By agreeing to these Terms, you (“Client”) have retained Accodelades, (“Service Provider”) to proceed with the requested services, and agrees to the terms and conditions as set forth within this agreement.
CONTRACT PERIOD
The terms of this Agreement are indefinite after being submitted to Client. If this Agreement is modified, Accodelades will notify and resubmit it to Client for re-approval. The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties.
COMPENSATION
All invoicing is done in United States Dollars. Client agrees to pay Accodelades the fees listed in the Project Proposal along with selected A La Carte jobs, including any taxes. Client will pay Accodelades expenses required for the project, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Accodelades’ standard markup of 0%; (b) Milage reimbursement, other than normal commuting, at $0.65 per mile; (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Accodelades fees. Any other costs, such as hosting, plugin licensing, art licensing or photography, will be billed to Client unless otherwise stated.
PAYMENT
Initial payment is due before the project start date and is billed at non-refundable half of the projected cost. Upon completion of the project, the remainder of the balance and any additional costs incurred as specified in the Compensation section above will be billed to the Client. If the project cost is equal to or lesser than $1500, the entire fee is due before the project start date. Invoices are payable within 7 days of receipt. Invoices shall list any expenses and additional costs as separate items. The outstanding balance on your website is due after the design, navigation and pages have been approved and built. Final payment is due regardless of whether all content for the pages has been sent by the client. This provision is in place to encourage the client to get content submitted promptly so that their site can be launched. It also ensures that Accodelades shall be paid for performing their duty under the proposal, despite tardiness from the Client. After payment, Accodelades will post outstanding content AT NO CHARGE for 3 months. In the event an “under construction” page is posted due to missing content, Accodelades will post ONE copy of any text/pictures on existing pages only, for up to 3 months after publish date. After the three months have expired, content posted to site will be billable at our current regular hourly rate. In the event that design and navigation changes are requested after they have been specifically approved by the client, these changes will be billable at our current regular hourly rate.
LATE PAYMENT
A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges. Payments not received by due date will result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid. Any clients on a monthly contract will have a 5 day grace period before work ceases. Work will resume the day after the balance is paid. Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows, increase administrative time, and prevent Service Provider from working to optimum standards and serving other clients in a fair and equal manner. Service Provider reserves the right to impose late fees and/or increase hourly rates of Clients who fall into this category.
LIEN
All material or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.
DEBT COLLECTION
Upon default by the Client in regard to any obligation under their agreement with Service Provider and where the Client fails to rectify the default after notification by Accodelades, the Client authorizes Service Provider to notify any debt collection agency of the default and charge said debt collection agency with collecting the outstanding debt owed to Accodelades. Client shall be responsible for any and all fees incurred as a result of collection agency recruitment.
CHANGES TO PROJECT SCOPE
If Client requests a change to Scope of Work after acceptance of this Agreement, Client shall send Accodelades a written Change Order describing the requested changes in detail. Within 3 days of receiving a Change Order, Accodelades will respond with a statement proposing Accodelades’ availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Accodelades will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Accodelades’ hourly rate of $75 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price initially identified. Accodelades may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 5 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Accodelades will not be obligated to perform any services beyond those in the original Agreement.
OFFICE HOURS & COMMUNICATION
Office hours are Monday through Friday, 9:00 am to 1:30 pm Mountain Standard Time (GMT-7). Service Provider is only available for phone or voice communication by meeting appointment only, billed at the current hourly rate as advertised on the booking calendar.
DELAYS
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension on any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
CONTENT
Website/application content and all related materials such as text or images need to be provided to us within the first 7 days of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe. Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. The Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Service Provider to perform or complete the contracted services or project. Copywriting is only provided by Accodelades as a paid add-on to other services rendered and would be detailed as such in the project proposal if included.
ACCURACY OF INFORMATION
Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client. Unless purchased as an add-on, Copywriting and Proofreading is not the responsibility of the Service Provider. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. Service Provider is not responsible for errors or omissions.
STOCK PHOTOGRAPHY
Stock photography includes most photos and/or images not provided by the Client. Stock photography purchased on behalf of the Client for use in website development is billable at $50 per picture. This amount is separate from the amount quoted for website design and development. Some pictures are more expensive than $10, in which case we will solicit client approval and communicate the price before purchasing.
