Terms & Conditions
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 (colour, texture and typography.)
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.
1.2 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 style of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photoshoot is not included in this contract.
1.3 HTML, CSS AND JAVASCRIPT
We deliver templates developed from HTML5 markup, CSS2.1 + 3 stylesheets for styling and unobtrusive Javascript for feature detection, poly-fills and behaviors.
1.4 BROWSER TESTING
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
1.5 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. We’ll also test to ensure Microsoft Internet Explorer for Windows users get an appropriate, possibly different, experience. We’ll implement a single column design for Internet Explorer 7 and below for Windows but we won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
1.6 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
- Android
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.
1.7 TECHNICAL SUPPORT
If you choose to host your website outside of Digitally, you do have options. 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 at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. After that, any updates to, and management of that server will be up to you.
1.8 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 for to cover the additional work.
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 will incur fee to resume work at the discretion of Digitally.
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.
Digitally will invoice Client for one-half of the initial fees at the point of this signed contract agreement which will act as the deposit. The remaining will be billed once the website is ready to go live and is due prior to go live.
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our invoices upon receipt. You will have a 3 day grace period for payment. In the event payment is not made within 3 days, Digitally will charge a late payment fee of 2% per week on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Digitally pays for carrying overdue invoices from Client. In addition, Digitally reserves the right to stop work until payment is received.
4.3 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 have the right to modify, reject, cancel or stop any and all plans as long as 30 days written notice is given from the Client to Digitally. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 RESPONSIBILITIES OF DIGITALLY AND CLIENT
6.1 Digitally’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.
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
Digitally 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 Digitally on behalf of Client or disclosed by Client to Digitally.
8.0 Term & Termination
8.1 TERMINATION FOR CAUSE
A 30 day written notice is required from the Client to terminate our agreement.
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 is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within 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 a written 30 day 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.
8.2 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 use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Client, that any such materials and services, are non cancelable.
8.3 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.
8.4 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to Digitally, Digitally 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 Florida State.
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.
By signing our agreement and allowing Digitally to begin work on your project,
you are agreeing to the above Term s & Conditions.
