Website Design, Development & Maintenance Agreement

Parties

Service Provider

FOKEBO LLC, a limited liability company organized under the laws of [State/Country of Formation], operating under the commercial brand SMARICA and through the website Smarica.com.

• Registered address: [Address]
• Business email: support@smarica.com

Hereafter referred to as "SMARICA" or the "Service Provider."

Client

• Legal name: as provided at checkout
• Business name: as provided at checkout
• Email: as provided at checkout

Hereafter referred to as the "Client." The Client represents that it is purchasing the Services primarily for commercial or business purposes and that the person completing the onboarding payment has authority to bind the Client.

1. Agreement Structure

This Agreement consists of:

1. these general terms;
2. the Project Specification in Schedule A (delivered with your proposal);
3. any approved written change order; and
4. any maintenance selection made in Schedule B.

If there is a conflict, an approved change order takes priority, followed by Schedule A, Schedule B, and then these general terms.

2. Services

SMARICA will design and develop the website described in Schedule A. Only services expressly listed in Schedule A are included in the fixed project price.

Unless specifically included, the Services do not include: branding or logo creation; professional photography; translation; copywriting; legal policies; product-data entry; search-engine optimization; advertising management; ongoing content updates; social-media management; custom software development; accessibility certification; regulatory or legal review; or paid third-party services.

3. Project Fee

The fixed fee for the website project is set in your proposal, plus applicable government-imposed taxes. The fixed fee covers only the agreed project scope.

Third-party expenses are separate from the Project Fee and require the Client's prior approval. Such expenses may include domains, hosting, premium plugins, software licences, stock assets, payment-processing services, booking systems, email services, or external platforms.

4. Instalment Schedule

Unless the proposal states otherwise, the Client will pay the Project Fee in three equal instalments:

SMARICA is not required to reserve production time or begin work before the initial instalment has cleared. SMARICA is not required to continue work while an invoice is overdue.

No website, administrator credentials, source materials, final files, domain connection, or intellectual-property rights will be transferred before all outstanding invoices have been paid.

5. First Presentation

The "First Presentation" means the first substantial presentation showing SMARICA's proposed visual and structural direction for the Client's website. It may include a staging website, homepage design, representative internal page, interactive prototype, screenshots, mobile and desktop views, or another reasonable presentation method.

The First Presentation is not required to be fully functional, complete, responsive on every device, connected to a live domain, or populated with all final Client content.

6. First Presentation Satisfaction Guarantee

6.1 Review period

The Client has three business days after delivery of the First Presentation to either reject it or elect to continue.

6.2 Rejection and refund

To reject the First Presentation, the Client must send a clear written rejection before the review period expires. After receiving a valid rejection, SMARICA will:

1. discontinue the project;
2. refund 100% of the Project Fee payments received;
3. cancel any unpaid Project Fee invoice; and
4. retain all rights in the rejected work.

The refund will be initiated within ten business days using the original payment method where reasonably possible. The satisfaction guarantee applies only once and only to the original First Presentation.

6.3 Consequences of rejection

Following a refund, the Client may not use the design, reproduce its layout, provide it to another service provider, publish any portion of it, create a substantially similar website from the presented work, or retain access to SMARICA's staging environment. Any licence temporarily granted for review ends immediately.

6.4 Acceptance and continuation

The Client irrevocably elects to continue the project when the Client expressly approves the First Presentation; requests any revision or modification; requests development of additional pages; asks SMARICA to proceed; pays the second instalment; provides additional content for continued development; asks for deployment preparation; publishes or uses any presented material; or fails to submit a written rejection within the three-business-day review period.

6.5 No refunds after continuation

After the Client elects to continue, all amounts paid or becoming due are non-refundable, except to the extent a refund is required by mandatory law or SMARICA agrees otherwise in writing. Dissatisfaction arising from changed preferences, new instructions, replacement decision-makers, delayed Client content, or matters outside the agreed scope does not reopen the refund period.

7. Project Schedule

Any project dates are reasonable estimates unless expressly identified as guaranteed deadlines in Schedule A. The schedule depends on timely Client cooperation. A delay by the Client automatically extends SMARICA's deadlines by at least the length of the Client's delay and may require the project to be rescheduled according to SMARICA's production availability.

8. Client Materials and Cooperation

The Client will provide all required information, content, access, and feedback in a complete and timely manner. The Client is responsible for:

• verifying the accuracy of all text, prices, contact information, opening hours, policies, claims, and product information;
• proofreading the website before approval;
• obtaining permission to use all supplied photographs, logos, videos, fonts, testimonials, trademarks, and written content;
• protecting account credentials;
• maintaining secure administrator passwords;
• complying with privacy, advertising, accessibility, consumer, industry, and professional requirements applicable to its business; and
• maintaining backups after deployment unless backup services are expressly included.

SMARICA may rely on information and approvals provided by the Client's representatives.

