Upon acceptance of proposals, estimates, or requests for work via phone, email, or in-person, Allegra CMG will provide work for the client under the following terms and conditions of engagement.
The Work. The Parties agree that for the consideration set forth herein, all of which is fully acknowledged by the Parties, Allegra shall provide to the Client all of the labor, materials, and all other work described in this Agreement. All or any portion of the work performed by Allegra and its employees, subcontractors, and other parties under its authority may be referred to herein as the “Work” or the “Project”.
Contract Documents. The contract documents (sometimes the “Contract Documents”) which shall be related to the completion of the Work (except for modifications described herein) are the following:
This Agreement, including all exhibits, addenda, and documents incorporated herein.
Plans and Specifications for the Work (collectively the “Plans”), including those which are requested in writing, via phone, or in-person, or as outlined in the proposal of work, or contract provided.
All other fully executed documents and others which are intended to be part of the Contract Documents.
No other documents or writings shall constitute the Contract Documents and the Parties agree that only the Contract Documents shall control the rights and obligations of the Parties.
Project Conditions. The Plans for Client’s Project (“Project”) are set forth per communication between Allegra CMG and the Client.
Any Client domain names must be purchased through Allegra, transferred to Allegra for proper management, or Allegra must be immediately given full administrative rights to Client’s domain name.
During the Project, Client shall provide to Allegra a single person who shall be Client’s agent-in-fact and who will attend weekly or bi-weekly meetings with Allegra regarding the Project’s progress. When reasonably necessary, Client may appoint a substitute agent. Regular, ongoing communication is essential to the Project’s success as Allegra requires regular Client feedback on the Work which has been completed and continuing direction of the Project. The importance of Client’s obligation to be available to Allegra during the completion of the Work cannot be over emphasized. Client acknowledges and agrees that its unavailability as determined by Allegra, shall be a material breach of this Agreement. As set forth above, all dates herein are estimated but are based on the understanding of the Parties that Client will be fully available and a full participant in the process.
There are five major website approval stages. At these stages, we will need Client approval to continue working. Note that all estimated dates assume that the Client is actively participating in the process and being responsive to Allegra:
Sitemap Creation: The first step in creating your website is creating the sitemap. We will typically ask you to approve the sitemap within 7-14 days of our initial meeting.
Initial Design: After the sitemap is completed, an initial design showcasing the website’s proposed homepage will be created. We will typically ask you to approve this design within 7-14 days of the sitemap’s approval.
Content: While the initial design is being produced, we will work on collecting, editing, and creating content for the website. After the initial design is approved, the content will be added and we will ask you to approve the written content. This usually occurs 14-21 days after the initial design is approved.
Final Approval: Final approval must be given before the website goes live. Final approval of the website occurs 7 days before the estimated completion date of your Project.
Go-Live: Go-Live is the process of final publication of your website and services upon client approval. Because this process requires planning, multiple points of testing, uploading and deployment are necessary before the Go-Live date.
There are many ongoing stages of approval for Marketing Services including approval of content, design, budgets, and delivery methods. All ongoing approvals must be addressed in a timely manner by the Client. Services or products may be billable before or after delivery or completion depending on the nature and timing of the products or service to be produced or completed.
After the Client has given us final approval and all prior balances have been paid, Allegra will schedule a Go-Live date. Go-Live dates are generally scheduled Monday, Tuesday, or Wednesday to ensure that Allegra has time and availability to address any issues during normal business hours.
In the case of Project abandonment, Allegra may terminate the Project. Although Allegra may declare a Project abandoned based on the Client’s repeated failure to be available and participate as defined by Allegra, an example of a Client which has abandoned its Project might be the following:
Client fails to attend two (2) or more consecutive weekly or bi-weekly meetings;
Client fails to timely respond to four (4) or more emails requesting information;
Client continually fails to provide the information, feedback, or approval that Allegra’s team needs to complete our approval stages to Project.
