Nashville Web Design .BIZ

Terms & Conditions for Website Svcs.

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Terms And Conditions and GENERAL SERVICE AGREEMENT between the CONTRACTOR, represented by Nashville Web Design .BIZ as website Contractor, and CLIENT agreeing to our services and deliverables below:

BACKGROUND: 

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. 

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. 

 

IN CONSIDERATION OF the matters described herein and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows: 

 

Services Provided 

1. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of: 

Scope of Work: 

  • Website development of pages listed in invoice. 

  • Optional coordination of External CMS Hosting services, renewable annually to the CMS provider directly, or via Nashville Web Design .BIZ team and services, with 20% administration fee. 

  • Optional coordination of External CMS domain services, renewable annually to the CMS provider directly, or via Nashville Web Design .BIZ team and services, with 20% administration fee.

  • External Development Server Hosting and Storage during development timeline.

  • Development does not include specialized programming nor external outsourcing when applicable, and may incur additional costs.

 

Website Development Planning and Pricing Agreement to be stated and agreed to in the following example manner:

 

HOME

DATES  (3-page portal: input, Calendar display, Event display)

ABOUT

ARTISTS  (3-page portal: McGraw, Toby, Kid Rock)

GALLERY

NEWS

SHOP (3-page portal: input, store display, item display)

BLOG (3-page portal: input, blog display, article display)

SPONSORS

PRODUCTION (3-page portal: Outbound, Input, Event Display)

Other pages included as applicable. 

 

2.  The Services will also include any other tasks which the Parties may agree on.  The Contractor hereby agrees to provide such Services to the Client. 

 

Term of Agreement 

 

3.  The term of this Agreement (the “Term”) will begin on the date of Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement and/or completion of invoice agreement and deliverables. Site completion may include placeholders when proprietary Client information is unavailable and/or not provided after request.

 

4.  In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days' notice to the other Party. 

 

5.  In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.  

 

6.  This Agreement may be terminated at any time by mutual agreement of the Parties. 

 

7.  Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. 

Performance 

 

8.  The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

Currency

 

9.  Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars. 

 

Compensation

 

10.  Pricing compensation to be noted in the Invoicing Agreement. Client to advise on option acceptance for scheduled remittance. For the services rendered by the Contractor as required by this and/or Invoice Agreement, the Client will provide compensation (the “Compensation”) to the Contractor via payment term options as follows:

RUSH - Payment in Full Up Front + 21% RUSH fee moves client project to TOP priority for development completion in the workload cue with guaranteed development attention forgoing additional projects within the cue at priority levels below (Complete, 50/50, 750, 400).

a. Contractor Attempts 2 to 4 week delivery once all content is produced, provided and available for appropriate Website applications. 

b. Ensures full attention over following payment plans.

c. rush fees can be outbid for higher priorities in the cue, overriding lower priority rush fees.

 

Complete - Payment in Full Up Front – Provides added priority for completion against other projects in the workload cue. 

a. Contractor Attempts 4 to 6 week delivery once all content is produced, provided and available. 

 

50/50 – 50% invoice due at contract. Remaining balance due to Launch.

a. Contractor Attempts 4 to 6 week delivery once all content is produced, provided and available. 

b. Once development is completed, the remaining balance will be due immediately prior to launch. 

c. If after the website is completed and ready for launch but the client denies immediate remittance of the remaining invoice obligation, and/or client without agreement ceases forward progress and provisions thereby ceasing website development by no choice of the contractor, a 5% weekly interest of total invoice will be incurred. 

 

750 – If client is unable to meet the above terms, the Client has the option to pay $750 down payment to begin work, and $750 bi weekly payments to continue work through development completion. 

a. 7% Deposit fee incurred at contract.

b. Attempts 4 to 6 week delivery once all content is produced, provided and available. 

c. Development schedule subject to workload demands of clients enrolled in preceding payment plans.

d. Once development is completed, the remaining balance will be due immediately prior to launch. 

e. If after the website is completed and ready for launch but the client denies immediate remittance of the remaining invoice obligation, and/or client without agreement ceases forward progress and provisions thereby ceasing website development by no choice of the contractor, a 5% weekly interest of total invoice will be incurred. 

 

400 – If the client is unable to meet the above terms, the Client has the option to pay $400 down payment to begin work, and $400 weekly payments to continue work through development completion.

a. 15% Deposit fee incurred at contract.

b. No guarantees on Development schedule. 

c. Development schedule subject to workload demands of clients enrolled in preceding payment plans.

d. Once development is completed, the remaining balance will be due immediately prior to launch. 

e. If after the website is completed and ready for launch but the client denies immediate remittance of the remaining invoice obligation, and/or client without agreement ceases forward progress and provisions thereby ceasing website development by no choice of the contractor, a 5% weekly interest of total invoice will be incurred. 

