Notepad Design

Terms

• Service agreement between webwilly and the client in Quebec.

Interpretation

• In the contract, unless the context otherwise requires
• “webwilly”, “we”, or “us” is the service provider or contractor.
• “the client”, “you”, or “your” is the entity, business or person purchasing the service.
• “parties” or “both parties” is the client and webwilly.
• “contract” or “this service” is the service agreement combined with the options purchased.
• “product options”, “service options” or “design options” are the options selected by the client at the point of purchase.
• “design details” are the instructions and materials included by the client at the point of purchase.
• “materials” are the templates, stock images, icons, etc. used in the client’s design.
• “stock images” are the images sold with a license for use in client work to be published.
• “content” is the text, paragraphs, titles, lists, etc. used in the client’s design.
• “system” is the webwilly website used by the client to purchase products and services.
• “design” or “client’s design” is the work done for the client by webwilly.
• “final design” is the last design sent to the client once all the work hours are spent by webwilly.
• “work hours” are the hours included in the service agreement. These hours can be design hours, admin hours, content hours or others.
• “design hours” are the hours included in the service agreement which are used to modify or create the visual aspect of the good or service purchased.
• “admin hours” are the hours included in the service agreement which are used to setup, modify, and manage different settings and accounts.
• “content hours” are the hours included in the service agreement which are potentially used to correct, translate, or write content depending on the selected options.
• “SEO hours” are the hours included in the service agreement which are potentially used to modify the client’s website for the Google search engine depending on the selected options.
• “memberships” are the services sold by webwilly that require the client to pay a recurring subscription to access the service and other related services.

Service Agreement Documents

• This service agreement should be interpreted with the following documents:
• The purchase receipt including the service options purchased by the client.
• webwilly’s website privacy policy, found in webwilly’s website footer.
• webwilly’s website Terms of Use, found in webwilly’s website footer.
• The description of the purchased product or service, found in the “Description” tab of every product or service page.
• The short description of the purchased product or service, found beside the main image of every product or service page.
• When available, the details of the purchased digital service, found on the service page in the “Details” tab.
• The expectations of the purchased product or service, found in the “Expectations” tab of every product or service page.
• The conditions of the purchased product or service, found in the “Conditions” tab of every product or service page.
• The schedule of the purchased product or service, found in the “Schedule” tab of every product or service page.
• This document, webwilly’s Terms, found in the “Terms” tab on every product and service page.

