Web Design Rental Terms & Conditions

1. Website Creation and Development Services – This Agreement for a Website Project is between the customer whose name appears on the face of this Agreement (the “Customer”) and SMARTWEBPROS.COM INC. (SWP), 383 Richmond Street, London, Ontario, Canada N6A 3C4.
2. Website Service Rental Fees – It is agreed that SWP will develop a custom website at a rate of ________ per month payable monthly prior to delivery of service and a $180 initial design and setup fee both payable by the Customer. The Website Project identified on the face hereof will be permanently hosted by SWP.
3. Customer Responsibility – The Website Project and its content are subject to the approval of SWP. The Customer shall supply SWP, within a period of (10) days following the execution of this agreement, all the required information to be inserted in the Website Project deemed to consider it completed; including Content, Graphics and Data Base which the Customer warrants that it is authorized to publish and guarantees that it does not violate any law and that it holds all permits or licenses which may be necessary to publish on the Internet. If the Customer does not supply the above-mentioned information within the prescribed time frame, SWP reserves the right to charge the Customer all amounts due hereunder. SWP will not be held liable for any consequential losses, damages or claims therefore asserted by the Customer due to delays caused by the Customer or arising because of matters of force majeure or any other cause beyond its control.
   
   The Customer also guarantees and warrants the truth of all factual assertions and implications there from in the Website Project inserted hereunder and that they are entitled to use any picture, graphic or illustration, or to insert a hypertext link(s) to any other website, or advertise the business profession, service, product, Trademark, or Trade name appearing or described in the said Website Project as well as holding all the rights to use the trade marks or commercial names included in the website and that this does not contravene any provision, law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The Customer agrees to indemnify and hold SWP harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including attorney fees and costs of investigation due to (i) any claim by a third party relating to the Content, including infringement of any third party’s intellectual property rights; (ii) claims for misleading advertising related to Customer product warranties or performance; and (iii) any other actions of Customer which give rise to any other liability at law. Furthermore, for Content created by the Customer or one of its representatives, the Customer acknowledges that SWP shall not bear any liability with regards to the content, graphical norms or physical appearance of the Website Project.
   
   The Customer furthermore authorises SWP to perform a full pre-credit investigation on his or her company.
4. Technical Decisions – All technical decisions regarding design and programming techniques, programming language, programming technologies, programming strategy, programming logic, programming flow, graphical design, font selection, database setup, database structure, database relationships, visual appearance (textbox, buttons, placements, etc) or any other technical decision designed to meet the Customer’s needs is the exclusive prerogative of SWP and SWP staff and not that of the Customer.
5. Term of Contract – The term of this Agreement is 12 months as of the date that this contract has been signed by both parties and will be automatically renewed every year unless SWP or the Customer gives to the other written notice of non-renewal in writing at least 30 days before the end of the Initial Term. The contract cannot be cancelled by the client until all debts by the client to SWP have been fully paid.
6. Terms of Payment – The Customer is responsible for the payment to SWP for all of the charges agreed to on all invoices on the face of this Agreement and for all taxes which may be levied upon this service. All amounts on all invoices are due prior to any work prescribed on each respective invoice. If an invoice is not completely paid by the Customer, SWP is not responsible to do any work prescribed on the invoice. If at any time, payments are in arrears for more than (30) days, SWP reserves the right to purge the Website Project from the Internet and discontinue all services without notice.
7. Late Charges – An interest rate of 2% per month (24% per annum) applies to any amount remaining unpaid 1 month following receipt of all invoices listed on the face of this contract and all future invoices. If the past due account remains unpaid, and is determined by SWP to require further collection action, an administration fee of $150 will be added to the balance owing.
8. NSF Cheques – An administration fee of $25.00 is automatically charged to the customer for NSF Cheques received by the customer for all invoices listed on the face of this contract and all future invoices. The $25.00 administration fee is due upon receipt and is subject to Late Charges as described in item 7. If at any time, a cheque is returned to SWP NSF, SWP reserves the right to suspend the customer’s website without notice by removing all pages from the internet and publishing generic pages in its place indicating the fact that the hosting contract is expired or temporarily suspended. The new wording and layout is at SWP’s sole discretion and may not be changed in any way by the customer or via the customer’s request.
9. Privacy Provisions - Except where compelled by law, SWP agrees to maintain all non-public information obtained in connection with this Agreement in confidence and not disclose same to any person or entity.
10. No Guarantee of Success - The Customer acknowledges that this Agreement provides no guarantee with regard to the success, derived benefits, response or of the number of visitors, display problems due to browser compatibility or browser configurations or any other computer compatibility or computer configuration issues to their Website Hosted by SWP or hosted elsewhere during the term of the Agreement or beyond the term of the Agreement. SWP does not guarantee website uptime and is not responsible for damages, or deletion of website files, databases, or any other website resources which may make the site partially or fully inoperable.
11. No Guarantee of Deadlines - SWP cannot guarantee the delivery of any website project to the customer’s satisfaction within any prescribed timeline. However all projects will be completed within a reasonable timeframe and will be deemed complete when SWP has completed all items on the relevant invoice according to SWP staff’s interpretation or upon launching the website on the internet.
12. Governing law, jurisdiction and venue - This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the Province of Ontario, Canada and any action or proceeding arising out of or related to this Agreement shall be brought only in the courts of such jurisdiction. The parties hereby consent to such jurisdiction and venue.
13. Ownership of Intellectual Property - The website is and will remain the intellectual property of SWP. The customer may request to purchase the property at SWP’s estimated market value at a future date. Any attempt to leach, copy, or take code from SWP theft contrary to sections 322-380 of the CRIMINAL CODE OF CANADA
14. Indemnity - SWP is not liable for damages caused by security loopholes such as usernames and passwords, malicious software, hacking, denial of service attacks, or any other malicious attacks. SWP is not liable for third party theft of intellectual property or sensitive information such as credit card information or any resulting damages. Any work required to repair damages, or security loopholes is not the responsibility of SWP. SWP is not liable for damages resulting from spelling mistakes, poor grammar, sentence structure, paragraph structure, legibility, literary logic, or any other issue arising from the way content is written or displayed. SWP is not liable for damages caused by offensive images, poor quality images, lack of images, excessive images, or any other issue arising from image-related problems.
15. Entire Contract – This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and Supersedes any previous agreement or understanding between the parties whether oral or written. No modifications or alterations to this Agreement shall be binding upon either party unless set forth in an amending agreement duly executed and signed by both parties.