Terms & Condition
Introduction
Parties: This agreement (“Agreement”) is entered into between CodeXnebula (“Provider”), a web development company with its principal place of business at [Provider Address], and [Client Name] (“Client”), with its principal place of business at [Client Address].
Purpose: The Agreement outlines the terms and conditions governing the custom web development services provided by CodeXnebula to the Client. These services include but are not limited to website design, development, and maintenance, as specified in the project proposal or statement of work agreed upon by both parties.
Scope: The scope of services provided by CodeXnebula may include, but is not limited to, the following:
- Consultation and analysis of client requirements.
- Design and development of a custom website according to client specifications.
- Integration of third-party software or components as necessary.
- Testing and quality assurance to ensure the website meets the client’s expectations.
- Training and support for the client’s staff in managing and updating the website.
- Ongoing maintenance and support services post-launch, as agreed upon in a separate maintenance agreement.
Exclusions: The following services are expressly excluded from the scope of this Agreement:
- Content creation, including but not limited to text, images, and videos.
- Search engine optimization (SEO) services.
- Web hosting services, unless otherwise specified in writing.
- Domain name registration or management services.
Acceptance: By signing this Agreement, both parties acknowledge that they have read, understood, and agreed to the terms and conditions outlined herein. This Agreement shall be effective as of the date of the last signature below.
Client Responsibilities
Providing Necessary Materials: The client is responsible for providing all necessary materials for the website, including logos, images, text content, and any other assets required for the project.
Feedback and Approvals: The client is expected to provide timely feedback on design mockups, development milestones, and any other deliverables. Approvals should also be provided promptly to avoid delays in the project timeline.
Timely Communication: The client should maintain open and timely communication with CodeXnebula throughout the project, responding to inquiries and requests for information in a timely manner.
Payment: The client is responsible for making timely payments according to the agreed-upon payment schedule outlined in the project proposal or agreement.
Consequences of Client Delays or Failure to Fulfill Responsibilities:
Project Delays: Client delays in providing necessary materials, feedback, or approvals may result in project delays, impacting the overall timeline and potentially incurring additional costs.
Additional Charges: If client delays result in increased project scope or require additional work beyond the original agreement, CodeXnebula reserves the right to charge additional fees for the extra work.
Termination of Services: In extreme cases of prolonged client delays or failure to fulfill responsibilities, CodeXnebula reserves the right to terminate the agreement, with any outstanding fees becoming immediately due and payable by the client.
Intellectual Property Rights
Ownership Rights: Upon full payment, CodeXnebula assigns to the client all rights, title, and interest in and to the website, including all intellectual property rights. This includes the website design, code, graphics, and other deliverables produced as part of the project.
Third-Party Software: Any third-party software or components used in the project will be subject to their respective licensing terms. CodeXnebula will ensure compliance with these terms and may provide the client with copies of relevant licenses upon request.
Client Rights to Pre-existing Materials: The client retains all rights to any pre-existing materials provided to CodeXnebula for use in the project. CodeXnebula will not claim ownership or seek to restrict the client’s use of these materials outside of the project scope.
Revisions and Change Requests
CodeXnebula understands that clients may require revisions or changes to the project during the development process. Our policy regarding revisions and change requests is as follows:
Initial Scope: The project proposal or statement of work will outline the scope of work and deliverables agreed upon by both parties. Any revisions or changes requested that fall within this initial scope will be accommodated at no additional cost.
Change Requests: If the client requests changes or additions to the project that are outside the initial scope, CodeXnebula will assess the impact on the project timeline and cost. A change request document will be provided outlining the proposed changes, any additional costs, and the impact on the timeline.
Limitations: While we strive to accommodate client requests, there may be limitations to the number of revisions or changes included in the agreed-upon price. This limit will be specified in the project proposal or agreement. Additional revisions or changes beyond this limit may incur additional fees.
Communication: CodeXnebula will maintain open communication with the client throughout the revision process, providing regular updates on the status of requested changes and any associated costs or timeline adjustments.
Client Approval: All revisions or changes will require client approval before implementation. The client will have the opportunity to review and provide feedback on proposed changes before they are finalized.
Confidentiality
Confidentiality Obligations: Both parties agree to maintain the confidentiality of all information shared during the project, including but not limited to project details, business strategies, trade secrets, and any other sensitive information. This obligation extends to employees, contractors, and any third parties involved in the project.
Handling of Confidential Information:
- Access: Access to confidential information will be limited to individuals directly involved in the project who have signed a confidentiality agreement.
- Protection: Confidential information will be stored securely and protected from unauthorized access, use, or disclosure.
- Use: Confidential information will only be used for the purpose of the project and will not be disclosed to any third party without prior written consent.