Term. The term (“Term”) of this Agreement shall be for a period of one (1) to three (3) years commencing on the Effective Date based on the contract period in the proposal provided. The Term shall automatically renew for one (1) year terms unless Client terminates this Agreement by delivering written notice to Allegra not less than sixty (60) days prior to the expiration date.
Definitions. The following definitions shall be effective for purposes of Engagement
Website: A website is a set of related web pages located under a single domain name.
CMS: A content management system (“CMS”) is an application that is used to manage content, allowing multiple contributors to create, edit, and publish to a website.
Plugin: A plugin is a piece of software that adds new features or extends functionality on an existing application.
Third Party Software: A third-party software component is a reusable software component developed to be either freely distributed or sold by an entity other than the original vendor of the development platform.
Hosting: Hosting is the housing, serving, and maintaining the files for one or more websites.
Domain: A domain name is a string of text that identifies a realm of ownership, administrative autonomy, authority, or control within the Internet.
Support: The process of keeping a website up-to-date and running smoothly as well as performing optimally. Website support includes tasks like ensuring all the links on the website are working, regularly updating content, and fixing any broken links.
SEO: Search Engine Optimization is the process of improving the quality and quantity of website traffic to a website or a web page from search engines. SEO targets unpaid traffic rather than direct traffic or paid traffic.
SEM: Search Engine Marketing is a form of internet marketing that involves the promotion of websites by increasing their visibility in search engine results pages primarily through paid advertising.
SSL: The standard technology for keeping an internet connection secure and safeguarding any sensitive data that is being sent between two systems.
Hacks: Someone (or something) gaining access to your website files, data, and information without your permission.
Local Listings: A local listing is an online mention of the name, address, phone number, or website for a local business. These listings can occur in local directories, on websites or blogs, on social media, or within apps.
Marketing Automation: Software that manages Client's customer data, and automatically generates email communications between the client and their customers.
Direct Marketing: Any marketing tactic that is a direct intentional communication with a client, including email, direct mail, sales calls, phone calls, or any other direct communication with the intent to convey information about the Client's products and services.
Commencement and Completion. Allegra shall commence completion of the Work within fourteen (14) days of the Effective Date and shall continue until final completion. The estimated completion date shall be 60-90 days after acceptance of proposal; provided, however, that due to the nature of the Work, including, but not limited to, the necessary interactive nature of the Work between Client and Allegra, and the need for Client to approve so many aspects of the Work, the Client fully acknowledges and agrees that the estimated date of completion is based on Allegra’s best estimate but shall not be deemed a guarantee of the final completion date.
Payment. The contract price (“Contract Price”) for completion of the Work shall be the sum of a down payment plus any additional costs, expenses, and fees for which Client is responsible under this Agreement.
Upon the Effective Date, Client shall pay to Allegra a down payment, which shall be applied to the Contract Price, subject to the terms of this Agreement.
Client shall also pay to Allegra on a monthly basis, for all monthly support starting at 30 days from date of acceptance, regardless of completion of part A. All amounts shall be paid by Client within fifteen (15) days after Allegra has sent Client an invoice for its services.
A final payment upon completion of the Work equal to the balance of the Contract Price shall be made before any changes or extensions are made.
Notwithstanding anything in this Agreement to the contrary, in the event Client shall fail to make any payment when due, Allegra, at Allegra’s option, may (i) continue with the Work, or (ii) stop the Work until Allegra is paid what is then due in full; or (iii) subject to Section 13 below, declare a default and terminate the Agreement, and recover from Client the total Contract Price less what it would reasonably cost Allegra to complete the Work under the Contract Documents.
Interest Due. In the event Client fails to make any payment under this Agreement timely, then Client agrees to pay interest on any unpaid balances of the lower of the sum of eighteen (18.0%) percent per annum or the highest rate permissible under Michigan law until paid in full.
