at the monthly rate of $90 per hour. This rate shall also govern additional work authorized beyond the maximums specified above for services such as general internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, photo editing, graphics services, and helping clients learn how to use their own webpage editor.
4. Web Hosting. By using Vital Utility hosting services, you agree to the terms listed below at the end of this contract. If you wish not to work with our hosting we would need you to provide us all the details of the hosting upon completion of the website. Until then the project will be in our product-hosting environment, $140 per year.
5. Completion Date. Vital Utility and the client must work together to complete the project specified above in a timely manner. We agree to work expeditiously to complete the project.
The client is responsible for supplying Vital Utility with complete text and the necessary items and graphics that are not developed by Vital Utility for the web pages in a timely manner. The total development time is 4-6 Weeks (Saturdays, Sundays and National Holidays will not be accounted for) from the start of the project.
The client has 10 days within the date of this contract to supply all information necessary to complete the website. If after 10 days Vital Utility has still not received the information necessary to complete the project, then the client has to ensure that they are provided while development. We would request you to give your attention to this, as this would cause possible extended spending and the deliverables resulting delays
6. Assignment of Project. Vital Utility reserves the right to assign subcontractors to this project if required to ensure on-time completion.
7. Limitation of Liability. In no event shall Vital Utility be liable to the client 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 Vital Utility has not previously been advised of the possibility of such damages via this contract or formal letter on hard copy faxed to the office of Vital Utility. 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.
8. Copyrights and Trademarks. The client represents to Vital Utility and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Vital Utility 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 Vital Utility and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
9. Laws Affecting Electronic Commerce. From time to time 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 Vital Utility and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
10. Client and Third Party Site Modifications. Vital Utility 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 Vital Utility attempts updating the client’s pages, time to repair web pages will be assessed at the hourly rate of $100 per hour, and is not included as part of the updating time.
11. Copyright & Ownership of Website & Domain. Copyright, ownership, and all rights of web pages, graphics, print templates, and text contained in the finished assembled website produced by Vital Utility belongs solely and exclusively to (the client). upon final payment of this contract. Rights to photos, graphics, source code, work-up files, and computer programs are specifically transferred to the client, and remain the property of their respective owners. Any licensed software not developed by Vital Utility (such as CGI, Pearl, PHP scripts) may be owned by another software company that has granted Vital Utility the right to initiate it into the client’s website, and does not grant the client ownership of the script. Vital Utility 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) if bought through Vital Utility after the invoice is paid in full. Vital Utility reserves the right to withhold property such as domain names and copyright ownership if the client is in debt to Vital Utility.
12. Payment of Fees.
(see scope of work)
Balance payment will be made upon completion of the project before making it live on the clients serve (see scope of work). Bills will be deemed delinquent and assessed a 2% charge if payment is not received within 10 days after the due date or signing of this contract. If an amount remains delinquent 10 days after its due date, an additional 2% penalty will be added for each month of delinquency. Vital Utility reserves the right to remove web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred by that process. If delay through the bank-to-bank transfer occurred and takes more than three days this will not be considered as part of the ten days.
13. Sole Agreement. The agreement contained in this “(see scope of work)” constitutes the sole agreement between Vital Utility and the client regarding the project outlined above and in the approved proposal. Any additional work not specified in this contract must be authorized by a written change order. This Agreement has a minimum term of three months. Client is responsible to pay the fees for a minimum period of three months. Client has the option to pay the minimum term amount of (See Scope Of Work) in full upon execution of this Agreement. If the client desires to make monthly payments, those monthly payments will be (See Scope Of Work) a month for a period of no less than six months. Retainer will be canceled after it reaches See Scope Of Work and above.
14. Governing Law; Jury Waiver; Consent to Jurisdiction. This Agreement (together with any and all modifications, extensions and amendments of it) and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely in such state, without giving effect to the conflict or choice of law principles thereof. The failure of Vital Utility to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance. Waiver by Vital Utility of a breach of any provision contained herein must be in writing, and no such waiver may be construed as a waiver of any other and/or succeeding breach of such or any other provision of this Agreement, or a waiver of the provision itself. For all matters arising directly or indirectly from this Agreement (“Agreement Matters”), Client hereby (i) irrevocably consents and submit to the sole exclusive jurisdiction of the state and federal courts located in the State of California, County of Los Angeles (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, lawsuit, arbitration, mediation, or other legal or quasi legal proceeding (“Proceeding”) directly or indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement shall be entitled to enforce an order or judgment of any such court in any United States or foreign court having jurisdiction over the other party, (ii) irrevocably waive, to the fullest extent permitted by law, any objection that Client may now or later have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in any such court has been brought in an inconvenient forum, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to a trial by jury in connection with a Proceeding, (v) covenant that Client will not, directly or indirectly, commence any Proceeding other than in such courts, and (vi) agree that service of any summons, complaint, notice or other process relating to such Proceeding may be effected in the manner provided for the giving of notice as set forth in this Agreement.
15. Force Majeure. Vital Utility shall not be responsible for any failure to perform beyond its reasonable control, including, without limitation acts of God, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, COVID-19 and other health-related catastrophes, or interruptions in telecommunications or internet services, third party vendors or network provider services.
16. Initial Payment. Payment of the base fee will be made as follows: First Payment of __(see scope of work)__
17. Refund Policy. We do not provide any refunds. Once the work is started we are committed to deliver as per the requirements and we will ensure that it will be done as agreed upon.
18. Miscellaneous. This contract shall be governed by the substantive laws of the State of California 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. Non verbal communication would be considered as proof to agreements. Everything needs to be written, agreed upon and signed by both the parties.
19. Personal Guarantee. The undersigned Guarantor (s) in order to induce creditor name to extend credit to applicant herein, does hereby unconditionally personally guarantee all sums which may be owed by applicant to creditor name whether said indebtedness is due now or hereafter incurred and whether the indebtedness arises from open account, cod or otherwise. The guarantee is continuing and shall continue to apply to all indebtedness which applicant may hereafter incur, renew, or extend in whole or in part with creditor name all without notice to undersigned guarantor (s). Creditor Name may modify the indebtedness, accept, or release collateral, or release the applicant, with releasing the undersigned guarantor (s). The undersigned guarantor (s) waives notice of acceptance of guaranty.
20. Summary. Our agreed fees for the services we describe above in total: PLEASE SEE THE SCOPE OF WORK.