Statement of Work

Most of this is common sense, but as with many things in life, it’s better if the details are clearly spelled out in order to avoid confusion.

Please read (and initial in the areas provided) the statement of work below and let's start building your marketing funnel together!

The unofficial version:

  1. We will do exactly everything we said we'd do, no more, no less. We will give you everything we agreed to give you in a timely manner (usually less than 10 business days).
  2. Yet, we can't get started until you give us some information. Don’t think we have the mental powers of the amazing Kreskin to read minds. We're going to need some information from you to get the job done.
  3. Relationships are complicated... unless you have a few ground rules. Who can date who, and how we'll keep each others secrets are all laid out below. Even what happens if we break up.

Now for the official version:

DFY Statement of Work

Services Provided by DFY Web Solutions

  1. Design and set-up site per the specifications listed in this document: http://bit.ly/skinnyonfat.
  2. Any additional development work or pages that need to be implemented as identified by DFY will be created at no additional charge.
  3. DFY will provide full launch support for its work during launches scheduled in June and July. NOTE: A limited staff will be available on July 4th, and DFY will respond as soon as feasibly possible given this limitation on that day.
  4. A fixed setup charge of $20,000 will be due upon execution of this agreement, to be split into two (2) equal payments. Wire instructions will be provided.
  5. A variable set up charge of 1% of all gross sales taken from the date of agreement execution through 30 days following the last day of launch will be due on 45th calendar following the last day of the launch.
  6. On going tech support (and related retainer of $2,500) will commence on the first feasible day in June.
  7. Primary mode of communication will be via a Skype group created by DFY with the Launch Manager (Brett Fairall).

Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."


Your Responsibilities and Information to Be Provided to DFY Web Solutions to Start Work

  1. The client understands that some login and password information will need to be shared with DFY Web Solutions in order for work to commence. This includes hosting, FTP, cPanel, Wordpress, autoresponder, shopping carts, etcetera.
  2. DFY will secure a hosting provider sufficient for the client's needs at the client's expense. The recommended hosting provider is Rackco. DFY will communicate and needs and action items to the client to ensure hosting is up and running as quickly as feasible.
  3. Client will provide access to DFY for all workflow management tools the client is currently using (Google Sheets, Basecamp, Asana, etc.)
  4. Client will provide access to DFY for all analytics software packages that are currently being employed including Google Analytics. If there are none currently being used, DFY will set up and install.
  5. Client will provide access to any other tools deemed necessary for DFY to work with the client's site.

Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."


Additional Terms and Conditions

Services NOT Provided in This Agreement

In addition to any services excluded above, the following services are not provide by DFY Web Solutions under this agreement:

  1. No custom coding is included with this service. Custom coding is billed at $200 per hour with a 5-hour minimum. Custom coding is defined in this instance as coding necessary to perform the duties beyond the scope of this contract (example, building a custom membership site not on any existing tech such as Kajabi or Wordpress, building custom software for split testing, etc.) Before undertaking any custom coding, DFY will inform the client of such tasks with potential alternatives before undertaking work.
  2. No graphic design is included with this service. References for these services will be provided upon request.
  3. No text/copywriting is included with this service. References for these services will be provided upon request.

Termination of Agreement

  1. Both Client and DFY Web Solutions will be entitled to terminate this agreement automatically by giving seven (7) days written notice to the other party at any time. There will be no pro-rata refunds if termination happens in the middle of a billing cycle. (See "Ownership of Materials").

Guarantee and Refunds

  1. DFY Web Solutions guarantees that all work will be performed as specified in these terms and conditions. If the Client is dissatisfied with services rendered, a full refund for the retainer for the current billing cycle (maximum of one (1) billing cycle) will be provided with written notice of termination and the destruction or deletion of any work product (See "Ownership of Materials").
  2. Refund only applies to the retainer and only in cases where all materials were provided to execute the services, and services were rendered. No refunds will be granted in cases where no services were rendered due to the Client not providing materials necessary to provide services or a simple 'change of mind'. The guarantee is based on the performance of services rendered only.
  3. Non-Disparagement. Client covenants and agrees that, beginning as of the date hereof and continuing until two years after the termination of this agreement, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute, defame, slander or which can reasonably be construed to be defamatory or slanderous to the other Parties or such other Parties’ subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services.

Ownership of Materials

  1. All formulas, algorithms and similar proprietary items produced by DFY Web Solutions hereunder in connection with the services in this agreement shall be, at all times, the sole property of the DFY Web Solutions. The Intellectual Property of these items will remain with the DFY Web Solutions, and they are supplied for use by the client under license.
  2. All designs, layouts, materials and similar proprietary items in existence before engagement of DFY Web Solutions hereunder in connection with the services in this agreement shall be, at all times, the sole property of the client.
  3. DFY Web Solutions reserves right to use proof of Client’s results in future marketing campaigns.
  4. Material provided by the Client shall remain the property of the Client.

Confidentiality and Exclusivity

  1. Confidentiality. Each party shall at all times keep all "Restricted Proprietary Information" (strategy, proprietary material, methods, programs, information, trade secrets, etcetera.) confidential and shall not use nor disclose the Restricted Information for any purpose other than in the performance of its obligations under this agreement. This clause shall survive the termination of this agreement without expiration.
  2. Exclusivity. The Client agrees that the DFY Web Solutions shall remain its exclusive web design and split testing agent for the duration of this agreement.
  3. Non-Exclusivity Of The DFY Web Solutions. The client agrees that the DFY Web Solutions may at times be engaged by other clients in the same industry as the client. Nothing shall prevent the DFY Web Solutions from doing so. At all times the DFY Web Solutions will protect the confidentiality and intellectual property of the client.

Liability

  1. DFY Web Solutions is solely providing the services to the client and is not in any other manner affiliated with the client or the client’s business past or present.
  2. The client hereby agrees to defend, indemnify, protect and hold harmless DFY Web Solutions, from any and all claims, liabilities, damages, costs (including attorney's fees) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by DFY Web Solutions, under this Agreement or unauthorized distribution thereof.

Miscellaneous

  1. Additional Services The scope of the services is limited to the aspects laid out in this agreement. Any further consultation/service will be considered a new and separate agreement billed separately. The client acknowledges and agrees that the Services provided under this Agreement for the use of the client are the limit of this agreement. Any further or future services will require a separate agreement. The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
  2. Severability. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
  3. Authority. All Parties represent and warrant that they have taken all actions and obtained all authorizations, consents, and approvals that are conditions precedent to their authority to execute this Agreement.
  4. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with the laws of the State of North Carolina. The state courts of Mecklenburg County, North Carolina shall have sole and exclusive jurisdiction over all disputes that arise from or relate to this Agreement or the attachments thereto.
  5. Construction. This Agreement is not to be construed against any party but shall be construed equally as to each party hereto.
  6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and merges the full agreement reached between the Parties and all prior oral negotiations. The Agreement is not to be modified except by subsequent written instrument executed by the Parties.
  7. Please check the box below place your email address in the text area to indicate: "I have read the entire service description listed above and agree to the listed scope of work and am ready to get started."

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