EVALUATION AND ACCEPTANCE
Client shall, within 3 business days after receiving each Deliverable, notify Accodelades in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Once a list of requested changes has been compiled, Accodelades shall prepare a formal revision proposal which the Client shall review and sign. Upon signature, Accodelades shall, within 3 business days, correct and submit a revised Deliverable to Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or request further changes. If after 3 corrections by Accodelades, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement. Additional requests for change outside of the two provided evaluations will be billable at Accodelades’ hourly rate unless otherwise specified.
TRAINING AND DOCUMENTATION
All documentation for themes and plugins provided during development are the responsibility of the original developer or development company. Accodelades is not responsible for creating custom tutorials or providing training for the usage of any technology. Accodelades shall, upon Client request, provide links or files to all existing theme and plugin documentation. Personal training hours can be purchased at Accodelades’ standard hourly rate or applied against Client’s existing maintenance contract.
ACCREDITATION AND PROMOTION
Accodelades shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Accodelades in the Deliverables on each page of the Final Deliverables. Accodelades retains the right to reproduce, publish and display the Deliverables in Accodelades’ portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
CONFIDENTIAL INFORMATION
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
RELATIONSHIP OF THE PARTIES
Accodelades is an independent contractor. Accodelades shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Accodelades and the work product or Deliverables prepared by Accodelades shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
DOMAIN NAME REGISTRATION & TRANSFERS
Domain name registration gives the Client exclusive rights to a certain name, such as www.mygroup.org. The Client is NOT required to register a domain through Accodelades, but it is strongly PREFERRED. Many outside providers are not honest in the way they sell names and Accodelades spends a lot of time helping Clients re-secure rights to the name they thought they had already purchased. Domain name registration fees are not refundable and a recurring fee is charged yearly to retain ownership of Client’s domain name if purchased from Accodelades. For domains not originally registered with Accodelades, there will be a $25 fee to either transfer to the domain into the Accodelades registration platform, or to transfer-out from Accodelades to another registrar. If Client domain is not registered with Accodelades , DNS management and troubleshooting tasks are billable at our hourly rate.
HOSTING
Clients may host with outside companies, however hosting on Accodelades servers is highly preferred to guarantee site stability and security. Should Client decide to host their site on another server, Accodelades does not guarantee the all elements of the site will work. Accodelades will make reasonable efforts to research the problem on the foreign platform inform the client to the potential problem. Accodelades does not take responsibility for problems caused by or on another hosting server, including but not limited to email, SMTP, FTP, SSL, database, server software, and site security issues. In the event that an evaluation of the issue by Accodelades concludes a significant amount of time to fix the problem, Accodelades will advise the Client before proceeding. In almost all cases, fixing problems on a foreign hosting server is billable. Hosting fees are non-refundable unless Client has proof of failure of server compliance to the subscribed hosting package. Client may request cancellation of the hosting plan anytime before 14 days of the plan’s renewal and hosting will be active and valid for Client use until the end of the contracted, paid period. A full refund is only guaranteed for hosting if cancellation is requested within the first 14 days of package purchase.
Additional terms specific to Accodelades’ hosting servers can be viewed here.
LOGO DESIGN
Unless purchased as a service from Service Provider, Client shall be required to provide their own logo. If purchased as an individual service or add-on A La Carte item from Accodelades, the Client shall have ownership of the final logo design for use in any media application. Accodelades retains the right to use the final logo, or any versions of the logo created in the process, within printed and online portfolios, including promotional materials such as newsletters and advertisements. The Client also gives Accodelades permission to use Client’s full name, business address, and/or website address, for testimonial purposes on her website, or other business related media. The Client understands that it is the Client’s responsibility to copyright the logo design (www.copyright.gov) and/or seek trademark (www.uspto.gov/main/trademarks.htm).
SEARCH ENGINE OPTIMIZATION (SEO)
In the event that SEO services are purchased from the Service Provider, Accodelades agrees to provide Client with SEO Services as described in this contract. Accodelades is authorized to use the specific keywords and/or phases provided by Client for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) in search engines and/or directories. SEO Services are intended to provide the Clientr with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services may include:
- Research keywords and phrases to select appropriate, relevant search terms.
- Submit Client’s pages to search engines and directories as set forth in this Agreement.
- Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
- Create positioning reports showing rankings in the major search engines and under which keywords.Text
i. SELECTED SEARCH ENGINES
Selected search engine submissions include: Google, Yahoo, & Bing.
ii. CLIENT SEO ACKNOWLEDGEMENTS
Client understands, acknowledges and agrees that:Accodelades has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Accodelades will resubmit those pages that have been dropped from the index during the Client’s purchased SEO service period. Some search engines or directories such as Google have been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” Accodelades assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors such as the Client’s social media presence, Accodelades does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Client’s web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will “reappear” without any additional submissions. Should the listing not reappear, Accodelades will re-submit the web site(s) based on the current policies of the search engine or directory in question during Client’s purchased SEO service period.Some search engines and directories offer expedited listing services for a fee. Accodelades encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees.If Client’s site is lacking in textual content, Client will provide additional text content in copy/paste electronic format for the purpose of creating additional or richer web pages. Service Provider can create site content at additional cost to the Client.
WEBSITE MAINTENANCE
Accodelades is not responsible for future website maintenance on the Client website. Website maintenance is advised for most Clients and most Clients work on their site every year, for which Accodelades offers several plans. For any requested maintenance of Client site after final delivery by the Service Provider, Accodelades shall charge on an hourly basis. If Client expectations are that maintenance will be a regular occurrence, Client may purchase a prepaid maintenance contract with Accodelades that affords a discounted hourly rate. If required, Accodelades may customize a maintenance plan for particular Client needs, but no plan is required.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to Accodelades that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Accodelades represents and warranty to Client that to the best of Accodelades’ knowledge, the Deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, ACCODELADES MAKES NO WARRANTIES WHATSOEVER. ACCODELADES EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
INDEMNIFICATION AND LIABILITY
Client shall indemnify Accodelades from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. In addition, Accodelades will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruptions, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
THE SERVICES AND THE WORK PRODUCT OF ACCODELADES ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF ACCODELADES, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“ACCODELADES PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF ACCODELADES. IN NO EVENT SHALL ACCODELADES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY ACCODELADES, EVEN IF ACCODELADESHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on 14 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 14 day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
REFUNDS
In the event of termination when design and development work has already begun (such as creating a design concept/mockup), then the initial down payment is non-refundable. In addition to the down payment, Client shall pay Accodelades for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination immediately upon receipt of cancellation invoice. Any funds remaining that the Service Provider must remit to the Client will be refunded within 7 days minus any surcharges, taxes and fees to payment processors. Hosting cancellations and refunds are outlined in the Hosting section.
LICENSE
Accodelades grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables. Client may not resell or claim Accodelades’ work as their own.
PRELIMINARY WORKS
Accodelades retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Accodelades within thirty (30) days of completion of the Services. All Accodelades Tools are and shall remain the exclusive property of Accodelades. Accodelades grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Accodelades Tools solely to the extent necessary with the Final Deliverables for the Project.
ALTERATIONS
Alteration of any Deliverable before the final delivery and hand-off is prohibited without the express permission of Accodelades. Accodelades will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
BUGS AND PROGRAMMING ERRORS
Any bugs (programming errors) reported during or just after the development (within 2 weeks) does not attract additional charge. Errors or bugs found beyond this timeframe will be charged at our standard hourly rate as errors beyond this timeframe cannot be attributed to Accodelades once the project handoff has been completed due to outside influences on code.
DISPUTE RESOLUTION
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
WEB BROWSERS
Accodelades will verify the design and functionality of all websites on the following internet browsers: Internet Explorer 6 and 7, current versions of Firefox, Chrome, and Safari. Should an update or up-version of any of these browsers results in the corruption of the website in part or in whole, the client understands that any revisions or corrections will be made at the client’s expense, billed at Accodelades’ current hourly rate.
GENERAL
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
ADDITIONAL CLIENT RESPONSIBILITY
Client understands that Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals, as in a partnership, where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the partnership, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests, and communications from Service Provider in a timely manner. Client understands that Service Provider is a business with other clients to service and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of Clients will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality of work.
Additional legal terms for client responsibility are further broken down and clarified in the following links:
Hosting Terms of Service
Email Policy
Acceptable Use Policy
Copyright Policy
Data Request Policy
