1). PRODUCTION MILESTONE & DELIVERABLES:
To Be Defined In Client Estimate (TBD)

–a. Work Begins: Contract Agreement and Payment of fifty percent (50%) or other percentage (TBD) of the Estimate Total.

–b. Day x (TBD): Delivery of the design draft in jpg format–
Many design previews can be shown and modified with the Client’s input and feedback within the agreed upon Scope of Work limits (3).

–c. Before or on Day x (TBD): Written Approval of the Final Design by Client.–
Any Major Structural or Design Changes after this milestone approval will be subject to separate charges within the agreed upon Scope of Work (3)

–d. Day x (TBD): Delivery and Written Approval of the Final Local Version (live site on GearAfter’s Servers) Full Payment of Total Amount remaining —
Any Major Design or Functionality Changes after this milestone approval will be subject to separate charges within the agreed upon Scope of Work (3).

–e. Within two (2) days following the Full Payment: Migration of the Final Version (Live site) on chosen server by Client.–
If the Client is not hosting on GearAfter’s servers, GearAfter is not responsible for any compatibility issues. Therefor GearAfter retains the right to define what kind of server the Client shall use. Any additional website migration can be charged separately and are not part of this production milestones.

2). PAYMENT AGREEMENT:

This Payment Agreement is made between GearAfter and the Client wherein the Client agrees to make payments to GearAfter in accordance with the terms provided:
All invoices are payable within ten (10) days of receipt. A monthly service fee of 10 percent, or the maximum allowed by law, is payable on all overdue balances. Client shall pay all collection or legal fees caused by late payments. GearAfter retains all rights to all Deliverables submitted until receipt of Full Payment by the Client of the Total Amount which equals but is not limited to the Estimate Total plus all the fees and billable expenses. Payments are not considered valid until funds are available in GearAfter’s bank.

3). DELAYS:

GearAfter Delays: GearAfter shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. GearAfter may extend the Due Date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed thirty (30) days. Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.

4). SCOPE OF WORK:

This form is used for an estimate, the fees and billable expenses shown are minimum expenses only. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original Estimate Total by twenty five percent (25%) or more. Any content such as text, photography, video and audio are not included. Any content editing is charged separately. GearAfter retains all rights to define what constitutes Major Structural or Design or Functionality Changes. GearAfter’s Standard Rate equals hourly fees of ninety ($90) dollars per hour.

5).SUPPORT SERVICES:

Warranty Period. During the first three (3) months following Migration of the Final Version, GearAfter shall provide up to x (x) hours (TBD) of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at GearAfter’s Standard Rate Maintenance Period. After the Warranty Period expires and at Client’s option, GearAfter will provide Support Services for the following six (6) months for GearAfter’s Standard Rate. No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

6). CANCELLATION & REFUND POLICY:

In the event of cancellation of this assignment by the Client, any payments made prior to cancellation shall be retained by GearAfter. If the cancellation is prior to the delivery of the Final Design (1)–b), the cancellation fee shall cover the amount of hours already fulfilled for the project at GearAfter’s Standard Rate. If the cancellation is after the delivery of the Approval of the Final Design, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. In the event of cancellation, GearAfter retains ownership of all original artwork.

7). DISPUTE RESOLUTION:

Any disputes in excess of the maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of GearAfter. All actions, whether brought by Client or by GearAfter shall be filed in GearAfter’s province of business

8). INDEMNIFICATION AND LIABILITY:

By Client: Client shall indemnify GearAfter from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. By GearAfter: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, GearAfter may at its own expense, replace any infringing content with non-infringing content. Limitation of Liability: THE SERVICES AND THE WORK PRODUCT OF GearAfter ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF GearAfter, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“GearAfter PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO TWENTY FIVE PERCENT (25%) OF THE TOTAL AMOUNT OF THIS CONTRACT. IN NO EVENT SHALL GearAfter BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY GearAfter , EVEN IF GearAfter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9). ACCREDITATION AND PROMOTION:

GearAfter shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by GearAfter in the Deliverables on the Footer or as agreed to on each additional page of the Deliverables. GearAfter retains the right to reproduce, publish and display the Deliverables in GearAfter’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

10). OWNERSHIP:

The client will own, have full access to, and have the right to customize design and website code within the restrictions of any software licenses used to develop the website.

11). TRANSACTION CURRENCY:

GearAfter Transactions are in CAD or in US Dollars only.

12). GEARAFTER SERVICES:

  • Custom WordPress sites building
  • WordPress maintenance plans
  • Web Design
  • SEO – Search Engine Optimization
  • Managed Cloud Hosting
  • Social Media Account managment

GearAfter Standard Rate equals hourly fees of ninety ($90) dollars per hour.

 

13). TRANSACTION SECURITY

GearAfter uses WHMCSStripe and Paypal System for all it’s invoicing transactions.