Web Design and Development Service Agreement

By signing below or by submitting payment, the Client agrees to the following terms. This Web Design and Development Service Agreement ("Agreement") is between Winterhoff Internet Solutions, Inc. ("Winterhoff") and the party receiving the services ("the Client"), for the services described in the attached quote.

1. Description of services

Winterhoff will provide the services detailed in the attached quote. Services are performed during Winterhoff's normal business hours, Monday to Friday, 9 a.m. to 5 p.m. Eastern.

2. Payment

The Client will pay the total amount shown on the payment agreement or quote, on the schedule the quote lists.

3. Term

Winterhoff will perform the services for the duration of the project as detailed in the quote. After the project, additional services are performed as needed at Winterhoff's standard hourly rate stated in the quote. Termination is covered in Section 9.

4. Relationship of the parties

Winterhoff is an independent contractor and not an employee of the Client. The Client will not pay compensation to Winterhoff's agents or employees beyond the amounts in the quote.

5. Liability of the parties

  1. The Client is the owner and publisher of its website content. It is responsible for the accuracy of that content and for securing the rights to use any photography, text and graphics it supplies, plus any other responsibilities listed in the quote.
  2. The Client is responsible for its own compliance with applicable local, state and federal laws and regulations.
  3. Winterhoff's liability applies only to the services needed to complete the agreed project, including technical services and program code written by Winterhoff. It does not include any service, product or code provided by a third party and used in the project.
  4. Winterhoff's liability after the launch date is limited to the warranty in Section 8 and any additional guarantees stated in the quote.

6. Confidentiality

Except as required by the Ohio Public Records Law, Ohio Revised Code 149.43, Winterhoff will not use for its own benefit, or disclose in any way, information that is proprietary to the Client. Winterhoff will protect such information and treat it as strictly confidential, during and after this Agreement. Confidential information includes passwords, security protocols, and computer-generated data about the project or the Client's operations.

7. Responsibilities of the parties

  1. The Client will provide the access, information and content Winterhoff requests in a timely manner, so the project schedule is not delayed.
  2. Winterhoff will provide the labor to complete the services and will coordinate with any third-party vendors needed to complete the project.

8. Warranty

Winterhoff warrants against browser incompatibility for one year from the date the project is completed. Browser incompatibility means 10 percent of the site's intended features not working in the top four web browsers, as shown by the Client's own site analytics. This does not include layout issues caused by user customization or system-specific fonts, or any third-party service or browser plug-in.

9. Termination

Either party may end this Agreement, for any reason, by written notice to the other party. Termination takes effect when the notice is received. Termination does not forfeit or reduce balances owed for work already performed, or for damages caused by a breach of either party's obligations under this Agreement.

10. Entire agreement

This Agreement, together with the attached quote, is the entire agreement between the parties. It may be changed only by a written amendment signed by both parties.

11. Project changes

If project requirements change during development, additional fees may be needed to finish the project. Both parties will discuss and agree to any additional fees in writing before the work is performed.

12. Hosting and other notices

To ensure site performance, all sites must be hosted with a hosting facility approved by Winterhoff. The Client may use a third-party host or Winterhoff's managed hosting, which is governed by a separate Hosting Agreement and starts when the site is published. Quoted prices do not include writing services, stock photography or videography unless the quote lists them.

Print this page for your records.