Terms & Conditions
Engagement: Client, by its execution hereof, engages Lead Infuser, d/b/a LaBella Creative, LLC as an independent consultant to perform the services outlined in the proposal on the reverse side of these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the terms and provisions contained on the reverse side of the Terms and Conditions, are hereinafter referred to collectively as the “Agreement.”
Term: This Agreement shall become effective on the date accepted by Lead Infuser, d/b/a LaBella Creative, LLC on the reverse side of this Agreement and shall continue for one month and then continue on a month-to-month basis thereafter. We do require a 30 Day Notice of Cancellation of Services. This Agreement may be terminated immediately by Lead Infuser, d/b/a LaBella Creative, LLC if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Lead Infuser, d/b/a LaBella Creative, LLC or otherwise makes it difficult for Lead Infuser, d/b/a LaBella Creative, LLC to perform the services contracted hereunder, or (iii) Lead Infuser, d/b/a LaBella Creative, LLC discovers that Client is utilizing its website for any purpose that violates federal, state or local law.
Fees and Payments: During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Lead Infuser, d/b/a LaBella Creative, LLC. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Lead Infuser, d/b/a LaBella Creative, LLC shall be terminated immediately. Once paid, all fees shall be nonrefundable. Lead Infuser, d/b/a LaBella Creative, LLC reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Lead Infuser, d/b/a LaBella Creative, LLC for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
Current Hourly Rate: Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We will provide you with our current hourly rate upon request.
General Changes: Unless otherwise provided in the Proposal, client is allowed three design changes to the initial design. Client shall pay additional charges for changes in excess of the three design requests or after sign-off of design, at Lead Infuser, d/b/a LaBella Creative, LLC’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. If Client requests or instructs Changes that amount to a revision in or near excess of 50 percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Lead Infuser, d/b/a LaBella Creative, LLC shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Lead Infuser, d/b/a LaBella Creative, LLC.
Timing: Lead Infuser, d/b/a LaBella Creative, LLC will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Lead Infuser, d/b/a LaBella Creative, LLC. Lead Infuser, d/b/a LaBella Creative, LLC shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Lead Infuser, d/b/a LaBella Creative, LLC’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Lead Infuser, d/b/a LaBella Creative, LLC’s obligations under this Agreement.
Client Authorization: Client authorizes Lead Infuser, d/b/a LaBella Creative, LLC to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Lead Infuser, d/b/a LaBella Creative, LLC’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Lead Infuser, d/b/a LaBella Creative, LLC; (iii) upload such pages and content to the Client’s website as Lead Infuser, d/b/a LaBella Creative, LLC deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Lead Infuser, d/b/a LaBella Creative, LLC to provide the services subscribed for hereunder; and (v) communicate with third parties as Lead Infuser, d/b/a LaBella Creative, LLC deems necessary in its sole discretion to perform Lead Infuser, d/b/a LaBella Creative, LLC’s services hereunder, including but not limited to Client’s web designer.
Client Consent to Installation of Telephone Tracking Number: Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Lead Infuser, d/b/a LaBella Creative, LLC, but understands that Lead Infuser, d/b/a LaBella Creative, LLC will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Lead Infuser, d/b/a LaBella Creative, LLC will port the telephone tracking number to Client at no cost to Lead Infuser, d/b/a LaBella Creative, LLC.
Pay Per Click Services: Client consents to Lead Infuser, d/b/a LaBella Creative, LLC using reasonable efforts needed in order to improve campaign based on fluctuating market and competitor trends. Cost Per Lead will fluctuate due to monthly trends and can not be guaranteed by any member of the Lead Infuser, d/b/a LaBella Creative, LLC team. Client will be allowed access to View campaign strategy, keywords, ads and landing pages through a monitored screen-sharing session with a member of the Lead Infuser, d/b/a LaBella Creative, LLC team, but they will not be given access to view campaign on their own in order to avoid potential strategy sharing with Lead Infuser, d/b/a LaBella Creative, LLC agency competitors. Client understands that all PPC Campaigns are the intellectual property of Lead Infuser, d/b/a LaBella Creative, LLC and Clients will not be given access in order to view the strategy put into place before or after termination. Client consents that they will be responsible for all payments and expenses to any Advertising Channels used and will take responsibility for all balances upon termination. Client understands that all Ad accounts, marketing materials and graphics used on Advertising Channels are property of Lead Infuser, d/b/a LaBella Creative, LLC even upon termination of services.
Email Marketing Services: If a client has agreed to an Email Marketing Package, client consents to providing an updated Customer Email List to our team on a monthly basis in order to ensure that their monthly specials are being sent to their most recent customers. If client does not provide team with a Monthly Special prior to the deadline, their monthly email will be sent to the most updated list our team has.
Social Media Marketing: If a client has agreed to a Social Media Package, client consents to providing our team with updated account logins in order for our team to post effectively and in a timely manner. Client consents to understanding that a Social Media Package with us does not guarantee in-bound leads as Social Media is used as a brand awareness tool. Should lead generation be the goal, a Social Media Ads package may make more sense. Inquire about this if necessary.
Your Responsibilities in Website Security: We employ basic WordPress security techniques when building your website. However, studies have shown that one of the most common ways that hackers gain access to your website is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:
- Installing and maintaining updated security software
- Using the most up-to-date version of your preferred web browser
- Keeping the operating system patched with recommended updates
- Keeping versions of other installed software up to date if they are installed.
You also agree to use a strong password (as shown by the WordPress password indicator) for any account you use to log in and edit your website, and that this password will only be used on your website. We recommend the use of a password manager so that you have strong unique passwords for every site you access.
