Website services agreement

01Parties and how this agreement works

This Website Services Agreement ("Agreement") is between Adam Proksch, doing business as Pagedock ("Pagedock", "we") and the client named in the quote ("you"). Each project has a written quote sent by email ("Quote") that sets out the scope, price, payment schedule, timeline and any hosting plan. The Quote and this Agreement together are the whole contract.

You accept by replying to the Quote email saying you accept, by signing the Quote, or by paying the deposit. You confirm you are at least 18 and have authority to bind your business.

02Scope of work

We will design and build the website described in the Quote (the "Deliverables"). Anything not listed in the Quote is outside the scope. If you ask for more, we'll send a change quote with the extra cost and time, and do the work once you approve it in writing. Email is fine.

03Process, previews and revisions

1. Kick-off. You send the content, logos, images, logins and feedback we need.
2. Preview. We send a link to a live preview site.
3. Revisions. The Quote includes a number of revision rounds (two, if it doesn't say). A round is one consolidated list of changes. Extra rounds are billed at the hourly rate in the Quote.
4. Approval. You approve the site in writing, or it is treated as approved if you don't reply with changes within 10 business days of the final preview, or once you put it live.

04Your responsibilities

• Provide accurate content and timely feedback. Timelines move back by however long we wait on you. If a project stalls for 60 days because we're waiting on you, we may invoice for work done to date and close it; restarting may be quoted again.
• You own or have permission to use all content you give us, and it doesn't break any law or anyone's rights.
• You're responsible for what your site says and does after launch: legal pages for your own business (privacy notice, terms, cookie notices), product and pricing claims, and any regulated content (health, finance, alcohol and so on).
• Keep any account passwords we give you safe.

05Fees and payment

• Fees are in US dollars and set out in the Quote. Unless the Quote says otherwise, we take a 50% non-refundable deposit to book the project, and the remaining 50% is due on approval, before launch.
• Invoices are due within 14 days. Late amounts may incur interest of 1.5% per month, or the maximum the law allows if lower. We may pause work or hosting for invoices more than 30 days overdue, after giving 7 days' notice by email.
• Prices don't include tax. You pay any sales tax that applies, and third-party costs (domain names, premium fonts, stock images, plug-in services) unless the Quote includes them.
• Card payments are processed by Stripe.

06Hosting and care plans

If the Quote includes hosting, we host the site on Pagedock for the fee and period stated. Plans renew automatically for the same period at the then-current price until cancelled. We will remind you by email before any yearly renewal, and before any price change. You can cancel at any time by emailing us; cancellation takes effect at the end of the current paid period, and we don't refund partial periods except where the law requires.

We aim for high availability, but outages can happen, including through our providers, and hosting is not guaranteed to be uninterrupted. Hosting includes small content updates only if the Quote says so.

07Who owns what

• Your content (text, images, logos you supply) stays yours. You give us a licence to use it to build and host your site.
• The finished site. Once you've paid in full, we assign to you the rights in the custom design and code we created specifically for your site.
• Our tools. We keep our pre-existing code, templates, components and know-how, and you get a perpetual, non-exclusive licence to use them as part of your site.
• Third-party materials (open-source code, fonts, stock images) are under their own licences, which you agree to follow.
• Until you've paid in full, everything we create remains ours and is licensed to you only for review.
• Unless you tell us otherwise in writing, we may show the finished site in our portfolio and add a small "Site by Pagedock" credit in the footer, which you may ask us to remove.

08Confidentiality and data

Each of us will keep the other's non-public business information confidential and use it only for this project. This doesn't cover information that is public, already known, or required to be disclosed by law.

If your site collects personal information from your visitors, you are the business responsible for it and we act as your service provider: we process it only to provide the services, under your instructions, keep it confidential and secure, don't sell or share it, and will help you respond to requests from your visitors. We'll tell you without undue delay if we become aware of a breach affecting it.

09Accessibility and compatibility

We build to current web standards and test on recent versions of major browsers and on mobile. We follow good accessibility practices, but full conformance with WCAG or any law is only included if the Quote says so, and depends on the content you supply.

10Warranties

We'll do the work with reasonable skill and care. For 30 days after launch we'll fix, at no charge, any defect where the site doesn't work as agreed in the Quote. That doesn't cover problems caused by changes made by someone else, third-party services, or browser updates after launch. Apart from this, and to the extent the law allows, the services are provided without other warranties, and we don't guarantee results such as search rankings, traffic or sales.

11Limits on liability

Neither of us is liable to the other for indirect, incidental, special or consequential losses, or for lost profits, revenue or data. Our total liability under this Agreement is limited to the fees you paid us in the twelve months before the claim. These limits don't apply to your payment obligations, to either side's indemnity below, or to liability that can't be limited by law.

12Indemnity

You will defend and indemnify us against third-party claims arising from content you supplied or from how you use the site. We will defend and indemnify you against third-party claims that the original code we wrote for you infringes someone's copyright.

13Ending the agreement

• Either of us may end a project by written notice. You pay for work done to date (the deposit is kept), and we deliver what's been paid for.
• Either of us may end the Agreement straight away if the other seriously breaks it and doesn't fix it within 14 days of notice.
• When hosting ends, we'll keep the site for 30 days and, once all invoices are paid, give you a copy of its files on request. After that we may delete it.
• Sections on ownership, payment, confidentiality, liability, indemnity and disputes continue after the Agreement ends.

14General

• Independent contractor. We're not your employee or agent. We may use trusted subcontractors and remain responsible for their work.
• Force majeure. Neither of us is responsible for delays caused by events outside reasonable control.
• Notices may be given by email to the addresses used in the Quote.
• Law and disputes. California law applies. We'll first try to resolve any dispute by talking in good faith for 30 days. After that, disputes go to the state or federal courts for Marin County, California, or to small-claims court where eligible.
• Whole agreement. The Quote and this Agreement replace any earlier discussions. Changes must be in writing (email is fine). If any part is unenforceable, the rest still applies. Neither of us may assign this Agreement without the other's consent, except as part of a sale of the business.
• Electronic signatures. Accepting by email or e-signature is as valid as a signature on paper.