We are excited that you are taking the first steps of becoming part of the SurfYourName.com family! While we know you will be a great client and we will be with you for many years to come, outlining all of the details makes for a longstanding relationship. It is always best to have all of the details spelled out before we start. We are a very transparent company and you will get a full copy of this agreement sent to the email address you provide below.
Services Agreement
This Services Agreement (the “Agreement”) is effective as of [Date] (the “Effective Date”) and sets forth the terms and conditions under which Surfyourname.com Inc. (“we”, “us”, “our” or similar) agrees to provide services to [Company] (“you”, “your” or similar).
We will do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so we all understand who should do what and when, and what will happen if something goes wrong. We have tried to make this contract simple to understand and limited any complicated legal terms or long passages of legal jargon.
You are hiring us to perform one or more services which we will mutually agree prior to starting work. Examples of services we provide include”
Certain services may require your collaboration or assistance. For example, we may ask you to provide assets and information, provide feedback or review and approve our work. You acknowledge that failure to do so in a timely manner may delay our performance, reduce the effectiveness of the services, result in additional expenditures or even render our performance impossible. You therefore accept responsibility for the consequences of any such failure.
[Contact Name] will be our primary contact and you will notify us promptly if this changes.
We have the experience and/or ability to perform the services we have agreed to and we will do it in a professional and timely manner. We will carry out our work in accordance with good industry practices, at the standard expected from a suitably qualified company with relevant experience, and will endeavor to meet agreed deadlines. That said, we cannot guarantee any particular result (e.g. that SEO services will result in improvement to search engine rankings) or that our work will be error-free. Further, we cannot be liable to you or any third-party for incidental or consequential damages such as lost profits.
Payment. We issue invoices electronically. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made. You agree to timely pay all fees and acknowledge that you are responsible for costs associated with international transfers of funds. We reserve the right to charge interest of 1.5% per month or the highest rate allowed by law, whichever is lower, on all fees that remain unpaid more than thirty (30) days after delivery of our invoice therefor.
Confidentiality. During the course of our relationship, either of us may wish to provide the other with documents, information or other materials that are confidential. The party providing these materials will promptly notify the other party of their confidential nature unless the materials are of a nature that a reasonable person would recognize to be confidential (e.g. financial records, customer lists, proprietary business methods, proprietary software etc.). The party receiving the confidential materials will maintain their confidentiality, use them only for the purposes anticipated by this Agreement and will not disclose them to any third party.
Term; Termination. This Agreement remains effective until terminated as provided herein. Either party may, in its sole discretion, terminate any or all services, or any portion thereof, immediately upon written notice. You are required to pay for all services performed prior to termination. Subject to your payment of all outstanding fees, we will deliver to you whatever work product and deliverables are in our possession at the time of termination. Each party will also promptly return or destroy (at the other party’s election) any confidential materials of the other party in its possession. The sections titled “Payment”, “Confidentiality”, “Intellectual Property”, “Indemnification”, “Compliance With Law”, “Displaying Our Work”, “Governing Law; Jurisdiction; Process” and “Construction” and any other provision which by its nature should survive shall survive termination of this Agreement.
Sub-contractors. We may sub-contract any portion of the services, provided, we will (i) ensure that their work meets high standards of quality commensurate with our own, (ii) ensure and be responsible for their compliance with all terms of this Agreement, and (iii) honor your written request to remove a particular sub-contractor from your project.
Intellectual Property. You will own all rights in and to the work product we provide, except we retain all right in and to our “Company Property” unless otherwise mutually agreed in writing. If you require source files and/or finished files we must mutually agree to provide them prior to commencement of work. You should keep these files somewhere safe as we are not required to keep copies after the completion of our services. “Company Property” means software or other materials we developed prior to or separately from our engagement to perform the services for you. We hereby give you a non-exclusive, perpetual, royalty-free, worldwide license to use and distribute that software solely as an integrated component of our work product.
Indemnification. You will defend, indemnify, save and hold SurfYourName.com Inc., our employees, officers, sub-contractors, agents and clients harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with (i) the services or products we provide, (ii) your violation of any law, rule or regulation, (iii) any materials or information you provide to us in the course of our performance of the services, and (iv) any products or services you sell, market or provide, including claims of intellectual property infringement , product defect or false advertising.
Compliance with Law. You are solely responsible for your compliance with all applicable laws, rules and regulations and acknowledge that we do not provide legal advice of any kind. If you require that our work product be ADA compliant this must be detailed in a separate, mutually ratified agreement.
Publicity. Unless otherwise mutually agreed in writing, you authorize us to identify you as a client, display all aspects of our creative work (sketches, work-in-progress designs, the completed project) in our portfolio, marketing materials and other publications, and place our company name on any works we create.
Security. Unless specifically provided, you acknowledge that we have not been engaged to provide site security services and that websites and servers can be targeted directly or indirectly by hackers or other malicious actors. While we use industry standard security measures to guard against such attacks, we cannot guarantee that our systems (and your websites or other materials hosted thereon) will not be targeted or breached. Consequently, you assume any and all risk of loss or other harm arising directly or indirectly from any security incident and acknowledge that recovery from a breach may entail additional fees.
Site Speed. You acknowledge that site speed (i.e., the speed with which a webpage loads) is a function of numerous internal and external factors. Sites with a large amount of content (e.g. over 500 articles) or sophisticated or unusual features may be particularly prone to speed issues. It may be more difficult and/or costly to address these issues after commencing work on an initial build so we request that you notify us of any concerns related to speed before we begin performing the services.
Assignment. Neither party may assign this Agreement to any third party without the other party’s express written consent, not to be unreasonably withheld, conditioned or delayed.
Governing Law; Jurisdiction; Process. This Agreement shall be governed by the laws of the Commonwealth of Virginia. All disputes hereunder shall be resolved in the applicable state or federal courts of the Commonwealth of Virginia. Both parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
Force Majeure. Neither party will be liable for any loss or delay resulting from and force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostiles, or inability of carriers to make good schedule deliveries and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
Complete Agreement. These Terms of Service constitute the entire agreement between the Company and Publisher with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter
Construction. If this Agreement or any provision thereof is ruled to be invalid or unenforceable, the Agreement or relevant provision will be enforced to the maximum extent permissible in order to effectuate the intent of the parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the client and SurfYourName.com and that it will not be strictly construed against either party.
Both parties warrant that they have read and understand the terms set forth in this Agreement and that the person executing the Agreement on their behalf are authorized to do so.
Please sign your name electronically below to execute this Agreement and begin working with SurfYourName.com Inc.