- Retention: Confidential information will be retained only for as long as necessary for the purpose of the project, and will be securely destroyed or returned upon completion of the project.
Exceptions: Confidential information does not include information that:
- Is or becomes publicly known through no fault of the receiving party.
- Was already in the receiving party’s possession prior to disclosure.
- Is independently developed by the receiving party without reference to the disclosing party’s confidential information.
- Is required to be disclosed by law or court order, provided that the receiving party gives prompt notice to the disclosing party to allow for protective measures.
Dispute Resolution
Process for Resolving Disputes:
- In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.
Mediation:
- If the parties are unable to resolve the dispute through negotiations, they agree to submit the dispute to mediation. The mediator will be selected by mutual agreement of the parties, or if no agreement can be reached, by [mediation service/provider].
Arbitration:
- If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of [arbitration service/provider], and the decision of the arbitrator(s) shall be final and binding.
Jurisdiction and Governing Law:
- This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of [Jurisdiction].
Costs:
- Each party shall bear their own costs associated with mediation or arbitration, including attorneys’ fees and other expenses, unless otherwise agreed upon by the parties or awarded by the mediator or arbitrator(s).
Enforcement:
- The parties agree to comply with any decision or award rendered in mediation or arbitration and to take any actions necessary to enforce such decision or award.
Continued Performance:
- Notwithstanding the existence of any dispute, both parties shall continue to perform their respective obligations under this Agreement to the extent possible and in good faith.
Acceptance
By engaging the services of CodeXnebula, the Client agrees to the terms and conditions outlined in this Agreement.
Client Acceptance:
To indicate acceptance of this Agreement, please sign and return a copy of this Agreement to CodeXnebula. Alternatively, acceptance can be indicated by email confirmation or by proceeding with the project after receiving this Agreement.
Upon receipt of the signed Agreement or email confirmation, CodeXnebula will consider the Agreement accepted and will proceed with the project in accordance with the terms outlined herein.
This Agreement shall be effective as of the date of acceptance by the Client.
[Signature] for CodeXnebula [Signature] for Client
Instructions for Client Acceptance:
- Print out a copy of the Agreement, sign it, and return it to CodeXnebula.
- Scan or take a photo of the signed Agreement and email it to CodeXnebula.
- Respond to this email confirming acceptance of the Agreement.
- Proceed with the project after receiving this Agreement, indicating acceptance of the terms and conditions.
Contact Information
For any inquiries or concerns regarding this Agreement, please contact CodeXnebula at:
- Codexnebula@gmail.com
- +1 (336) 773-8363
Services Provided
Description: CodeXnebula provides comprehensive custom web development services tailored to meet the client’s specific needs. This includes:
- Consultation: Initial discussions to understand the client’s requirements, objectives, and vision for the website.
- Design: Creating a visually appealing and user-friendly design for the website, focusing on branding, aesthetics, and functionality.
- Development: Building the website using the latest web technologies and programming languages to ensure a responsive and high-performance site.
- Testing: Thorough testing of the website across different browsers, devices, and screen sizes to ensure compatibility and functionality.
- Deployment: Launching the website on the client’s server or hosting platform, ensuring a smooth transition from development to live environment.
- Maintenance: Providing ongoing support and maintenance services to keep the website updated, secure, and optimized for performance.
Limitations: However, there are certain limitations to the services provided by CodeXnebula, which include:
- Third-Party Software Installation: CodeXnebula does not install or configure third-party software or plugins unless explicitly agreed upon in writing.
- Content Creation: CodeXnebula does not provide content creation services, such as writing copy, creating images, or producing videos for the website.
- SEO Services: CodeXnebula does not offer search engine optimization (SEO) services, including keyword research, on-page optimization, or link building, unless specified in a separate agreement.
Payment Terms
Payment Structure: The payment structure for CodeXnebula’s services is as follows:
- Upfront Fees: A deposit of [XX]% of the total project cost is required before work commences.
- Milestones: Payment milestones will be outlined in the project proposal and correspond to specific deliverables or stages of the project.
- Final Payment: The remaining balance is due upon completion and delivery of the final project.
Invoicing Procedures: CodeXnebula will issue invoices according to the agreed-upon payment schedule. Invoices will be sent electronically to the client’s designated billing contact.
Payment Methods: Payments can be made via bank transfer, credit card, or other agreed-upon methods. Details for payment will be provided on the invoice.
Consequences for Late Payments or Non-Payment:
- Late Payments: Late payments may incur a late fee of [XX]% of the outstanding balance for each week payment is overdue.
- Suspension of Services: CodeXnebula reserves the right to suspend work on the project until outstanding payments are received.
- Legal Action: In cases of persistent late payments or non-payment, CodeXnebula may take legal action to recover the debt, with any legal fees incurred by the client.
