TERMS OF AGREEMENT
This Contract, together with any Statement of Work ("SOW") that may be attached, ("Agreement" or "Services") is made between Simba Studio ("Company") and ("Customer"). This Agreement is a bind contract between the parties for only the Services called for, and is effective as of Sunday 29th of January 2023 ("Effective Date").
1. PROJECT GOAL AND RELATIONSHIP OF PARTIES
Pursuant to this Agreement, Customer retains Company to perform the Services called for in this Agreement as well as any attached addendums that provide a statement of work to be performed. Both parties agree that they are, and shall continue to act, as independent contractors to each other and nothing in this contract will be construed as forming any agency, partnership, employer/employee, or joint venture between the parties. Company shall be responsible for determining the method, details, and means of performing the Services called for in this Agreement. Company shall use its own discretion in determining the best way to perform the Services based on Customer's payment. In addition, both Parties agree that each shall be responsible for their own taxes and withholdings.
2. Description of Services
WEBSITE DESIGN AND DEVELOPMENT
Customer is retaining Company to design and develop a website that will consist of 10 pages and Customer agrees that it will be responsible to pay an additional KES 4000 per page beyond that specified above. Pursuant to this Agreement, Company will be performing the following in relation to the design and development of Client’s website. Although Customer has final approval over the design and development process, such approval will not be unreasonably withheld.
- Customer currently does have a domain name that will be the URL.
- Develop Website Layout: Up to 3 revisions within 15 days
- Design Website Graphics
- Host Website for Customer At KES 5,000/year
Customer is required to provide content and/or images for use on the Website (“Client Content”). Client Content will be delivered to Company no later than required to remain on schedule and to allow Company to fulfill its requirements under this Agreement. If Customer provides any changes before delivering the final version of the website, then both parties will discuss in good faith and agree on any specific changes that may need to be changed as well as any additional time or payment that may be required in order for Company to make such changes. Any such changes must be agreed to by both parties and must be in writing.
Payment, Invoices, and Additional Services
A minimum deposit of at least one half (50%) of the total amount is required to commence work.
Once the first deposit is received by the Company, concepts will be put online or emailed for the Client’s viewing and approval. Communication between the Company and the Client is crucial during this phase to ensure that the final Project will match the Client’s taste and needs.
Upon completion of this stage, the Client will be asked to confirm acceptance for the Project via e-mail or by signing a printed copy of the Project. Once this acceptance is received from the Client, the work necessary to complete the Project will begin.
Clients should continue, however, to continually view updates and express their preferences or dislikes to the Company. Upon completion of the Project, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining balance plus any additional charges incurred will due within 5 days after delivery of this e-mail or letter and invoice.
In addition, Company may submit invoices to Client for the Services, together with the written report of its performance. However, the failure of Company to invoice Client for the monthly amount will not constitute a waiver of such fee and such fee is still due and owing as if it had been invoiced. All Service Fees shall be made payable to Simba Studio and made via Paypal, MoneyGram or Western Union.
This Agreement will continue until cancelled, if allowed under this Agreement. Either party may terminate this Agreement within 30 days notice. Client will be responsible for any Services that were rendered before such cancellation or were necessary in order to fulfill the Companies obligations.
Any Services that Client requests or that Company would reasonably be required to perform in order to fulfill its obligations under this Agreement that are not contemplated for by this Agreement will be negotiated between the parties.
Additional Services will be billed at KES 2,500/hour.
Restrictions, Representations, and Confidentiality
Both Parties shall at all times: (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations, and CAN-SPAM; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Client’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy.
Client shall not use the Service or request that Company perform any Service that in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (iv) violates Search Engine Guidelines.
Both Parties represent and warrant that they own all the rights to any materials, deliverables, or similar that may be provided during the course of the relationship and that it does not infringe on the rights of any third party. Both Parties agree to indemnify and hold each other harmless in the event of a claim for infringement is made for any materials, deliverables, or similar that they warranted the had the rights to utilize.
Company and Client agree that all business and trade information that is designated as confidential by the other party shall be maintained in the strictest confidence both during and after the term of this agreement so long as the information is confidential. Except as required by law, Company and Client shall not reveal the confidential information of the other party to any third party.
Intellectual Property Rights
Each Party shall have full ownership rights in its own name, trademark, or copyrights that it considers to be “proprietary” to its business (i.e. logo, trade name). If any part of this Agreement requires the Client to provide images, graphics, text, or other information (“Client Content”) then such Client Content shall remain the property of the Client.
[Company agrees to transfer and assign any and all applicable work it has created specifically for Client to the extent it can under applicable intellectual property law and such work shall be considered a ‘work made for hire’| Company agrees to transfer and assign any and all applicable work it has created specifically for Client to the extent it can under applicable intellectual property law but only if there is no outstanding balance on Client’s account|Company retains all intellectual property rights to work it has created specifically for Client and grants a limited, revocable, license to Client to use such intellectual property for the purposes set forth in this Agreement].
Client further agrees that Company may use certain proprietary tools, software, or methods which remain the property of Company and Company grants permission to Client to use proprietary tools, software, or methods.
The Parties may continue this Agreement after that time based on a new agreement. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of USA. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party.
This Agreement has been duly executed by the parties as of the Effective Date.
Thank you for choosing Simba Studio.