1.0 Services Rendered
1.1 Design
We create look-and-feel designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture, and typography.)
You’ll have two or more weekly opportunities to review our work and provide feedback. If at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that point and then cancel this contract. The completion rate breakdown is as follows:
50% – Site Layout/Design
40% Copywriting and Imagery
10% Live Launch
1.2 Text content
The client is to provide all copywriting for the website. If you’d like us to write new content or input text for you, we’re happy to provide a separate estimate for that.
1.3 Photographs
You’ll need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and styles of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. The cost of buying stock photographs or a photoshoot is not included in this contract.
1.4 Desktop browser testing
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), and Mozilla Firefox.
1.5 Mobile browser testing
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:
iOS: Safari
Android 4.1: Google Chrome, Firefox
Android 3.2: Browser, Firefox
We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.
1.6 Technical support
You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you via Kinsta. We provide all Google Analytics setup and even a fancy dashboard for our retainer clients for your constant viewing and monitoring of your site after completion.
1.7 Changes and revisions
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover any additional work.
1.8 Errors
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages. This is why it is paramount during the review process that you review the site in great detail, notifying us of any changes necessary so that we can make them prior to launch.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days may incur a fee to resume work at the discretion of Priceless Consulting LLC.
4.0 Terms of Payment
4.1 Billing Schedule
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
Priceless Consulting LLC will invoice client for the full monthly amount plus initial startup fee at the point of this signed contract agreement. Please note that all payments are non-refundable under any conditions.
Client will supply Priceless Consulting LLC with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
4.2 Payment method
Upon acceptance of this agreement, you will be sent an invoice from our invoicing software within 24 hours for payment. Payment methods available are Bank Transfer, Apple Pay, Visa, MasterCard, American Express, or Discover.
4.3 Client Agreement to Pay
You agree to pay our initial (1st) invoice upon receipt in order to begin your services. Every invoice after that will have 7 day payment terms. In the event payment is not made within 5 days, Priceless Consulting LLC will charge a late payment fee of 5% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Priceless Consulting LLC pays for carrying overdue invoices from client. In addition, Priceless Consulting LLC reserves the right to stop work until payment is received.
4.4 Collection Costs
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You retain the right to modify, reject, cancel, or halt any plans or work in progress. However, you agree to reimburse us for any costs and expenses incurred up to the date of your modification or cancellation, including those related to non-cancelable commitments such as retainer programs (within the first 3 months) or Web Development Projects (where work has already begun). You further agree to defend, indemnify, and hold us harmless against any liabilities arising from such modifications or cancellations. We will make all reasonable efforts to minimize these costs and expenses.
Please note that early termination of recurring monthly charges, such as SEO and Web Development retainers, prior to the end of the agreed minimum term (3 months for all retainer programs) will result in a cancellation fee equivalent to the outstanding balance for the remainder of the term.
If you wish to cancel your plan at the end of the minimum 3-month term just let us know as we are nearing the end of the term. If the client does not communicate the option to cancel, your plan will auto-renew at a month-to-month basis thereafer – at which point a 30-day notice is required for cancellation of services, as our team works in advance of your billing cycle.
6.0 Responsibilities of Priceless Consulting LLC and client
6.1 Client’s Responsibility for Releases
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 Client Responsibility for Releases
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images, and data you provided unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
6.3 Client Responsibility for Accuracy
You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
Priceless Consulting LLC acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Priceless Consulting LLC on behalf of client or disclosed by client to Priceless Consulting LLC.
8.0 Term and Termination
8.1 Period of Agreement and Notice of Termination
This Agreement shall become effective as of your order date and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
8.2 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 Payment for Non-Cancelable Materials?
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to submit any and all non-cancellable items to you for approval prior to commitment. This will be done by way of an email being sent to you identifying the items in question. A response of “APPROVED” will grant us the ability to commit to the item; and therefore hold you liable for its payment. We agree to use our best efforts to minimize such liabilities. We will provide written proof, upon request of the client, that any such materials and services are non-cancelable.
8.4 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 Transfer of Materials
Upon completion of this agreement, provided that there is no outstanding indebtedness then owing by client to Priceless Consulting LLC, Priceless Consulting LLC shall transfer, assign and make available to client all property and materials in its possession or control belonging to client. Client agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Province/State of Maryland.
9.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
9.4 Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
10.0 DISPUTE RESOLUTION
10.1 Negotiation
Parties agree to attempt to resolve any dispute by negotiation between the parties.
10.1 Arbitration/Mediation
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.
10.3 Litigation
In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the state of Maryland. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the state of Maryland. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
10.4 Attorney Fees
The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
In all other circumstances, the parties specifically consent to the local, state, and federal courts located in the state of {company_state}. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
10.4 Attorney Fees
The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
11.0 GENERAL
11.1 Modification/Waiver
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.
11.2 Notices
All notices under this Agreement shall be given in writing either by: (a) Text or Email, with return confirmation of receipt. Notice will be effective when received, or in the case of text or email, on confirmation of receipt.
11.3 No Assignment
Rights or obligations under this Agreement shall not be transferred, assigned, or encumbered without the prior written consent of the other party.
11.4 Governing Law
This Agreement shall be governed by the law of {company_state}.
