Website Development Agreement
This agreement is made on 7 November 2026 between:
- Northern Loom Studio Inc., of 410 Rue Saint-Paul, Montreal, Quebec H2Y 2A3, Canada ("the Client"); and
- Pixel Forge Web Studio, of 90 Granville Street, Vancouver, British Columbia, Canada ("the Developer").
The Client wishes the Developer to design and build a website, and the Developer agrees to do so on the terms below.
1. Definitions
- "Website" means the website described in section 2, including its design, text, images, code and set up, as delivered by the Developer.
- "Client Materials" means the content, brand material and access that the Client provides under section 3.
- "Deliverables" means the Website and anything else the Developer hands over under this agreement.
- "Developer Tools" means the Developer's own software, code, templates, libraries, frameworks, methods and know-how that existed before this agreement, or that the Developer makes or improves apart from it and that are not made only for the Client.
- "Third-Party Materials" means themes, plugins, fonts, stock images, icons, code libraries and services made by others, including open-source software.
- "Launch" means the day when the Website is first made available to the public at the Client's domain.
2. The work and scope
2.1 The Developer will design, build and launch the following Website for the Client:
A 10 page website with a shop for 40 products, a blog, a contact form and a content editing area.
2.2 The Developer will do the work with the skill and care of an experienced web professional, and will use suitably skilled staff and trusted contractors. The Developer remains responsible for contractors it uses.
2.3 Anything not described in section 2.1 is outside this agreement. That includes, unless it is listed there, writing text, taking photos, translations, logo design, paid advertising, email set up and integrations with outside systems.
2.4 The Developer decides how the work is done, within the scope and the dates, and will use its own tools and time.
3. What the Client provides
3.1 The Client will provide the following, in good time and in a usable form:
Logo, product photos, text for all pages, and access to the domain name.
3.2 The Client confirms that it owns, or has the right to use, all Client Materials, and that using them in the Website will not break the rights of anyone else or any law. The Client will pay the Developer's reasonable costs and compensate the Developer for a claim that arises from Client Materials.
3.3 The Client will name one person who can give answers and approvals for it, and will keep that person up to date. An answer from that person binds the Client.
3.4 The Developer is not responsible for delays or defects caused by late, missing or unsuitable Client Materials, or by late feedback or approvals. The dates in section 5 move back by the time the Client takes.
4. Design and change rounds
4.1 The Developer will first prepare a design for the main pages, and the Client will review it. The fee includes two rounds of changes to each stage, which the Client asks for in writing, in one combined list for each round.
4.2 A round is a set of changes within the approved scope and the style already chosen. Changes that alter the scope, the structure, the number of pages or features, or that go back on an approved stage, are change requests under section 11.
4.3 Once the Client approves the design in writing, the Developer will build the Website to match it. The Client acknowledges that changes to an approved design cost time and may be charged for.
5. Milestones and dates
5.1 The Developer will deliver the work in these stages:
Design approved by 15 December 2026; working site for review by 31 January 2027; launch by 15 February 2027.
5.2 The Developer will use reasonable efforts to keep the dates. A date is not an absolute promise unless the parties say so. If it is going to miss one, it will tell the Client with the reason and give a new date.
6. Testing and acceptance
6.1 Before each stage is delivered, the Developer will test it. Before Launch it will test the Website on current versions of the main browsers and on phones and tablets.
6.2 The Client will review each stage within 7 days of delivery, and either approve it in writing or list what does not meet this agreement.
6.3 The Developer will correct what does not meet this agreement and deliver the stage again for review within a reasonable time. A stage that the Client does not answer within the review time, or that the Client uses on the public internet, counts as approved. The Client may not hold back approval for minor defects that do not stop the Website from working or for changes in taste.
6.4 Acceptance of a stage does not remove the Developer's duty to correct defects under section 14.
7. Browsers, devices and accessibility
7.1 The Website will be built so that it works on the browsers and devices listed in this section: the two latest versions of Chrome, Safari, Firefox and Edge, and phones and tablets released in the last 4 years. Where nothing is listed, it will work on the two latest versions of the main browsers and on current phones and tablets.
7.2 The Website will be responsive, which means that it adapts to the size of the screen.
The Developer will build the Website to meet this accessibility standard as far as the content the Client provides allows: WCAG 2.2 level AA.
