- Last Updated on: March 2, 2025
Contractual Agreement Terms
& Payment Policies
Applicable to all contracts signed by Direction Inc.
SEO SERVICES AGREEMENT
This Agreement is entered into by and between Direction Inc. and the Client. By signing this Agreement, the Client confirms that the Client has read and agrees to all of the terms set forth herein.
1. DEFINITIONS
- Services means the search engine optimization work and associated deliverables to be provided by Direction Inc. as described in the attached proposal.
- Initial Term means the minimum period during which the Services will be provided as indicated in the proposal.
- Deliverables means the tangible and intangible outputs generated by Direction Inc. in connection with the Services.
- Effective Date means the date on which this Agreement is signed by the Parties.
2. SCOPE OF SERVICES
2.1 The Client engages Direction Inc. to perform search engine optimization services for the Client’s website as specified in the proposal.
2.2 Direction Inc. will provide periodic reporting of campaign performance beginning at the end of the first month after the Effective Date.
2.3 The Client agrees to supply all necessary assets, information, and access required for Direction Inc. to perform the Services. The Client shall furnish any requested information within three business days from receipt via the designated portal or email.
2.4 The Client acknowledges that Direction Inc. may make modifications, enhancements, and updates to the Client’s existing website during the provision of search engine optimization services. Such modifications include but are not limited to restructuring the landing page architecture, refining user interface elements, adjusting conversion funnels including contact forms, implementing schema markup and structured data, and revising on-page elements to align with current search engine guidelines and algorithms.
2.5 The Client further acknowledges that these modifications are intended to improve user experience, increase website accessibility and navigability, boost organic search visibility, and improve conversion rates. The Client understands that while these changes may alter certain visual or functional aspects of the website, they are implemented to improve search engine performance and user engagement metrics.
3. PAYMENT TERMS
3.1 The Services are provided on a subscription basis at the monthly rate indicated in the proposal. The Client must provide a valid payment method at https://direction.com/credit-card/ for automatic monthly billing or arrange for bank wire transfers.
3.2 The initial payment, which includes the setup fee and the first month’s fee, must be received before any Services begin.
3.3 For Clients using bank wire transfers, Direction Inc. will send invoices two (2) weeks before the due date to ensure the monthly payment arrives on time. If bank wire payments are late three (3) times, the Client will be required to provide a valid credit card to be kept on file for future payments.
3.4 Payments are due on the invoice date. Should a payment be overdue by more than five (5) days, all work and deliverables will be suspended until the payment is received.
3.5 If an invoice remains unpaid for more than twenty-eight (28) days, Direction Inc. may remove prior month deliverables from the Client’s website until the account is current.
3.6 Invoices unpaid beyond thirty days may incur interest at a rate of 1.5% per month and may be forwarded to a collection agency with the Client responsible for any related fees.
4. TERM AND COMMITMENT
4.1 The Client agrees to pay the monthly fee as specified in the proposal for the duration of the contract. The initial commitment period is twelve months from the Effective Date.
4.2 This Agreement does not automatically renew. During month 11 of the Agreement, Direction Inc. and the Client will conduct a review of SEO campaign progress, performance metrics, and results achieved. If mutually agreed upon, the parties may enter into a new 12-month agreement for continued SEO services or additional digital marketing offerings.
5. TERMINATION AND CANCELLATION
5.1 The Client is advised to commit to the minimum service period specified in the proposal to obtain measurable results.
5.2 If the Client terminates the Agreement within the initial twelve-month period, a cancellation fee equal to 1.5 times one month’s campaign cost will apply.
5.3 After twelve continuous months of service, termination requires a written notice provided at least sixty days in advance, and the cancellation fee will be waived.
5.4 If the next billing date occurs during the notice period, the Client will be billed for the next two cycles occurring within that period.
5.5 Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of any obligation and fails to remedy such breach within ten business days after receiving written notice of the breach.
5.6 Material breaches include failure to provide required data, non-payment, or any conduct that undermines the purpose of this Agreement.
5.7 Termination for cause does not affect any rights or obligations that have accrued prior to the termination date.
6. INTELLECTUAL PROPERTY
6.1 All materials supplied by the Client remain the property of the Client, and the Client warrants that the Client has permission to use such materials.
6.2 Materials created by Direction Inc. that are not supplied by the Client remain the property of Direction Inc. until full payment is received. Once full payment is received, the Client will own all content created by Direction Inc. specifically for the Client’s website as part of the Services.
6.3 Direction Inc. reserves the right to display examples of its work in its portfolio and future promotional materials.
6.4 After full payment has been received as agreed upon, Direction Inc. will never remove any work done on the Client’s website. This represents an investment into the Client’s business, and Direction Inc. respects the Client’s decision to choose Direction Inc. as a partner in growth.
7. CONFIDENTIALITY
7.1 Each Party agrees that any non-public information disclosed by one Party to the other is confidential and will be kept in strict confidence.