9. Feedback and Revisions

The Client will provide consolidated feedback from one designated decision-maker. Schedule A will identify the number of included revision rounds. A revision round consists of one consolidated list of reasonable changes submitted at the same time.

The following are not ordinary revisions: changing an approved design direction; requesting a new concept; replacing previously approved content; adding pages, languages, products, integrations, automations, or functions; changes required because Client instructions were inaccurate; work resulting from a change in the Client's business strategy; or changes requested after final approval. Such work requires a written change order or separate support authorization.

10. Change Orders

SMARICA will not be required to perform out-of-scope work without written agreement. A change order may specify the additional work; the additional price; any advance payment; revised deadlines; and any change to the original deliverables. An email or electronic message clearly approving the work and price is sufficient written approval.

11. Client Inactivity

If the Client does not provide required feedback, content, access, or approval for ten business days, SMARICA may pause the project. If the inactivity continues for thirty calendar days, SMARICA may:

• remove the project from its active production schedule;
• require payment of all completed or committed work before rescheduling;
• charge a reasonable reactivation fee disclosed before work resumes; or
• terminate the Agreement.

Payments already made after acceptance of the First Presentation remain non-refundable.

12. Testing and Final Approval

Before deployment, SMARICA will provide the Client with a reasonable opportunity to test and review the website. The Client will identify reproducible technical defects and material deviations from Schedule A in writing. Approval for deployment confirms that the Client has reviewed the website; the content is accurate; the agreed functions are materially present; the Client authorizes publication; and any remaining minor issue does not prevent deployment unless otherwise agreed.

13. Deployment

Deployment means publishing the website to the Client's live domain, transferring the final website, releasing administrator access, or otherwise making the website operational for the Client. Deployment is conditional upon full payment; Client approval; receipt of all required account access; receipt of required Client materials; and availability of the relevant third-party platforms.

SMARICA is not responsible for deployment delays caused by domain registrars, hosting providers, verification requirements, DNS propagation, third-party reviews, payment processors, or Client-controlled accounts.

14. Limited Post-Deployment Correction Period

For fourteen calendar days following deployment, SMARICA will correct reproducible technical defects in the original deliverables that cause the website to materially fail to operate as approved. This correction period does not cover new requests; content updates; changed preferences; third-party platform problems; problems caused by the Client or another provider; unsupported devices or browsers; malware or unauthorized access; hosting outages; or changes made after deployment.

After the correction period, work is covered only through an active maintenance plan or paid hourly support.

15. Intellectual Property

15.1 Before full payment

Until all invoices are paid, all designs, code, layouts, prototypes, graphics, configurations, concepts, and deliverables remain the exclusive property of SMARICA or their respective licensors.

15.2 After full payment

After full payment, the Client receives ownership of the final Client-specific website design and original content created exclusively for the Client under this Agreement.

15.3 SMARICA materials

SMARICA retains ownership of all pre-existing and reusable materials, including processes, templates, frameworks, libraries, reusable code, modules, tools, internal documentation, workflows, prompts, development methods, and general know-how. SMARICA grants the Client a perpetual licence to use any embedded SMARICA material as part of the completed website.

15.4 Third-party materials

Third-party materials remain governed by their respective licences. The Client is responsible for continued subscription or licence fees after deployment.

15.5 Portfolio rights

Unless prohibited in Schedule A, SMARICA may display screenshots and a link to the publicly available completed website in its portfolio, proposals, social media, and marketing materials. SMARICA will not disclose the Client's confidential business information through such portfolio use.

16. Annual Maintenance Plan

The optional maintenance fee is CAD $200 per twelve-month period, plus applicable taxes. Maintenance is activated only after payment of the maintenance invoice.

16.1 Included maintenance

Maintenance includes reasonable diagnosis and debugging of reproducible problems affecting the original website delivered by SMARICA when those problems result from SMARICA's original code, setup, configuration, or implementation. SMARICA will use commercially reasonable efforts to acknowledge a covered maintenance request within two business days. A response time is not a guaranteed resolution time.

16.2 Excluded maintenance

Maintenance does not include routine content updates; changing text, photographs, prices, services, products, staff, schedules, or contact details; redesigns; new pages; new functionality; new integrations; new automations; SEO services; analytics reports; advertising; copywriting; translations; data entry; domain or hosting fees; premium software; backups unless expressly included; cybersecurity monitoring; emergency support; recovery from hacking, malware, or compromised credentials; problems caused by the Client or third parties; changes made by another developer; incompatibility caused by unsupported or discontinued third-party products; or rebuilding a website after external damage.

Maintenance does not allow the Client to request website changes whenever the Client sees fit.

16.3 Renewal

The maintenance plan expires after twelve months and does not automatically renew unless the Client provides written approval and pays the renewal invoice. Unused maintenance does not create a credit or refund.

17. Service Without Maintenance

When no active maintenance plan exists, all requested support will be charged at EUR €100 per hour, plus applicable taxes. This rate applies to diagnosis, debugging, consultation, technical support, content updates, repairs, account assistance, third-party platform investigation, and other post-project services.