7.3 The Client is responsible for the accessibility of content that it adds after Launch, such as images without descriptions or documents.
8. Search engine basics
8.1 The Developer will include the following basics: a clean page structure with one main heading for each page, page titles and descriptions the Client can edit, readable web addresses, image descriptions, a sitemap and a robots file, sensible loading speed, and basic analytics set up if the Client asks.
8.2 The Developer does not promise any place in search results, or any number of visitors. Results depend on the content, competition, and choices of search engines, which the Developer does not control. Ongoing search work is outside this agreement.
9. Fees and payment
9.1 The Client will pay the Developer a fee of CAD 8,400 plus tax.
9.2 Payment is made as follows: 40% on signing, 30% when the design is approved, 30% on launch; invoices are due in 14 days.
9.3 Third-party costs, such as domain names, hosting, paid stock images, fonts, plugins and themes, are not in the fee unless section 2.1 says so. The Client will pay them, or will repay the Developer for those that it has paid with the Client's approval, at cost.
9.4 If an invoice is unpaid 14 days after its due date, the Developer may pause work until it is paid, and may charge interest on the late sum at 1% a month, or the highest rate the law allows if that is lower. Dates move back by the time of the pause.
9.5 Fees do not include value added tax, sales tax and similar taxes, which the Client pays where they apply. Payments already made are not refundable, except as this agreement says.
10. Hosting and domain
10.1 Unless the parties agree otherwise in writing, the Developer does not provide hosting, and does not own or run the Client's domain name. This is how hosting and the domain are dealt with:
The client buys and owns the domain and hosting. The developer sets them up.
10.2 A domain name and hosting account that the Developer buys for the Client are bought in the Client's name, or will be moved into it at the Client's request, at no charge. The Developer will not hold the domain name as a means to get payment.
10.3 The Developer is not responsible for the performance, uptime or security of hosting that it does not run.
The Client will pay for these third-party licences and renew them when they fall due: a paid theme licence of about CAD 80 a year and a booking plugin of CAD 120 a year.
11. Change requests
11.1 Either party may ask for a change to the scope, the design, the dates or the fee. A change takes effect only when both parties agree to it in writing, with its price and timing.
11.2 The Developer will answer a request within 5 working days, saying whether it can do the change and how it would affect the price and the dates. It will not start work on a change until the Client has accepted the quote.
11.3 Work that the Client asks for outside the scope, and that has no agreed price, is charged at the Developer's usual hourly rate.
12. Ownership of the Website
12.1 When the Client has paid all fees due, the Developer assigns to the Client all rights in the design, text, images and code that it created specially for the Website, other than the Developer Tools and Third-Party Materials. Until then the Client may use the Website as the Developer allows, but may not make it public.
12.2 The Client owns the Client Materials. The Client gives the Developer a licence to use them for the work under this agreement.
12.3 The Developer keeps the rights in the Developer Tools. It gives the Client a lasting, worldwide licence that cannot be taken back, that is free of charge once the fees are paid, to use, copy and change the Developer Tools as part of the Website, and that can be passed on if the Client sells the Website.
12.4 The Developer may show the finished Website, in its portfolio and in marketing, unless the Client objects in writing. The Developer may put a small credit with a link in the footer of the Website only if the Client agrees.
12.5 If the law of the place where a right arises requires special wording or steps to pass that right, each party will sign what the other reasonably needs for that.
13. Third-party themes, plugins and open source
13.1 The Website may use Third-Party Materials. They stay under their own licences, which apply to them in place of this agreement, and the Developer will tell the Client of any material terms and costs, such as a licence that must be renewed.
13.2 The Developer will use Third-Party Materials that it has the right to use for the Client's purposes. It will not use materials under terms that would require the Client to publish the Website's own code, unless it tells the Client first.
13.3 The Developer does not control Third-Party Materials and is not responsible for faults in or changes to them that it could not reasonably have known about, but will help the Client to find a replacement if one stops being offered.
14. Warranty and bug fixing
14.1 For 60 days after Launch, the Developer will fix, at no charge, any defect where the Website does not work as this agreement describes, as long as the Client tells the Developer of it in writing, with enough detail for the Developer to find it.