7.2 Confidential information includes but is not limited to marketing strategies, sales data, pricing policies, intellectual property details, and any information relating to a Party’s business operations.
7.3 Both Parties agree to take reasonable precautions to safeguard such confidential information.
8. DATA PROTECTION AND PRIVACY COMPLIANCE
8.1 Both Parties shall comply with all applicable data protection and privacy laws, including regulations similar to the GDPR.
8.2 Direction Inc. will process any personal or sensitive information provided by the Client solely for executing the Services and according to the Client’s instructions.
8.3 Direction Inc. will implement reasonable security measures to protect any data provided by the Client.
8.4 In the event of a data breach affecting the Client’s information, Direction Inc. will notify the Client as soon as practicable and work with the Client to remedy the breach.
9. SERVICE LEVEL COMMITMENTS
9.1 Direction Inc. will provide support during normal operating hours as specified in this Agreement.
9.2 Inquiries or support requests received during these hours will receive a response within twenty-four hours during normal operating hours.
9.3 If additional support is needed outside these hours, the Parties agree to discuss and document any necessary adjustments or response times in writing. Any additional support requested that is outside of the stated deliverables in the contract will be charged an additional fee, which will be agreed upon in writing by both parties.
10. THIRD-PARTY DEPENDENCIES
10.1 The Client acknowledges that some aspects of the Services depend on third-party vendors or platforms.
10.2 Direction Inc. is not responsible for delays, failures, or errors directly attributable to the actions or policies of any third party.
10.3 In cases where third-party factors impact the Services, Direction Inc. will notify the Client and work in good faith to address the issue within the limits of its control.
11. LIMITATION OF WARRANTIES AND INDEMNIFICATION
11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DIRECTION INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES.
11.2 The Client agrees to indemnify and hold harmless Direction Inc., its officers, and employees from any claims, losses, or damages arising from the Client’s use of the Services or from any breach of this Agreement by the Client.
11.3 The indemnification obligations shall survive termination of this Agreement and apply to any claims arising from events prior to termination.
12. DISPUTE RESOLUTION
12.1 If any dispute arises under or relating to this Agreement, the Parties agree to first attempt to resolve it through mutual discussion.
12.2 If the dispute remains unresolved, the Parties agree to binding arbitration in Texas pursuant to the commercial rules of the American Arbitration Association.
12.3 The prevailing Party in any dispute resolution process shall be entitled to recover all reasonable fees and costs incurred.
13. AMENDMENT AND MODIFICATION PROCEDURES
13.1 This Agreement may be amended only by a written document signed by both Parties.
13.2 Any modifications must clearly outline changes to the scope of Services, payment terms, or any other material aspect of the Agreement.
13.3 No verbal or implied changes shall be effective unless confirmed in a written amendment signed by the authorized representatives of both Parties.
14. GENERAL PROVISIONS
14.1 This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations.
14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
14.3 This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles.
14.4 Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
14.5 All notices required under this Agreement shall be in writing and delivered by email, certified mail, or courier service to the addresses specified in this Agreement.
MOSAIC LOCATION LANDING PAGE SERVICES AGREEMENT
This Agreement is entered into by and between Direction Inc. and the Client. By signing this Agreement, the Client confirms that the Client has read and agrees to all of the terms set forth herein.
1. DEFINITIONS
- Services means the Mosaic location landing page development work and associated deliverables to be provided by Direction Inc. as described in the attached proposal.
- Initial Term means the minimum period during which the Services will be provided as indicated in the proposal.
- Deliverables means the tangible and intangible outputs generated by Direction Inc. in connection with the Services.
- Effective Date means the date on which this Agreement is signed by the Parties.
- Mosaic Process means Direction Inc.’s proprietary AI-driven programmatic content creation system, including all related methodologies, technical setups, research, documentation, customer profiles, prompt engineering systems, content strategies, and deployment procedures.
- Confidential Information means any and all technical and business information disclosed or made available to the Client by Direction Inc., including the Mosaic Process and related proprietary information.
2. SCOPE OF SERVICES
2.1 The Client engages Direction Inc. to perform Mosaic location landing page development services for the Client’s website as specified in the proposal.
2.2 Direction Inc. will provide periodic reporting of campaign performance beginning at the end of the first month after the Effective Date.
2.3 The Client agrees to supply all necessary assets, information, and access required for Direction Inc. to perform the Services. The Client shall furnish any requested information within three business days from receipt via the designated portal or email.
2.4 The Client acknowledges that Direction Inc. will create customized service page templates and location-based frameworks for each service line which require specialized development, with setup costs spread across a 90-day period following initiation.
2.5 The Client acknowledges that Direction Inc. may make modifications, enhancements, and updates to the Client’s existing website during the provision of Services. Such modifications include but are not limited to restructuring the landing page architecture, refining user interface elements, adjusting conversion funnels including contact forms, implementing schema markup and structured data, and revising on-page elements to align with current search engine guidelines and algorithms.