There is a one-hour minimum. Additional time is billed in 30-minute increments. Before beginning, SMARICA may provide an estimated number of hours. An estimate is not a fixed price unless expressly stated. SMARICA may require advance payment or a prepaid block of hours.

18. Hosting, Domains and External Platforms

Unless expressly included, the Client is responsible for purchasing and maintaining its domain name, hosting, email accounts, premium plugins, booking platform, payment processor, analytics service, business listings, and related third-party accounts.

SMARICA is not responsible for third-party outages, suspensions, data loss, security events, price changes, policy changes, rejected applications, discontinued services, or account decisions.

19. Confidentiality

Each party will protect non-public business, technical, financial, and customer information received from the other party. Confidential information may be disclosed when required by law or reasonably necessary to professional advisers who are subject to confidentiality obligations. This section does not apply to information that is publicly available through no breach of this Agreement.

20. No Performance Guarantee

SMARICA will provide the Services professionally and in accordance with the agreed scope. SMARICA does not guarantee sales, profits, leads, appointments, conversions, search-engine rankings, traffic, advertising results, platform approval, uninterrupted operation, or compatibility with every future device, browser, plugin, or third-party update.

21. Client Indemnification

The Client will defend and indemnify SMARICA against third-party claims arising from Client-provided content; intellectual-property infringement in Client materials; unlawful products or services; false or misleading Client claims; the Client's collection or use of personal information; the Client's regulatory non-compliance; or unauthorized modifications made by the Client or another provider.

This obligation does not apply to the extent a claim was directly caused by SMARICA's intentional misconduct or gross negligence.

22. Limitation of Liability

To the maximum extent permitted by law: neither party is liable for indirect, consequential, special, exemplary, or punitive damages; SMARICA is not liable for lost profits, lost revenue, lost business opportunities, lost data, or reputational harm; and SMARICA's total aggregate liability arising from the project will not exceed the total amount paid directly to SMARICA under this Agreement.

Nothing in this Agreement excludes liability that cannot legally be excluded.

23. Suspension and Termination

SMARICA may suspend Services for overdue payment; missing Client cooperation; security concerns; illegal or deceptive activity; intellectual-property concerns; abusive conduct; or instructions that could expose SMARICA to legal liability.

Either party may terminate for a material breach that remains uncorrected ten business days after written notice. SMARICA may terminate immediately for fraud, deliberate illegal activity, threats, harassment, or repeated non-payment. Termination does not cancel payment obligations already earned or approved.

24. Force Majeure

Neither party is liable for delay caused by events reasonably outside its control, including major internet failures, natural disasters, government action, war, civil disorder, labour disruption, serious illness, utility failures, cyberattacks, or widespread third-party platform outages. The affected party will notify the other party and resume performance when reasonably possible.

25. Dispute Resolution

The parties will first attempt to resolve any dispute through good-faith written negotiation. A party initiating a dispute must provide a written description of the issue, the relevant facts, the requested resolution, and supporting documentation. The parties will allow at least fifteen business days for negotiation before beginning formal proceedings, except where urgent injunctive relief is reasonably required.

26. Governing Law and Venue

This Agreement is governed by the laws of [Selected Province, Territory, State, or Country], excluding its conflict-of-law rules. Subject to mandatory law, the courts located in [Selected City and Jurisdiction] will have exclusive jurisdiction.

27. General Terms

Notices under this Agreement may be delivered by email to the addresses provided at checkout. The Client may not assign this Agreement without SMARICA's written consent. If one provision is unenforceable, the remaining provisions remain effective. A waiver on one occasion is not a waiver on another occasion. This Agreement does not create an employment, partnership, agency, fiduciary, or joint-venture relationship. This Agreement may be signed electronically and in counterparts, including by way of the checkout flow described above.

28. Entire Agreement

This Agreement, Schedule A (delivered with your proposal), Schedule B (maintenance selection), and approved change orders constitute the complete agreement between the parties and replace prior discussions concerning the project. Amendments must be accepted in writing by both parties.

Schedule A — Project Specification

Delivered with your specific proposal and incorporated into this Agreement by reference. It lists the Client business name, the primary website objective, the target audience, the included pages and functions, the number of revision rounds, the content deadline, the estimated First Presentation and deployment dates, and hosting / domain responsibility.

Schedule B — Maintenance Selection

The Client's maintenance choice is captured at checkout. Options are:

• Annual Maintenance Selected: CAD $200 plus applicable taxes for twelve months.
• Annual Maintenance Declined: future service will be invoiced at EUR €100 per hour, one-hour minimum.

Signatures

This Agreement is executed electronically. On the Client side, execution is completed by ticking both acceptance boxes on the onboarding confirmation page and completing the Stripe checkout. On the SMARICA side, the Agreement is executed by an authorized representative of FOKEBO LLC upon receipt of the Client's payment. The date of the Client's payment is the effective date of the Agreement.