14.2 The warranty does not cover:
- changes made to the Website by anyone but the Developer;
- problems caused by hosting, the Client's equipment, or by services and Third-Party Materials of others;
- content added by the Client;
- changes to browsers, devices or outside services that come after Launch; or
- new features or changes to the design, which are change requests.
14.3 The Developer does not promise that the Website will be free of every error or work without interruption. Except as this agreement states, and as far as the law allows, the Website is delivered as it is.
15. Launch
15.1 The Developer will launch the Website when the Client has approved it, has paid the fees due at that stage, and has given the logins and access needed.
15.2 The Client is responsible for checking that its content, legal notices, privacy notice and cookie notice, where the law requires them, are correct and in place at Launch. The Developer will build the technical parts, such as a cookie banner, that the parties agree in the scope.
16. Maintenance
16.1 After the warranty period ends, the Developer has no duty to maintain or update the Website, unless the parties sign a separate maintenance agreement or agree the plan below.
16.2 The parties agree this plan for maintenance: CAD 150 a month for software updates, backups, security checks and up to 2 hours of changes.
16.3 The Client understands that a website that is not kept up to date can become unsafe or stop working, and that this is its own responsibility when it does not take a plan.
17. Personal data and security
17.1 Where the Website collects personal data, the Client is responsible for its privacy notice and for lawful use of the data.
17.2 The Developer will follow sound security practice in building the Website, and will use any personal data that it can reach during the work only for this work and will keep it secure. If the Developer will handle personal data for the Client in a way that the data protection laws that apply regulate, the parties will first sign a data processing agreement.
18. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and share it only with those who need it and who are bound to keep it confidential. This does not apply to information that is public through no fault of the receiver, or that the law requires it to disclose. It continues for 3 years after this agreement ends.
19. Handover
19.1 At Launch, and in any case within 10 working days after the Client has paid in full, the Developer will give the Client:
- the logins and administrator access for the Website, the content management system, the domain and the hosting, so that the Client holds all of them, and a way to change the passwords;
- the complete source files and code of the Website, including the design files in an open or common format, in a form that can be run again by another developer;
- a list of the Third-Party Materials used, with their licences and renewal dates; and
- short written notes on how the Website is set up and how to update it.
19.2 The Developer will not keep access to the Website after handover, other than for the warranty or maintenance, and will remove its own access, and delete the Client's data that it holds, when it is no longer needed.
20. Liability
20.1 Neither party is liable to the other for indirect or consequential losses, such as lost profit, lost sales or lost data, however caused.
20.2 The Developer's total liability to the Client under or in connection with this agreement is limited to the fee, except where the law does not allow such a limit.
20.3 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that the law does not allow to be limited.
21. Ending the agreement
21.1 Either party may end this agreement at once by written notice if the other seriously breaches it and does not put it right within 14 days of being asked in writing, or cannot pay its debts.
21.2 The Client may end this agreement for convenience by 14 days' written notice. In that case it pays for the work done up to the end date, and for the part of the current stage that is already done, and for costs that the Developer cannot avoid.
21.3 If this agreement ends early, the Developer will hand over the work done to that date, as in section 19, with the rights in section 12 passing on payment. Sections that by their nature are meant to continue, including 3.2, 12, 13, 18, 20 and 22, continue.
22. General
- Notices under this agreement must be in writing and may be sent by email to the address each party last gave the other.
- This is the whole agreement about the Website. It replaces any earlier understanding on the same matter, and may be changed only in writing signed by both parties.
- If any part of this agreement cannot be enforced, the rest stays in effect.
- A party that does not use a right straight away has not given it up.
- Neither party may transfer this agreement without the other's written consent, which must not be refused without good reason.
- Neither party is liable for a delay caused by events beyond its reasonable control, other than a duty to pay.
- The Developer is an independent contractor, and not an employee, partner or agent of the Client.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
23. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of British Columbia, Canada. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Vancouver. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its confidential information or intellectual property while a dispute is decided.
Signatures
For the Client: Northern Loom Studio Inc.
Name and role: ______________
Signature: ______________
Date: ______________
For the Developer: Pixel Forge Web Studio
Name and role: ______________
Signature: ______________
Date: ______________