2.6 The Client further acknowledges that these modifications are intended to improve user experience, increase website accessibility and navigability, boost organic search visibility, and improve conversion rates. The Client understands that while these changes may alter certain visual or functional aspects of the website, they are implemented to improve search engine performance and user engagement metrics.
3. PAYMENT TERMS
3.1 The Services are provided on a subscription basis at the monthly rate indicated in the proposal. The Client must provide a valid payment method at https://direction.com/credit-card/ for automatic monthly billing or arrange for bank wire transfers.
3.2 The initial payment, which includes the setup fee and the first month’s fee, must be received before any Services begin.
3.3 For Clients using bank wire transfers, Direction Inc. will send invoices two (2) weeks before the due date to ensure the monthly payment arrives on time. If bank wire payments are late three (3) times, the Client will be required to provide a valid credit card to be kept on file for future payments.
3.4 Payments are due on the invoice date. Should a payment be overdue by more than five (5) days, all work and deliverables will be suspended until the payment is received.
3.5 If an invoice remains unpaid for more than twenty-eight (28) days, Direction Inc. may remove prior month deliverables from the Client’s website until the account is current.
3.6 Invoices unpaid beyond thirty days may incur interest at a rate of 1.5% per month and may be forwarded to a collection agency with the Client responsible for any related fees.
4. TERM AND COMMITMENT
4.1 The Client agrees to pay the monthly fee as specified in the proposal for the duration of the contract. The initial commitment period is twelve months from the Effective Date.
4.2 This Agreement does not automatically renew, as all outlined location landing pages will have been created during the initial term. During month 11 of the Agreement, Direction Inc. and the Client will conduct a review of progress, performance, and results. If mutually agreed upon, the parties may enter into a new 12-month agreement for the development of additional location landing pages or other services.
5. TERMINATION AND CANCELLATION
5.1 Due to the significant upfront investment in creating customized service templates and location-based frameworks, this agreement requires a 90-day written notice for cancellation.
5.2 Each service line requires specialized template development, with setup costs for any more than one (1) template type spread across a 90-day period following initiation, or paid up-front, depending on the contract.
5.3 If the agreement is terminated before the completion of any 90-day template setup period, the following will apply:
- The full template setup fee for any service line currently in development must be paid in full
- All completed work and templates will be delivered to the Client
- Any pages already created and published will remain active
- No refunds will be issued for template setup fees or pages ready to launch as these represent work already performed
5.4 Written notice of cancellation must be provided via email to Direction Inc., and an email response from Direction Inc. acknowledging reception of the cancellation email. The 90-day notice period begins on the date the cancellation notice is received.
5.5 Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of any obligation and fails to remedy such breach within ten business days after receiving written notice of the breach.
5.6 Material breaches include failure to provide required data, non-payment, or any conduct that undermines the purpose of this Agreement.
5.7 Termination for cause does not affect any rights or obligations that have accrued prior to the termination date.
6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
6.1 All materials supplied by the Client remain the property of the Client, and the Client warrants that the Client has permission to use such materials.
6.2 Materials created by Direction Inc. that are not supplied by the Client remain the property of Direction Inc. until full payment is received. Once full payment is received, the Client will own all content created by Direction Inc. specifically for the Client’s website as part of the Services.
6.3 Direction Inc. reserves the right to display examples of its work in its portfolio and future promotional materials.
6.4 After full payment has been received as agreed upon, Direction Inc. will never remove any work done on the Client’s website. This represents an investment into the Client’s business, and Direction Inc. respects the Client’s decision to choose Direction Inc. as a partner in growth.
6.5 The Client acknowledges that the Mosaic Process, including all methodologies, technical setups, AI framework configurations, content strategies, project management workflows, and all related documentation and data are the exclusive and confidential intellectual property of Direction Inc.
6.6 The Client agrees to maintain strict confidentiality regarding the Mosaic Process and shall not:
- Reverse engineer or attempt to replicate any aspect of the Mosaic Process
- Share, disclose, or describe the Mosaic Process to any third party
- Use or incorporate any aspects of the Mosaic Process for any purpose outside the scope of this Agreement
- Copy or duplicate any proprietary templates, systems, or methodologies
6.7 Each Party agrees that any non-public information disclosed by one Party to the other is confidential and will be kept in strict confidence.
6.8 Confidential information includes but is not limited to marketing strategies, sales data, pricing policies, intellectual property details, and any information relating to a Party’s business operations.
6.9 Both Parties agree to take reasonable precautions to safeguard such confidential information.
6.10 The confidentiality obligations under this Agreement shall survive the termination of this Agreement.
7. DATA PROTECTION AND PRIVACY COMPLIANCE
7.1 Both Parties shall comply with all applicable data protection and privacy laws, including regulations similar to the GDPR.
7.2 Direction Inc. will process any personal or sensitive information provided by the Client solely for executing the Services and according to the Client’s instructions.
7.3 Direction Inc. will implement reasonable security measures to protect any data provided by the Client.
7.4 In the event of a data breach affecting the Client’s information, Direction Inc. will notify the Client as soon as practicable and work with the Client to remedy the breach.