Project Timelines
Estimated Timelines: The estimated timeline for project completion is [X] weeks/months from the project start date. Milestones and deliverables will be outlined in the project proposal and may include:
- Design Phase: [X] weeks/months for initial design concepts and client feedback.
- Development Phase: [X] weeks/months for website development, including coding, testing, and revisions.
- Testing and Launch: [X] weeks/months for final testing, client approvals, and website launch.
Factors Affecting Timeline:
Client Delays: Timely feedback and approvals from the client are crucial to keeping the project on schedule. Delays in providing content, feedback, or approvals can impact the overall timeline.
Scope Changes: Any changes to the project scope or requirements can affect the timeline. CodeXnebula will assess the impact of scope changes and provide revised timelines and cost estimates if necessary.
Third-Party Dependencies: Dependencies on third-party services or components can also affect the timeline. CodeXnebula will communicate any delays caused by third parties and adjust the timeline accordingly.
Termination
Conditions for Termination:
- Client Termination: The client may terminate the agreement at any time by providing written notice to CodeXnebula. The client will be responsible for all fees incurred up to the termination date.
- CodeXnebula Termination: CodeXnebula may terminate the agreement if the client fails to fulfill their obligations under the agreement, including but not limited to non-payment, failure to provide necessary materials or approvals, or breach of the agreement terms.
Process for Termination:
- Notice: The terminating party must provide written notice of termination to the other party, specifying the effective date of termination.
- Final Payment: Upon termination, the client must pay any outstanding fees or costs incurred up to the termination date.
- Transfer of Assets: CodeXnebula will provide the client with any completed work or assets related to the project, upon receipt of final payment.
- Penalties or Fees: If the client terminates the agreement without cause, they may be responsible for a termination fee as outlined in the project proposal or agreement. If CodeXnebula terminates the agreement due to client breach, the client may forfeit any deposits or payments made.
Effect of Termination:
- Work Stoppage: Upon termination, CodeXnebula will cease all work on the project and will not be obligated to complete any remaining work.
- Ownership Rights: Any completed work or assets provided to the client prior to termination will remain the property of the client, subject to any licensing or intellectual property rights.
- Confidentiality: Both parties agree to maintain the confidentiality of any information shared during the project, even after termination of the agreement.
Liability and Indemnification
Limitation of Liability:
- CodeXnebula’s liability for any damages arising from the services provided shall be limited to [X]% of the total project cost or [dollar amount], whichever is less.
- In no event shall CodeXnebula be liable for any consequential, incidental, indirect, special, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data.
Client Indemnification:
- The client agrees to indemnify, defend, and hold harmless CodeXnebula, its employees, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising from or related to:
- The client’s use of the website or services provided by CodeXnebula.
- Any breach of the agreement or violation of applicable laws by the client.
- Any content or materials provided by the client that infringe upon third-party rights.
Mitigation of Damages:
- Both parties agree to take reasonable steps to mitigate any damages or losses that may arise from the services provided under this agreement.
Insurance:
- CodeXnebula agrees to maintain appropriate insurance coverage, including professional liability insurance, to cover any potential liabilities arising from the services provided.
Legal Compliance:
- Both parties agree to comply with all applicable laws and regulations in relation to their obligations under this agreement.
Disclaimer:
- This limitation of liability and indemnification clause is subject to the extent permissible by law and does not limit any liability that cannot be excluded or limited under applicable law.
Miscellaneous Provisions
Non-Solicitation of Employees or Contractors:
- The client agrees not to directly or indirectly solicit or hire any employees or contractors of CodeXnebula involved in the project for a period of [X] months following the termination of this Agreement.
Severability:
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
Waiver:
- The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision.
Entire Agreement:
- This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether oral or written.
Legal Compliance:
- CodeXnebula agrees to comply with all applicable laws and regulations in the provision of services under this Agreement.
Force Majeure:
- Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, or government actions.
Notices:
- Any notices required or permitted under this Agreement shall be in writing and delivered to the respective parties at their addresses as set forth in the Agreement.
Modification:
- Any modification or amendment to this Agreement must be in writing and signed by both parties.
Survival:
- Any provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive such termination or expiration.
Counterparts:
- This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Headings:
- The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
Governing Law:
- This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
Signatures:
- The parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms and conditions.
Amendments
CodeXnebula reserves the right to amend or update the terms and conditions of this Agreement as needed. Any amendments shall be effective immediately upon posting on CodeXnebula’s website or other means of communication. Clients will be notified of any changes to the terms and conditions via email or other agreed-upon method. Continued use of CodeXnebula’s services after notification of changes constitutes acceptance of the amended terms and conditions.