General Service Conditions

• webwilly only provides services to businesses located in Quebec, Canada.
• webwilly’s services are designed for small and medium sized businesses.
• webwilly’s services are not designed for large corporations, complex requirements, and very high-end businesses.
• webwilly does not provide services to businesses within industries targeting kids or related to adult content, gambling, tobacco, weapons, firearms, and drugs.
• The client has the right to enter in contract on behalf of the entity or business they represent.
• Products and services purchased after 5pm are considered to have been purchased on the next business day.
• webwilly’s marketing services may include a small webwilly branded footer at the bottom, including but not limited to, the client website and email marketing campaigns.
• webwilly’s marketing services are sold as individually structured services to minimize scope creep and expectations.
• Memberships are required to gain and maintain access to other digital products and services.
• The client is aware of the requirements for memberships, understands their nature and accepts that these requirements cannot be interpreted as a lack of usability, of unreasonable life-expectancy, or as containing hidden defects.
• The termination of such memberships will affect the services to which they give access and, in all cases, render these related services inaccessible, unavailable, or useless.
• Example: The Website Hosting service contract is terminated for any reason, as a result, the client’s website pages, website theme & home page design and other website related services are no longer available online.
• The client must consider the cost of these services combined before purchasing.
• Service combinations to consider include, but are not limited to:
• Website Hosting is required for all digital services, including but not limited to Website Backup & Restore, Website Reporting, Website Theme & Home Page Design, Website Pages (including on-page SEO options), Website Blog Posts (including on-page SEO options), Website Form, Website Security, Website SSL Certificate, and all other website design services.
• Email Marketing Platform management and individual Email Marketing Campaigns are sold separately. Email Marketing Campaigns require the Email Marketing Platform membership. Both require an active Website Hosting membership and website.
• Facebook Ads Manager and individual Facebook Advertising Campaigns are sold separately. Facebook Advertising Campaigns require the Facebook Ads Manager membership. Advertising campaigns each have their own advertising budgets. Both services also require an active Website Hosting membership and website.
• SEO Account Management and Website SEO service hours are sold separately. SEO Website services require the SEO Account Management membership. Both services do not include the on-page SEO sold separately within individual Website Page and Website Blog Post design services. All of which also require an active Website Hosting membership and website.
• All Print products require a final design which is sold separately as a Design service.
• All Design services, except Logo Design, will require the purchase of the matching Print product, sold separately.
• It is the client’s responsibility to evaluate the totality of all products, services, memberships, costs, and potential price increases.
• webwilly is not responsible or liable for any budgeting issues in relation to the client’s inability to maintain products, services, or memberships active, with or without price increases having been applied.
• The client is aware of these requirements, understands their nature, and unequivocally rejects the use of these requirements to be interpreted as a lack of usability, of unreasonable life-expectancy, or as containing any hidden defects.
• webwilly cannot abuse of its rights to increase prices without warning, and do so unreasonably, in bad faith, while using membership contract clauses as leverage.
• Unreasonable increases are characterized as very sudden, unjustified, and unreasonably high. For example, doubling the cost of website hosting overnight without any increase in costs and/or added services.
• Reasonable increases are characterized as necessary, justified, reasonable, or appropriate. For example, increasing the cost of website hosting in 30 days by 15%.

Intellectual Property

• The client’s content, images, materials, logos, trademarks, and copyright material shall remain the sole property of the client and the client shall retain ownership of all rights.
• The content “Creation”, “Translation”, and “Correction” options include content that is written by, or modified by webwilly, but remains the property of the client, and therefor, the client is fully responsible and liable for this content.
• The client grants webwilly the nonexclusive, non-transferable license to use, reproduce, and modify the client’s content, images, logo, materials, and others solely in connection with the product, service or membership purchased.
• The client grants webwilly the right to use the services provided in a service portfolio.
• The client cannot sell, in part or in whole, the products, services or memberships provided by webwilly.
• webwilly is not responsible for ensuring the services performed do not infringe on existing intellectual property owned by other businesses.
• webwilly does not include any intellectual property or copyright review, during or after the performance of the service.
• The client is responsible to have any and all copyright or intellectual property lawyers review the services performed.
• The client is liable for any and all intellectual property infringements and damages that may be caused by the services performed.
• It is the client’s responsibility to protect their intellectual property.
• The designs made by webwilly, including logo designs, start with a template which is limited to a non-exclusive license agreement and cannot be trademarked.

Indemnification

• The client unequivocally waives their right in Article CCQ 2104, removing all liability on webwilly for any and all materials provided by the client.
• The client is fully responsible and liable for all the materials, content, images, instructions, requests, and all other forms of work they provide.
• The client shall indemnify and save harmless webwilly, its subcontractors and its employees from and against any damages, costs or expenses or any claim, action, suit or proceeding which webwilly may at any time incur or suffer as a result of or arising out of the performance of the client’s service; and
• any injury to persons (including injuries resulting in death) or loss of or damage to property of others which may be or be alleged to be caused by or suffered as a result of the performance of the service, except that webwilly shall not claim indemnity under this section to the extent that the injury, loss, or damage was caused by webwilly in a breach of contract, or by intentional or gross fault.

Advertising Law, Competition Act, and Canadian Anti-Spam Law

• The client is liable for any and all infringements of advertising law, competition act, Canadian Anti-Spam Law, and all others that may be caused by the services performed unless the portion of the service performed that is the cause of the infringement, was directly provided by webwilly and not approved by the client.
• The client is responsible to have their lawyer review and revise the services performed before approving them for publication.
• The client can request additional time during revisions for their lawyers to revise the work.