8. SERVICE LEVEL COMMITMENTS
8.1 Direction Inc. will provide support during normal operating hours (Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding holidays).
8.2 Inquiries or support requests received during these hours will receive a response within twenty-four hours during normal operating hours.
8.3 If additional support is needed outside these hours, the Parties agree to discuss and document any necessary adjustments or response times in writing. Any additional support requested that is outside of the stated deliverables in the contract will be charged an additional fee, which will be agreed upon in writing by both parties.
9. THIRD-PARTY DEPENDENCIES
9.1 The Client acknowledges that some aspects of the Services depend on third-party vendors or platforms.
9.2 Direction Inc. is not responsible for delays, failures, or errors directly attributable to the actions or policies of any third party.
9.3 In cases where third-party factors impact the Services, Direction Inc. will notify the Client and work in good faith to address the issue within the limits of its control.
10. LIMITATION OF WARRANTIES AND INDEMNIFICATION
10.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DIRECTION INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES.
10.2 The Client agrees to indemnify and hold harmless Direction Inc., its officers, and employees from any claims, losses, or damages arising from the Client’s use of the Services or from any breach of this Agreement by the Client.
10.3 The indemnification obligations shall survive termination of this Agreement and apply to any claims arising from events prior to termination.
11. DISPUTE RESOLUTION
11.1 If any dispute arises under or relating to this Agreement, the Parties agree to first attempt to resolve it through mutual discussion.
11.2 If the dispute remains unresolved, the Parties agree to binding arbitration in Texas pursuant to the commercial rules of the American Arbitration Association.
11.3 The prevailing Party in any dispute resolution process shall be entitled to recover all reasonable fees and costs incurred.
12. AMENDMENT AND MODIFICATION PROCEDURES
12.1 This Agreement may be amended only by a written document signed by both Parties.
12.2 Any modifications must clearly outline changes to the scope of Services, payment terms, or any other material aspect of the Agreement.
12.3 No verbal or implied changes shall be effective unless confirmed in a written amendment signed by the authorized representatives of both Parties.
13. REMEDIES FOR BREACH
13.1 The Client acknowledges that any breach of the confidentiality or intellectual property provisions of this Agreement may cause irreparable harm to Direction Inc. for which monetary damages may be an insufficient remedy.
13.2 In the event of any breach or threatened breach of these provisions, Direction Inc. shall be entitled to seek immediate injunctive relief, specific performance, and any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.
14. GENERAL PROVISIONS
14.1 This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations.
14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
14.3 This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws principles.
14.4 Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
14.5 All notices required under this Agreement shall be in writing and delivered by email, certified mail, or courier service to the addresses specified in this Agreement.
14.6 This Agreement and the rights and obligations hereunder may not be assigned by the Client without the prior written consent of Direction Inc.
14.7 The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Summary
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So, in short;
You, hereby referred to as CLIENT, are hiring us, Direction Inc., hereby referred to as THE COMPANY, together hereby referred to as THE PARTIES, or singularly as PARTY to:
Design & Develop a new website in WordPress for the estimated total price as outlined in the signed proposal.
Of course it’s a little more complicated, but we’ll get to that.
The Client and the Company Agree as Follows
CLIENT: CLIENT has the authority to enter into this contract on behalf of CLIENT’s company or organization. CLIENT will provide THE COMPANY with the assets and information THE COMPANY requires to complete the project. CLIENT will do this within two (2) business days when asked and provide it in the formats asked for. CLIENT will review all work, provide feedback and approval in a timely manner as well. Deadlines work two ways, so CLIENT will be bound by dates set in the PROPOSAL. You also agree to stick to the payment schedule set out at the end of this contract.
THE COMPANY: THE COMPANY has the experience and ability to do everything THE COMPANY agreed to and will perform all work and communication in a professional and timely manner. THE COMPANY will endeavor to meet every deadline that’s set and will maintain the confidentiality of everything CLIENT provides THE COMPANY.
By signing this agreement, CLIENT has retained THE COMPANY to proceed with design and development of a new WordPress website, as determined by CLIENT, who agrees to the terms and conditions as set forth in this Agreement. THE COMPANY agrees to execute on everything stated above in this proposal to the best of THE COMPANY‘s ability to achieve the best results possible.
During this period after contract execution, THE COMPANY agrees to devote the number of hours as necessary to deliver everything stated in the PROPOSAL. Work will occur between the hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays.
THE COMPANY will run the card on file for CLIENT as for the agreed and signed on amount in PROPOSAL.
Website General Specifications
CLIENT’S website (the “Website”) will be created on WordPress. There are no exceptions to this policy. It is further understood that the Website will be designed to work with all common mobile, desktop or laptop computer-controlled Web browsers. This WordPress theme will not be a custom-designed theme but will be a theme available in the market, selected by COMPANY, which is customizable for use. THE COMPANY will train the CLIENT on the use of the theme upon completion of the project.
