This is a Website Development Agreement between Bracke Enterprises LLC (“we,” “us,” “our”) and any individual, entity, or organization that procures our Website Development services (“you” or “your”). If you have any questions about this agreement, you can email Marissa Bracke.
Acceptance of Terms
Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to these terms, we can’t provide you with any services. This agreement is a binding contract between you and Bracke Enterprises.
Terms May Change
You should know that, periodically, we may change the terms and conditions in this document, including the amount of our fees. If we do change them, the new terms and/or pricing will become effective for you on the next date on which your services with Bracke Enterprises are scheduled to renew. We’ll always give you at least thirty days to review these changes before new pricing and terms take effect.
Our fee structure is simple. We charge the project fee upfront, which covers the cost of the project. Payment reserves a space on our calendar and is made before we provide any services to you.
Out-of-pocket expenses incurred by Bracke Enterprises on your behalf (for things like stock photography, fonts, plugins, or hosting) will be charged to you at cost. We will obtain your written consent before such charges are incurred.
You are responsible for payment of all applicable sales and use taxes.
Project Cancellation Policy
Because we’ve reserved time in our schedule specifically for your project and to the exclusion of other projects, payments will not be refunded upon client cancellation.
If a situation arises in which Bracke Enterprises would need to cancel the project, you will receive a refund for the cost of all work not yet completed. You will be given an hourly breakdown of the work performed to date in conjunction with your refund, along with files and intellectual property rights as described below.
If you become unresponsive by email and telephone for 30 days, Bracke Enterprises has the sole discretion to declare the project canceled by you.
No Professional Advice Disclaimer
We do not offer any professional, personal, medical, financial, or legal advice. None of our advice is intended as a substitute for or should be used in place of the services of trained professionals in any field, including mental, financial, medical, psychological, or legal fields.
No Guarantee of Results
We provide information as-is. It’s up to you to act on it. Your organization needs to be structured such that it can accept the design, advice, and recommendations that accompany this project and use them meaningfully. Additionally, we make no guarantee about the number of leads, sales, conversions, social media engagement (including “likes”, shares, retweets, or similar), or any return on investment resulting from our work with you.
Client’s Intellectual Property
All pre-existing trademarks, copyrighted works, intellectual property, writings, photography, videos, illustrations, graphics, and other materials you provide to us remains your sole property, and you retain all intellectual property rights over it. You are solely responsible for obtaining all necessary rights and licenses over the materials your provide to Bracke Enterprises. You grant us a non-exclusive, non-transferable, perpetual, worldwide license to use, reproduce, and modify the materials you provide in conjunction with this project.
Intellectual Property Created Under This Agreement
Nothing created in the course of this project is “work-for-hire” as defined by U.S. Copyright Law. Bracke Enterprises retains ownership of all intellectual property contained in any deliverables created during the project. Any draft or non-final deliverable we create may not be used or displayed by you, including online or in social media, without our express written agreement. Upon completion of the project and payment of any outstanding invoices, we will transfer to you physical custody of all final versions of the deliverables as well as intellectual property rights for all deliverables. All rights not granted under this assignment are expressly reserved, including moral rights.
Bracke Enterprises is an independent contractor to you/your organization. By entering this contract, we don’t intend to create a joint venture or partnership, or become one of your employees. Neither of us are granted any rights to control the other or to enter into agreements on the other’s behalf.
We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.
Referrals are how we’re able to get work in the future, and we love showing off any major victories. You grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name; the work that we did for you, described generally; and the relative impact that our work had on your business (e.g., X% increase in sales allowed company Y to hire new employees). You also grant us the right to link to your website. The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context. Changes to these rights should be agreed upon in writing before you make your first payment.
Bracke Enterprise’s business hours are 11am to 6pm US Eastern Time, Monday through Friday. The office is closed on the following dates: January 01, March 28, Memorial Day, July 04, Labor Day, Thanksgiving, Black Friday, and December 23-26. We agree to put in a reasonable effort to reply to anything project-related during office hours.
Limitation on Liability
OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE AND ANY DOCUMENTATION THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO BRACKE ENTERPRISES BY YOU UNDER THIS AGREEMENT. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Representations and Warranties
We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”
In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assigns, executors and administrators.
If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement based on a different breach.
This agreement can only be modified by a writing signed by both of us.
If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.
No Third Parties
This contract is only intended to benefit you, the client, and Bracke Enterprises, not any third party.
We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other event beyond our control prevents us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.
Governing Law/Forum Selection
Indiana law governs this contract. We both agree to resolve any disputes exclusively in the state or federal courts located in Wells County, Indiana, and not anywhere else. You submit to the personal jurisdiction and venue of those courts.
Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.
This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us, if any.
Last updated July 13, 2016