Title to Work. Client agrees that legal title to all of the Work generated by Allegra shall not pass to the Client until such time that the full Contract Price has been paid to Allegra. Should Allegra not receive full payment, Allegra reserves the right to repossess any or all of the items or materials provided, and may also discontinue any hosting or registration services at any time after the due date for payment. Client further agrees that any and all costs associated with repossession will be the Client’s responsibility, including all attorney fees and costs.
Security. All reasonable efforts will be made to ensure that your website is secure, including the usage of strong administrative passwords, SSL certificates, and other measures. Clients are encouraged to utilize strong, unique passwords that are not shared across platforms. They are also encouraged to utilize their own passwords and not share them with any other individuals.
Continued Service Commitment.
Allegra’s website design plans come with built-in service commitments to ensure that the website stays current and secure. This service includes 1 hour of standard website maintenance and support monthly.
Allegra will make basic text, image, and content changes to the website free of charge. This does not include functionality changes, broad design changes, complex page additions, widget or module additions, software integrations, custom programming or extensive change requests, for which Allegra must spend more time than allotted under this agreement are billable at our normal hourly rate of $150.00/hour plus costs of modules, plugins, themes, software, 3rd party services, or custom programming.
Comprehensive training will be provided to Client staff after the Client’s Go-Live date to assist Client in making standard website changes without needing any assistance. Training hours will vary depending on several factors, but Allegra agrees to spend at least three (3) hours of Client staff training if that is necessary.
Termination for Convenience. Client may terminate this Agreement by delivering thirty (30) days written notice of the same to Allegra provided that Client delivers fifty percent (50%) of the remaining Contract Price for the Work prior to the termination date.
Default. If Client breaches this Agreement, Allegra may terminate the same by delivering written notice to Client of the same. Except as set forth herein, Allegra may not avail itself of any remedies for breach unless Client has failed to fully cure such breach within ten (10) days after Allegra has delivered a notice of such breach to Client. In addition to any remedies specifically outlined hereunder, Allegra shall have all remedies for Client breach available to it under Michigan law.
Limitation of Liability. Allegra shall not be responsible for any information provided by Client to Allegra, including text, plans, designs, specifications, or drawings, which contain any defects. Neither Party shall be liable to the other Party for any consequential, special, or exemplary damages (even if Allegra has been advised of the possibility of such damages), arising from breach of this Agreement, including, but not limited to, loss of revenue, additional costs, anticipated profits, or lost business.
Release from Copyright Liability. Client represents and warrants that (1) it owns all rights and title to are: photographs, images, videos, data, collateral, illustrations, designs, and text or other content, or other materials that Client supplies to Allegra, and (2) such materials do not infringe on the copyrights, intellectual property, privacy, publicity rights or other legal or moral rights of any third party.
Client grants Allegra and its affiliates permission to use all assets, photos, videos, or other digital reproductions of any products delivered or installed for the purpose of providing the Client with the products and services outlined in the proposal or contract.
Direct infringement occurs when an infringer copies a copyrighted work. Copyright liability is a strict liability offense, and thus does not require the infringer to know he or she is infringing. If Allegra infringes any copyrighted work, while working on the Project, then Allegra will not be held liable if a user posts a copyrighted work that is subsequently downloaded or viewed by others. Contributory infringement occurs when a party knows of an infringing activity and substantially participates in that activity. If contributory infringement occurs, Allegra will not be held liable, and Client shall indemnify Allegra for any copyright liability, as set forth in Section 20 below. Client agrees to follow all applicable state and federal laws in relation to content and copyright infringement.
Hacking Disclaimer. Allegra is not held responsible for any hacked/compromised websites. A website that has been compromised may be taken offline immediately until the website has been secured and cleaned of any hacks/viruses. It is the Client’s responsibility to make sure its internet technology policies, network security, and password policies create a secure environment to protect access to the website and prevent hacks. In addition, the Client shall pay all costs and expenses necessary to repair the Client’s website in such an occurrence.