CLIENT will provide THE COMPANY with all necessary access to website hosting, domain name registries via website intake form found at https://direction.com/new-website-checklist/ or related service providers, prior to commencement of work on the Project.
CLIENT understands that the project consists only of design and development, and does not include content creation, copywriting, or any services similar which consist of creative writing. If those services are requested, they will be billed for separately.
The Website DESIGN will consist of five (5) core page designs, as follows:
1. Home. This page will have text and photographs of the CLIENT. The materials utilized on this page are to be supplied by the CLIENT at its expense unless otherwise noted. They must be approved and may be edited by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress. This page will not include any content edits or any new written content unless paid for additionally.
2. About Us. This page will provide a company history and information about its staff, prepared using materials supplied by the CLIENT which must be approved by the CLIENT, and may be edited, by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress. This page will not include any content edits or any new written content unless paid for additionally…
3. Services. This page will contain a list of CLIENT’S services, prepared using materials supplied by the CLIENT, which must be approved, and may be edited, by THE COMPANY to ensure that the same can be published as a single functional page within the design requirements of WordPress or another approved medium. The page will not include any content edits or any new written content unless paid for additionally…
4. Blog Posts Layout. This page will contain a layout ONLY for blog posts. Unless provided during the development period of the Website, this page will not include any content edits or any new written content unless paid for additionally…
5. Blog Post. This page will be a design layout that will be implemented for all blog post types. These pages will not include any content edits or any new written content unless paid for additionally.
6. Contact Us. This page will contain a contact form allowing website visitors to send a message to the CLIENT. This page will not include any content edits or any new written content unless paid for additionally.
Additional Page Designs / Page Design Templates will be billed at $1500.00 per page, with design edits billed at $125/hour.
Transferring of content from current website pages into a page design template will be billed at $75.00/page, with design edits billed at $125/hour.
All additional page designs, page transfers, and design edits which were not clearly specified in the proposal will be billed for within thirty (30) days, and will be due upon receipt and must be paid, in full, before the Website is live.
Website Design and Development Phases
Impact Website – 12 Weeks
High Impact Website – 16 Weeks
Market Domination Website – 20 Weeks
The design process will consist of six phases:
- Research
- Concept Development
- Design
- Technical
- Testing
- Launch
- The Impact Package Project Timeline
1. In the Research Development phase (Weeks 1-2), THE COMPANY will review the intake form answers provided by THE CLIENT, brainstorm ideas internally, and then prepare design ideas to be reviewed externally.
2. In the Concept Development phase (Weeks 3-4), THE COMPANY will begin work by outlining the basic flow of the Website and gathering the text, colors, images, and anything else requested by THE COMPANY or provided by the CLIENT for the new Website. THE COMPANY will provide THE CLIENT with an initial mockup. Approval must be received one week after the mockup is delivered; if no feedback is given, THE COMPANY will build out the rest of the site according to the mockup. If THE CLIENT rejects the first mockup, THE COMPANY will provide a second mockup. THE CLIENT must decide between the two mockups, and THE COMPANY will build out the remainder of the site according to the selected design.
3. In the Design phase (Weeks 5-10), THE COMPANY will build out the remainder of the outlined web pages and integrate the images and text. THE CLIENT is entitled to the number of pages specified in the proposal. Additional page transfers or builds will be billed at a rate of $125.00 per hour. During the Design Phase, any design changes or edits requested by the CLIENT will be performed, but significant design overhauls will be billed at the aforementioned hourly rate. After weeks 5-10, if the site is moved back into the design phase for any reason, all further page design iterations will be billed at $125.00 per hour.
4. In the Technical phase (Weeks 9-14), THE COMPANY will perform all technical aspects related to on-page SEO, and add interactive functionality such as forms and emails.
5. In the Testing phase (Weeks 11-16), both THE COMPANY and THE CLIENT will check the entire Website to make sure it is operating as expected. Additionally, THE CLIENT will have one week to submit photos and content for the site. If these are not received, THE COMPANY will substitute placeholder text and images. Replacement of placeholder text and image assets will be billed at an hourly rate of $75.00 per hour. Upon completion of the site, this Website will work in all common browsers and all standard mobile devices.
6. Launch! (Weeks 12-20) THE CLIENT has two weeks to submit final revisions and feedback. If none is received or once all revisions are completed, THE COMPANY will enable the website server, ensure proper domain DNS pointing, and push the Website live.
1.The High Impact Package Project
Timeline
1. In the Research Development phase (Weeks 1-2), THE COMPANY will review the intake form answers provided by THE CLIENT, brainstorm ideas internally, and then prepare design ideas to be reviewed internally.