Obligations

• webwilly has the right to fulfill the contractual obligations between him and the client using any desired method of execution.
• The client unequivocally waives their right in Article CCQ 2100, allowing webwilly not to be bound by the rules of the art when providing this service.
• By waiving Article CCQ 2100, webwilly is not obligated to reach any level of performance and does not need to prove force majeure if it fails to do so.
• webwilly cannot use the client’s wavering of Article CCQ 2100 to rid itself of contractual obligations.
• webwilly can subcontract or outsource any part of or the totality of any product or service.
• Subcontracting does not relieve webwilly of contractual obligations.
• The client agrees that webwilly fulfilled its obligation, according to Article CCQ 2102, to clearly detail this service and product offering.
• According to Article CCQ 2106, the initial purchase price is the agreed upon contract price estimate for the service options selected.
• According to Article CCQ 2107, this estimated price can increase to accommodate the client’s needs and changing scope.
• According to Article CCQ 2107, webwilly must justify any price increase.
• Common reasons for a price increase can include, but are not limited to more materials, more work hours, and more budget for advertising.
• According to Article CCQ 2108, webwilly must detail the work executed and the budget spent at the request of the client.
• According to Article CCQ 2109, unused work hours and budget for materials are forfeited to webwilly.
• According to Article CCQ 2109, webwilly cannot request any unnecessary and unjustified price increase during the execution of any service.

Time and Duration

• The contract begins when webwilly receives the full payment, the information, the content, and the materials required.
• Contract ends when webwilly sends the final design, product, or service the client purchased.
• For memberships, the contract duration is equivalent to the membership period. At the end of the period the contract is complete, and a new contract begins.
• Deadlines for services can be calculated using the schedule included with the service.
• The client unequivocally waives their right in Article CCQ 2110, allowing this service to be completed without the need to declare its reception.
• The client unequivocally waives their right in Article CCQ 2111, to retain part of the payment before the service is completed.

Excusable Delay

• Any delay in work by webwilly, a subcontractor or the client that is:
• caused by an event that is beyond reasonable control,
• caused by an event that could not have been reasonably foreseen,
• caused by an event that could not have been prevented by means reasonably available,
• caused by an event that occurred without fault or neglect,
• will be considered “excusable delay”.
• Excusable delay cannot be a cause for termination by the client.
• Excusable delay provides an extension to the contract deadlines approximately equal to the excusable delay.
• For example: the third-party image server is down, and email marketing campaigns don’t display images. Instead of sending the campaign with broken image links, the service will be paused and approximately extended until the image server is back online.
• For example: the client’s website is hacked and webwilly cannot design a website page until it is fixed. The website page design service will be paused and approximately extended until the website is back online.

Notice

• Any notice under the contract shall be sent by email to the client.
• Any notice shall be deemed effective the day it is received at that address.

Refund Policy

• The client unequivocally waives their right according to Article CCQ 2129, to request the refund of advancements made to webwilly for any and all products, services, memberships, work hours, materials, stock images, and advertising budgets.
• To reduce the occurrence of such advancements, such services are flexible and/or can often be repurchased instead of paying more upfront.
• In case of termination by webwilly for suspension, the client does not receive a refund.
• In case of termination by the client for convenience, the client does not receive a refund.
• In case of termination by the client without cause, the client does not receive a refund.
• In case of termination by webwilly for convenience, the client does receive a refund.
• In case of termination by the client with cause because webwilly defaulted on its contractual obligation, the client does receive a refund.
• All refunds are equal to the total cost of the contract less 5% for banking fees, less the cost of any and all costs incurred, including but not limited to, materials, advertising, and work hours.
• No penalties can be applied to late refunds.

