ELR Web Design Agency Agreement Terms
1. General Terms
This Agreement is entered into for an initial term of twelve (12) months starting from the date of signature. It shall automatically renew for successive twelve (12) month periods unless terminated in accordance with Section 4.
At each annual renewal, the monthly fees shall be adjusted based on the annual Consumer Price Index (CPI) published by the Government of Quebec or Canada for the preceding calendar year.
The Client grants ELR Agency the right to use, for marketing, promotional, and portfolio purposes, any material created under this Agreement.
The Client also authorizes ELR Agency to display its name and branding, at its discretion, in the website footer.
2. Tools and Related Services
The Client acknowledges that ELR Agency’s services rely on third-party platforms and tools, including but not limited to GoHighLevel, Stripe, and ChatGPT.
Any increase in costs related to these platforms shall be automatically passed on to the Client when such tools are required or used for the Client’s project, as ELR Agency has no control over third-party pricing.
Additional fees related to platforms, tools, or related services shall be billed to the Client. An administrative surcharge of fifteen percent (15%) shall apply if such fees were not validated or communicated by the Client at least two (2) weeks in advance.
Certain tools used within the ELR system generate variable usage-based fees charged directly by the provider. These fees shall be passed through to the Client at cost, without markup. The Client is responsible for reviewing the provider’s official pricing.
Indicative example:
- ChatGPT executions: $0.03 per execution.
3. Pricing and Payment Terms
The fees and payment frequency are specified in the selected service package.
Initial Payment
An initial payment is due upon execution of this Agreement.
This payment is non-refundable, as it covers immediate resource allocation, platform setup costs, system configuration, and project initiation.
The signature date establishes the recurring monthly billing date.
Monthly Payments
Monthly service fees are due on the established billing date, regardless of delays caused by the Client, including delays in approvals, content delivery, or decision-making.
Each base package includes 1,000 emails and 1,000 SMS messages per month. Any overage will be billed at the platform’s cost, without markup.
Additional Tools
Any additional tools, modules, or software required must be approved by the Client and will be billed separately.
Domain Name
If ELR Agency purchases a domain name on behalf of the Client, it shall be leased according to the cost specified in the applicable package.
4. Termination
Any termination request must be submitted in writing, with acknowledgment of receipt, at least sixty (60) days prior to the end of the current contract term.
In the event of early termination before the end of the initial twelve (12) month term, the Client remains liable for payment of all remaining amounts due through the end of the contract. This clause is justified by ELR Agency’s initial strategic, technical, and operational investment.
ELR Agency reserves the right to terminate access to the ELR system with thirty (30) days’ prior notice.
5. Intellectual Property and Website Ownership
All documents, content, automations, templates, processes, and elements created as part of the ELR system remain the intellectual property of ELR Agency, unless otherwise agreed to in writing.
Website Ownership
Upon full and final payment of the website, ownership of the website transfers to the Client.
If the Client chooses to leave ELR Agency at the end of the contract or after the website launch, the Client may request delivery of the website code. The code will be provided in HTML and CSS format only.
Any pages, articles, or content that are part of a content library or dynamic content system are excluded due to technical limitations of the platforms used.
If the Client requests ELR Agency to recreate or adapt such pages, the applicable hourly rate shall apply.
6. Revisions and Deliverables
The number of revisions prior to launch is unlimited, provided such revisions are reasonable, non-abusive, and subject to ELR Agency’s discretion.
Any request deemed excessive, repetitive, or abusive may be refused or billed at the applicable hourly rate.
Each design, page, and text delivered under this Agreement must be approved by the Client in writing. Any written approval shall be deemed final.
Any modification requested after approval shall be billed at an hourly rate of CAD 150, or the rate in effect at the time of the request.
If a deliverable is neither approved nor rejected within seven (7) business days, it shall be deemed accepted. Any delay impacting the project schedule may result in additional charges.
7. Limitation of Liability
ELR Agency does not guarantee any specific results regarding client acquisition, revenue, or performance. Results depend on factors beyond ELR Agency’s control.
ELR Agency shall not be liable for any indirect losses, loss of revenue, or damages arising from the use of third-party platforms or services.
8. Client Responsibilities
The Client agrees to use the ELR system in compliance with applicable laws and best practices.
Any abusive, fraudulent, or non-compliant use shall result in immediate termination without refund.
9. Late Payments
Any late payment shall bear interest at a rate of 2% per month (24% annually) until paid in full.
In the event of non-payment, access to the ELR system and services may be suspended until the account is brought current.
10. Acceptance of Third-Party Platform Policies
The Client acknowledges that the services rely on third-party platforms and agrees to comply with their terms of use and pricing policies.
ELR Agency shall not be responsible for any fees, service interruptions, or disputes involving such providers.