2. In the Concept Development phase (Weeks 3-4), THE COMPANY will begin work by outlining the basic flow of the Website and gathering the text, colors, images, and anything else requested by THE COMPANY or provided by the CLIENT for the new Website. THE COMPANY will provide THE CLIENT with an initial homepage mockup. Approval must be received two weeks after the mockup is delivered; if no feedback is given, THE COMPANY will build the following pages according to the initial homepage design mockup. If THE CLIENT rejects the first mockup, THE COMPANY will provide a second mockup. THE CLIENT must decide between the two mockups within two weeks, after which time THE COMPANY will begin to develop mockups for the following pages according to the selected design.
3. In the Design phase (Weeks 5-10), THE COMPANY will integrate the images and text provided by THE CLIENT. During the Design Phase (weeks 5-10), any design changes or edits requested by the CLIENT (within the two rounds of changes) will be performed. Each page that is designed is entitled two rounds of revisions, (Revisions include, changing page images, site colors, copy and page padding) Site revisions will be made through THE COMPANY’s online revision platform. THE COMPANY will follow this process for design and approval on a page-by-page basis.
4. In the Technical phase (Weeks 9-14), THE COMPANY will perform all technical aspects related to on-page SEO, and add interactive functionality such as forms and emails.
5. In the Testing phase (Weeks 11-16), both THE COMPANY and THE CLIENT will check the entire Website to make sure it is operating as expected. Additionally, THE CLIENT will have two weeks to submit photos and content for the site. If these are not received, THE COMPANY will substitute placeholder text and images. Replacement of placeholder text and image assets will be billed at an hourly rate of $65.00 per hour. Upon completion of the site, this Website will work in all common browsers and all standard mobile devices.
6. Launch! (Weeks 12-20) THE CLIENT has two weeks to submit final revisions and feedback. If none is received or once all revisions are completed, THE COMPANY will enable the website server, ensure proper domain DNS pointing, and push the Website live.
II. The High Impact Package Project
Timeline
1. In the Research Development phase (Weeks 1-2), THE COMPANY will review the intake form answers provided by THE CLIENT and brainstorm ideas internally, then prepare design ideas to be reviewed internally.
2. In the Concept Development phase (Weeks 3-4), THE COMPANY will begin work by outlining the basic flow of the website and gathering the text, colors, images and anything else requested by THE COMPANY or provided by CLIENT for the new website. THE COMPANY will provide THE CLIENT with an initial homepage mockup. Approval must be received 2 weeks after the mockup is delivered; if no feedback is given THE COMPANY will build out the following pages according to the initial homepage design mockup. If THE CLIENT rejects the first mockup, THE COMPANY will provide a second mockup. THE CLIENT must decide between the two mockups within 2 weeks, after which time THE COMPANY will begin to develop mockups for the following pages according to the selected design.
3. In the Design phase (Weeks 5-10), THE COMPANY will integrate the images and text provided by THE CLIENT. During the Design Phase, any and all design changes or edits requested by CLIENT will be performed. Each page that is designed is entitled to one round of revisions, which will be sent by THE CLIENT in a consolidated email to THE COMPANY for implementation before the next page mockup is designed. THE COMPANY will follow this process for design and approval on a page-by-page basis.
4. In the Technical phase (Weeks 9-14), THE COMPANY will perform all technical aspects related to on-page SEO, and add interactive functionality such as forms and emails.
5. In the Testing phase (Weeks 11-16), both THE COMPANY and THE CLIENT will check the entire website to make sure it is operating as expected. Additionally, THE CLIENT will have 2 weeks to submit photos and content for the site. If these are not received, THE COMPANY will substitute placeholder text and images. Replacement of placeholder text and image assets will be billed at an hourly rate of $65.00 per hour. Upon completion of the site, this website will work in all common browsers and all common mobile devices.
6. Launch! (Weeks 12-20) THE CLIENT has 2 weeks to submit final revisions and feedback. If none is received or once all revisions are completed, THE COMPANY will enable the website server, ensure proper domain DNS pointing, and push the website live.
III. The Market Domination Package Project Timeline
1. In the Research Development phase (Weeks 1-2), THE COMPANY will review the intake form answers provided by THE CLIENT and brainstorm ideas internally, then prepare design ideas to be reviewed internally.
2. In the Concept Development phase (Weeks 3-4), THE COMPANY will begin work by outlining the basic flow of the website and gathering the text, colors, images and anything else requested by THE COMPANY or provided by CLIENT for the new website. THE COMPANY will provide THE CLIENT with an initial homepage mockup. Approval must be received 2 weeks after the mockup is delivered; if no feedback is given THE COMPANY will build out the following pages according to the initial homepage design mockup. If THE CLIENT rejects the first mockup, THE COMPANY will provide two additional mockups. THE CLIENT must decide between the two mockups within 3 weeks, after which time THE COMPANY will begin to develop mockups for the following pages according to the selected design.
3. In the Design phase (Weeks 5-10), THE COMPANY will integrate the images and text provided by THE CLIENT. During the Design Phase, any and all design changes or edits requested by CLIENT will be performed. Each page that is designed is entitled to two rounds of revisions, which will be sent by THE CLIENT in a consolidated email to THE COMPANY for implementation before the next page mockup is designed. THE COMPANY will follow this process for design and approval on a page-by-page basis.