Payment Terms

• Payment is due in full before the start of the service.
• Most membership subscriptions are set to automatically renew on the same date every month. For example, on the 15th of every month.
• Some membership subscriptions are set to automatically renew on the same date every year. For example, on the 15th of January.
• Membership subscriptions may require the client to manually confirm payments every 12 months.
• Membership subscriptions are due in full on the same date they renew.
• The client must ensure that all of their monthly and yearly membership subscription renewals are processed by their due date.
• Membership subscription options can be modified by the client at any time by using their Account > Subscriptions page and “Upgrading or Downgrading” an individual subscription.
• The new price is charged on the next upcoming monthly renewal.
• webwilly will begin work to add or remove the modified service options after this next upcoming monthly renewal.
• The client can manually renew their membership subscription at any time by using their Account > Subscriptions page and “Renew” an individual subscription.
• For webwilly to start work earlier after modifying the membership subscription service options, renewing a subscription will charge the service and restart the billing terms.
• Downgrading or cancelling a membership subscription will remove the services reserved to members at the end of the paid-for period.
• Downgrading or cancelling a membership subscription affects the client’s ability to purchase services reserved to members at the end of the paid-for period.
• Downgrading a service below a required service option threshold will result in termination by suspension due to non-payment.
• Example: The client has a website with 15 pages and downgrades to a website hosting plan with a maximum of 10 pages.
• Example: The client has active bilingual Facebook advertising campaigns and downgrades Facebook Ads Manager to English only.
• Non-payment or a failed membership payment will result in termination of the contract by suspension due to non-payment.
• The client is responsible to maintain an active payment method on their account.
• webwilly reserves the right to modify the price of any and all its products, services, and memberships.
• webwilly does not need to inform the client of price changes, it is the client’s responsibility to review the products, services, and memberships.
• webwilly may attempt to notify the client of such changes beforehand by email.

Disclaimer of Warranties

• Under the Quebec Law, webwilly must provide the following 3 guarantees: usable, of reasonable life-expectancy, and free of hidden defects.
• webwilly provides no further warranties to the client other than the 3 guarantees under the Quebec Law.
• webwilly provides no warranty for this service and its performance.
• webwilly does not guarantee any return on investment.
• webwilly is not liable to meet any guaranteed performance level implicitly or explicitly stated.
• webwilly is not liable for the client’s business, sales, profit, SEO, reputation, brand or any other.

Termination

• The client must not exploit or attempt to exploit the membership system, payment system, payment terms, service requirements or service procedures.
• webwilly will ban the client’s account if they suspect the client is exploiting the system or process in any way, shape, or form.
• webwilly does not need to warn the client before a ban.
• The client is responsible for their webwilly account, for all its activities, purchases, and for its security.
• The client unequivocally waives their right, according to Article 2125 CCQ, to terminate this contract without cause.
• The client can terminate this contract with cause if webwilly defaulted on its contractual obligations.
• The client unequivocally waives their right in Article 2126 CCQ, allowing webwilly to terminate this contract without cause and without work.
• webwilly will terminate a contract for reasons including, but not limited to missed payment, miss-understood service, out of scope, out of expertise, unlawful request, bad faith, unethical request, threatening or violent behavior, no response for 30 days, inadequate information, inadequate materials, inadequate budget, or inadequate content.
• webwilly cannot terminate a contract to simply rid itself of its contractual obligation.
• According to article CCQ 2128, if webwilly dies, his personal qualities end with him and the client can terminate the contract.
• In all cases of termination:
• webwilly stops all work related to the contract,
• the work in progress cannot be used by the client,
• if applicable, webwilly will delete all related managed client accounts, platforms, and integrations,
• if applicable, other dependent services that require this service are terminated,
• webwilly is not liable for any damages which are the direct or indirect result of termination,
• and the client does not pay webwilly any penalties.
• The party terminating will inform the other party of the reason for termination in a timely manner.

Third-Party Agreements

• webwilly and the client enter into agreements with third parties.
• If the client or the performed services, breach any of these third-party agreements, the client’s account or access may be revoked by the third-party.
• The client is responsible and liable for their breach of agreements.
• This breach of agreement will result in the termination of the service.