Website Accessibility and Compliance: If laws require that your website is accessible to users with disabilities, or if you desire for it to be, it is your responsibility to inform us of this requirement. If your website or any associated data must meet compliance requirements of any kind for any entity, organization, or regulatory body (such as but not limited to HIPAA, FERPA, etc.), it is your responsibility to inform us of the specific compliance requirements involved. We do not guarantee to meet any compliance for accessibility or other requirements unless we have explicitly agreed in writing to do so.
Email Deliverability: Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others. Since we cannot control the receipt of email, we cannot be held responsible for any emails that were not delivered to the client for any reason. It is the client’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the client’s inbox.
Domain Names: Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for rebilling. We are not responsible for suspension or loss of domain names because your card could not be billed or for any other reason. Work needed as a result of domain expiration is billable at our current hourly rate.
Testimonials, Marketing and Attribution Links: We reserve the right to use your project as an example in our promotional materials including but not limited to case studies, web pages, blog posts, social media posts, magazine articles, and videos. We may place an attribution link in the footer of your website that links back to our home page. At the end of your project, we may also ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past.
Our Contractors: From time to time we may utilize independent contractors to work on your project. Some of these contractors may work outside the United States. You agree not to directly contact or solicit contractors we use on your project for employment or contract work of any kind.
The Use of Third-Party Assets: By providing any assets such as text, images, artwork, or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property. We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you. We agree to protect you from any claim by a third party that the assets we delivered as part of the project are their intellectual property. Securing the appropriate licenses for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project. We often utilize royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemized. We will secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
Termination of Services: Upon termination of this agreement, whether the reasoning was due to non-payment or client’s choice to end the contract, Client shall have sixty (30) days from the effective date of termination to move it’s website to another website host. If Client has not, by the end of such sixty (30) day period, moved it’s website to a new website host, Lead Infuser, d/b/a LaBella Creative, LLC shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Lead Infuser, d/b/a LaBella Creative, LLC’s server, with no liability to Lead Infuser, d/b/a LaBella Creative, LLC for such removal.
If at some point in the future our agreement ends and the client wants to move in a different direction they have 3 options for transition their site:
- Clients can pay Lead Infuser, d/b/a LaBella Creative, LLC $100 per month to continue hosting on the Lead Infuser, d/b/a LaBella Creative, LLC server.
- Clients can contract with our recommended provider IT4Hire to implement their website with a hosting provider of their choice.
- If a Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.
Hosting & Email Management: Client understands that Lead Infuser, d/b/a LaBella Creative, LLC will host their website on our server but not their email. If a client requires a solution to manage and maintain email accounts (email@example.com) then they can set that up with their IT provider or Lead Infuser, d/b/a LaBella Creative, LLC will recommend a provider to configure their email account(s) for them at an additional fee paid to that provider directly.
Ownership: In the event of termination, the Parties agree that the website, graphics & content developed by Lead Infuser, d/b/a LaBella Creative, LLC on behalf of the client as a function of this agreement will be released to the client at no additional charge once they have been onboard and paid for at least 24 (twenty-four) months of service. Alternatively, Client can buy out the website prior to 24 months of payments with a one-time payment for the full price (less the payments accrued) **Final purchase price will be determined at the time of purchase which varies by size and add ons**. After that time the Client may request an electronic copy of the Website Files & Database to be implemented and installed by a 3rd party on a new host (Unless a maintenance/hosting agreement with Lead Infuser, d/b/a LaBella Creative, LLC is acquired by the client). Modifications by Client or their 3rd party may be required for the website to function adequately depending on the new host. This third-party, shall thereafter be solely responsible, and Client shall not hold Lead Infuser, d/b/a LaBella Creative, LLC liable, for any aspect of the Website including, but not limited to: WordPress updates and forward compatibility, Licensed plugins and add ons, redirects, form settings, hosting Website on a non-Lead Infuser, d/b/a LaBella Creative, LLC server, and implementing a satisfactory transition of the Website.
Client Acknowledgments: Client makes the following acknowledgments: (i) that Lead Infuser, d/b/a LaBella Creative, LLC cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Lead Infuser, d/b/a LaBella Creative, LLC will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Lead Infuser, d/b/a LaBella Creative, LLC hereunder depend upon a number of factors outside of Lead Infuser, d/b/a LaBella Creative, LLC’s control, Lead Infuser, d/b/a LaBella Creative, LLC cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Lead Infuser, d/b/a LaBella Creative, LLC cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Lead Infuser, d/b/a LaBella Creative, LLC shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.
Client Representations and Warranties; Indemnity: Client represents and warrants to Lead Infuser, d/b/a LaBella Creative, LLC the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Lead Infuser, d/b/a LaBella Creative, LLC the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Lead Infuser, d/b/a LaBella Creative, LLC. Client indemnifies and holds harmless Lead Infuser, d/b/a LaBella Creative, LLC and Lead Infuser, d/b/a LaBella Creative, LLC’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.
Governing Law/Arbitration: This Agreement shall be governed by and under the laws of the State of Ohio without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Cuyahoga County, Ohio.
Miscellaneous: This Agreement may not be assigned by Client without the prior written consent of Lead Infuser, d/b/a LaBella Creative, LLC which may be withheld or denied by Lead Infuser, d/b/a LaBella Creative, LLC in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by Lead Infuser, d/b/a LaBella Creative, LLC to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Lead Infuser, d/b/a LaBella Creative, LLC with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Lead Infuser, d/b/a LaBella Creative, LLC. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.
Force Majeure: Lead Infuser, d/b/a LaBella Creative, LLC shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Lead Infuser, d/b/a LaBella Creative, LLC’s reasonable control after exercising commercially reasonable efforts.