4. In the Technical phase (Weeks 9-14), THE COMPANY will perform all technical aspects related to on-page SEO, and add interactive functionality such as forms and emails.
5. In the Testing phase (Weeks 11-16), both THE COMPANY and THE CLIENT will check the entire website to make sure it is operating as expected. Additionally, THE CLIENT will have 3 weeks to submit photos and content for the site. If these are not received, THE COMPANY will substitute placeholder text and images. Replacement of placeholder text and image assets will be billed at an hourly rate of $65.00 per hour. Upon completion of the site, this website will work in all common browsers and all common mobile devices.
6. Launch! (Weeks 12-20) THE CLIENT has 3 weeks to submit final revisions and feedback. If none is received or once all revisions are completed, THE COMPANY will enable the website server, ensure proper domain DNS pointing, and push the website live.
*If 3 weeks is not a sufficient time frame for THE CLIENT to make revisions and requests, this can be accommodated only through special request by THE CLIENT to THE COMPANY and must be submitted in writing.
The dates in the tables above and details below are estimates based on THE COMPANY’s experience with website design & development projects.
Communication
In order to eliminate any confusion on the project, CLIENT will have access to a dedicated campaign manager during normal operation hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays via a phone call or video / screen meetings as long as the request for such is provided at least one (1) business work days in advance.
Access to email support with your dedicated campaign manager is unlimited during normal operation hours of 9:00 am to 6:00 pm Mondays to Thursdays, and 9:00 am to 1:00 pm Fridays, with response times via email within 48 hours.
For phone calls and video / screen communication, CLIENT is allotted up to 1 hour per week. Additional time exceeding one (1) hour per week will be billed at $65.00/hr, beginning 15 minutes after the one (1) hour. All additional time will be noted by THE COMPANY and will be billed for within thirty (30) days, will be due upon receipt and must be paid, in full, before the website going live.
If the CLIENT launches the website without paying any outstanding invoices, THE COMPANY reserves all rights to pursue legal action against CLIENT.
Additional Development Services
Any other development services such as integrations, custom features, or any other development work requested by CLIENT which is not specifically stated in PROPOSAL which is provided in addition to the deliverables reflected in PROPOSAL will be billed at $125.00/hour and will be billed separately, prior to the website launch.
While no additional expenses are foreseen, if any third party plugins or softwares are specifically requested by Client during the term of this contract, they will be purchased by Client, then provided to THE COMPANY.
General
(a) Non-Assignability and Binding Effect. Representative may not assign its rights and obligations under this Agreement without the written consent of THE COMPANY, except pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.
(b) Notices. Any notice required or permitted to be given under this Agreement will be valid if it is writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below and with the proper postage affixed. Either party may change its address for receipt of notice by sending notice as designated above. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
(c) Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing PARTY.
(e) Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Virginia, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
(f) Arbitration. Any disputes related to or arising out of this agreement shall be submitted to binding arbitration in the state of Virginia before a mutually agreed upon arbitrator pursuant to the commercial 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 costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the prevailing PARTY.
(g) Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
(h) Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
(i) Entire Agreement. This Agreement, including any Exhibits, is the final and complete expression of all agreements between these PARTIES and supersedes all previous oral and written agreements regarding these matters. It may be changed only by a written agreement signed by the PARTY against whom enforcement is sought. The exhibits referred to in this Agreement are incorporated by this reference as if fully set forth here.
THE COMPANY assumes you, CLIENT has permission from the rightful owner to use any code, scripts, data, and reports are provided by you for inclusion in its materials, and will hold harmless, protect, and defend THE COMPANY from any claim or suit arising from the use of such work.
THE COMPANY retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects.
Proprietary Information and Use of Materials
All information disclosed by one PARTY to the other PARTY, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a PARTY’s employees and other confidential or Proprietary Information belonging to or related to a PARTY’s affairs. The receiving PARTY acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving PARTY will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving PARTY. The PARTIES, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The PARTIES warrant and represent that the degree of care contemplated herein is adequate and the PARTIES will take any and all steps reasonably necessary to preserve such Proprietary Information.
Remedies
THE PARTIES acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected PARTY, for which monetary damages, on their own, would be inadequate. Accordingly, THE PARTIES agree the adversely affected PARTY shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
Limitation of Liability
THE COMPANY shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. THE COMPANY is not liable for any or all business losses or expenses in the operation of your site including during downtime, loss in sales, loss in revenues, loss of profit, depreciation of assets, or transportation expenses or changes in any search engine or directory. THE COMPANY is not responsible for errors which result from faulty or incomplete information supplied to THE COMPANY by CLIENT. CLIENT also agrees to not seek damages directly or indirectly through suits by or against other parties. THE COMPANY shall not be liable to CLIENT for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.