Change Orders. Any and all additions, alterations, or changes to the Plans must be in writing and signed by the Client or both Client and Allegra (a “Change Order”). If the Client consists of more than one (1) individual, the signature of any Client is sufficient to bind the Client. Unless a written Change Order is executed by the Client, Allegra shall not be required to do the Work. Notwithstanding the foregoing, if the Client fails to sign a written Change Order where extra work has been verbally ordered by the Client, then Allegra shall recover all of its actual labor and materials for the additional Work together with Allegra’s reasonable profit margin. Payment due for verbally ordered Work shall be presumed unless Client delivers written notice to the contrary given prior to commencement of any extra work. Client should be aware that the negotiation and processing of a Change Order and the Work related thereto may delay completion. Unless the Parties agree otherwise in writing, the Client shall pay for all Change Orders prior to the commencement of the additional Work.
Force Majeure. Notwithstanding anything in this Agreement to the contrary, if any of the obligations of either Party are delayed for any unforeseeable reason or delay beyond the Party’s reasonable control, then any time deadlines shall be extended commensurate with such delay; provided that Client’s unavailability during the website construction process or thereafter shall not be considered a force majeure event.
Third-Parties. Client acknowledges that Allegra may engage third party suppliers, and other vendors, and subcontractors (“Subcontractors”) from time to time to provide certain services necessary to complete the Work. Client agrees to not provide any of the Work for completion of the Project without written approval of Allegra.
Indemnity. Client and its owners, on behalf of themselves and their current and former affiliated entities, successors, heirs, executors, administrators, representatives, agents, assigns, owners, directors, officers, principals and employees (the “Associated Parties” of a Party) hereby agree to indemnify and hold Allegra and its Associated Parties harmless for all loss, liability, expenses or damages (actual or consequential) including, without limitation, reasonable attorneys’, accountants’ and expert witness fees, costs of investigation and proof of facts, court costs and other litigation, hardship of employees or owners, lost goodwill with other clients, damages to public or private reputation, travel and living expenses, which Allegra and its Associated Parties directly and indirectly shall incur as a result of or related to any misrepresentation of Client under this Agreement or any breach of this Agreement by Client or its Associated Parties.
Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan. Any suit to enforce the terms of this Agreement shall be filed in the federal or state courts located in Kalamazoo County, Michigan.
Assignment. This Agreement is personal to each of the Parties, and neither Party may assign or delegate any of its rights or obligations hereunder without first having obtained the written consent of the other Party.
Drafting. Although this Agreement was drafted by the attorneys for Allegra, none of the provisions hereof shall be interpreted against it by reason that the Agreement was drafted by its legal counsel. It is further acknowledged by both Parties that this Agreement has been executed after negotiation, and the opportunity of both Parties to have same reviewed and revised by legal counsel.
Waiver. The failure of either Party to complain of any act or omission on the part of the other Party, no matter how long the same may continue, shall not be deemed to be a waiver by such Party of any of its rights hereunder. No waiver by any Party at any time, expressed or implied, of any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision of this Agreement or a consent to any subsequent breach of the same or any other provision. If any action by any Party shall require the consent or approval of another Party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion.
Survival of the Terms. The provisions of this Agreement shall survive the execution of the transaction contemplated hereby.
Notice. Notice shall be deemed as given hereunder upon personal delivery to the addresses set forth below or, if properly addressed the day after such notice is sent with postage prepaid in a United States mailbox or the day such notice is deposited in the custody of a nationally recognized overnight delivery service. Notice shall also be deemed sent on the day notice is sent by email to the Parties below. The physical and email addresses are the following:
Allegra:
Brian Kaufman
6054 Lovers Lane
Portage, MI 49002
brian@allegracmg.com
Attorneys Fees. Notwithstanding anything to the contrary in this Agreement, in the event that either Party shall bring a lawsuit against the other Party for breach of such Party’s obligations under this Agreement, the losing Party shall pay the prevailing Party’s costs and expenses incurred in connection with such litigation, including without limitation reasonable attorney fees. The “prevailing party”, if any, shall be determined by the court hearing such matter.