(a) Disclaimer of damages. Notwithstanding anything to the contrary contained in this agreement, THE COMPANY will not, under any circumstances, be liable to client for consequential, incidental, special, punitive, or exemplary damages arising out of or related to the services or CLIENT’s website, including but not limited to lost profits, loss of business, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or reduction in rankings, sales, or performance that are caused by communication failure, theft, destruction or unauthorized access to THE COMPANY’s records or programs, or any acts or omissions of search engines, directories or other places on the web which may or may not link to CLIENT’s site(s), even if THE COMPANY is apprised of the likelihood of such damages occurring.
(b) Cap on liability. Under no circumstances will THE COMPANY’s total liability of all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount paid by client to THE COMPANY under this agreement (determined as of the date of any final judgment in an action).
Handling of Disputes
THE PARTIES agree that any dispute regarding this Agreement, and any claim made by CLIENT for return of monies paid to THE COMPANY, shall be handled in accordance with applicable Virginia State and Federal laws. CLIENT agrees that, regardless of whether CLIENT is ultimately successful in any credit card cancellation dispute, it is liable to pay THE COMPANY for all work completed. If CLIENT does not pay upon THE COMPANY’s demand and within 30 days, THE COMPANY reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if THE COMPANY is successful in any payment dispute, THE COMPANY reserves the right to pursue CLIENT for the costs THE COMPANY had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the from time THE COMPANY and its representatives spent handling such dispute, at THE COMPANY’s hourly rate of $200.00/hour.
No Guarantee
THE COMPANY does not warrant or guarantee any specific level of performance or results. CLIENT acknowledges search results, search engine rankings, and Paid Search results are influenced by many factors, and Direction does not make any promise or guarantee with respect to any position, placement, rank of Website or ad in any search engine, and THE COMPANY has made no guarantees, representations, or warranties to CLIENT with respect to the results or performance of services, including, but not limited to, the quality or volume of Internet traffic or business the services will generate. Examples of results obtained for other clients of THE COMPANY may be used as a marketing tool and shown to CLIENT for demonstrative purposes only and should not be construed by CLIENT as indicating any promised results or level of results.
Payment
The amount due for the services to be provided by THE COMPANY hereunder for the design and launch of the Website shall be the price agreed to in the proposal. This sum shall be paid in full by CLIENT prior to the commencement of the Launch phase.
CLIENT agrees to pay THE COMPANY the Pricing selected in the Pricing section of the Proposal. THE COMPANY reserves the right not to commence the Services until the Initial Payment from CLIENT is received.
THE COMPANY requires a credit or debit card to be on file at https://direction.com/credit-card/ which will be automatically charged for additional design or development services prior to the additional work begging, and is required to be paid, in full for the website to launch. If payment is ever more than five (5) business days late, THE COMPANY will immediately halt all work and not launch the website until the account is reconciled.
By keeping a debit or credit card on file, CLIENT takes responsibility for all charges made in accordance with the chosen plan and THE AGREEMENT. There are strictly no refunds on any services provided by THE COMPANY. Once a payment is made, CLIENT SHALL HAVE NO RIGHT TO CANCEL THIS AGREEMENT, and under no circumstances shall CLIENT be entitled to a refund of the sum paid.
Ownership of Work
CLIENT warrants that all text, photographs, graphics, designs, logos, trademarks, service marks, artwork or videos provided to THE COMPANY for the Website is either owned by CLIENT or it has lawful permission to use the same on the Website, without cost or expense to THE COMPANY, and CLIENT shall hold harmless, defend, and indemnify THE COMPANY, from and against any claims, demands, suits or causes of action of any kind arising from THE COMPANY’S inclusion of such materials on the Website.
THE COMPANY warrants that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video, not provided by CLIENT, that THE COMPANY includes in the Website is owned by the THE COMPANY, or used with permission of the owner for use on the Website, and THE COMPANY shall hold harmless, defend, and indemnify, CLIENT from and against any claims, demands, suits or causes of action of any kind arising from its inclusion of such materials on the Website.
Neither party shall include within the Website any functionality that is protected by a patent to which the party who has provided the functionality has no license or permission to use.
From the date of CLIENT’S payment of the total amount due for the Website’s development and launch, CLIENT shall own the intellectual property rights in all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to THE COMPANY for purposes of the Website design. At no time, however, shall THE COMPANY convey to CLIENT, nor shall it lose, its free and unrestricted rights in its technical know-how, expertise, its software and hardware designs and design features, nor the native source files used in developing the Website.
THE COMPANY will never remove any work done to the CLIENT’s website or for the CLIENT’s website. This is an investment into the CLIENT’s business, and we respect the CLIENT’s decision to choose THE COMPANY as the CLIENT’S partner in growth. THE COMPANY does not take a single penny the CLIENT spends with THE COMPANY lightly, and THE COMPANY is very serious about producing results.
Entire Agreement
CLIENT’s signature on the web design and development proposal indicates acceptance of everything outlined above, provision of initial payment as agreed upon in the signed proposal and entrance into a contractual agreement with DIRECTION INC. beginning on the date of signature and receipt of payment.