 

FOR ALL PAYMENT PLANS: 

a. Once development is completed, the remaining balance will be due immediately prior to website/media launch. 

b. If after the website is completed and ready for launch but the client denies immediate remittance of the remaining invoice obligation, and/or client without agreement ceases forward progress and provisions thereby ceasing website development by no choice of the contractor, a 5% weekly interest of total invoice may be incurred. 

Balance Reduction Incentive: Successful Referrals. 

For every new customer referral, Once their payment is received in full, Contractor will reduce client balance by 5% of the net sales from each referral customer account: Examples:  

Refer a $5000 net sale website = 5% reduction from existing balance. Contractor to  apply $250 credit to existing client balance. 

Refer a $7500 net sale website = 5% reduction from existing balance. Contractor to  apply $375 credit to existing client balance. 

Refer a $10,000 net sale website = 5% reduction from existing balance. Contractor to apply $500 credit to existing client balance. 

* credits may be applicable past full payment 

​11.  The above Compensation may/may not include all applicable sales tax, and duties as required by law. Final invoicing will conclude the website development service and conclusion of the account for services above. Support plans are available for follow up services on a variety of levels of budget allowance and related services. Please contact info@nashvillewebdesign.biz for support and maintenance plans available. 

 

Reimbursement of Expenses 

 

12.  The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services hereunder.

 

13.  The Contractor will furnish vouchers to the Client for all such expenses. 

 

Additional Resources 

 

14.  The Client agrees to provide and/or produce as applicable, for the use of the Contractor in providing the Services, the following proprietary resources: 

Website Content including but not limited to:  

- Keywords (what would someone type in Google to find your website? What would  someone type in Google to find the goods and information on your website?) 

- Logos and/or any graphic backgrounds, features, branding or elements to be  included 

- Photos for website content - original Hi-Rez files recommended 

- Videos for website content - original files recommended 

- Audio files 

- Social Links 

- Copywriting

- Public Contact Information 

- Existing Hosting/Domain Access Credentials when pushing live to Client-owned  domain.

 

Proprietary Content Requests

15. Client-provided Assets may be required specific to Client-based proprietary inclusion. While official website completion may include placeholder content for future revisions, various attempts will be made to collect proprietary needs for delivery. Asset requests will be sent early in the development process in hopes of a return in a timely manner. Requests may also be sent throughout and/or upon website completion. Should the website completion take place with placeholders, and more than the 4 to 6 week delivery time elapses due to unmet Client content requests, or any other obstacles to prevent completion, beyond the control of Nashville Web Design .BIZ, additional charges may be incurred.

 

Intellectual Property

 

16.

Client assumes all responsibilities for licensing, permissions and clearances, holding harmless Nashville Web Design .BIZ, and any associations thereof, of any infringement and/or potential for any actions taken. All content provided by the Client, including but not limited to information, images, media content and copywriting, must be copyright-approved and the sole ownership of the Client. Any infringement of intellectual property conditions will be the responsibility of the Client.

 

Timeline for Delivery

 

17.

NOTE: While Website revisions, upgrades and enhancements are typically a post-launch support and maintenance service option into the future, duration and production restrictions do apply in any segment of website development. Website development is not an opportunity for endless edits and perpetual preparation to completion. Once agreed upon a timeline for delivery, both parties agree to work in tandem to meet the agreed timeline, for timely and accurate results, meeting the scope of the project as assigned.

 

Delivery timeline expectations will be estimated upon project scope and assignment of service. The Contractor will be expected to deliver product within a reasonable agreed timespan, and Client also agrees to provide requested content and information in a timely manner as well, working together in tandem to deliver the project scope as determined. If the Contractor exceeds the timeframe, proper notification and adjustments will be made accordingly. When clients exceed these periods of time, beyond the control of the Contractor, proper notification and adjustments may be made accordingly including parking fees and perpetual edit fees that may be assessed. When the scope of the project changes, the agreement changes as well to adapt. Additional fees may be incurred for services rendered above and beyond the agreed scope of project, including but not limited to timeline, proprietary information provided, additional programming, edits, reversals, content production, revised circumstances, professional services and more.

Project Completion

 

18.

Subject to payment plans above and workflow priorities therein, Nashville Web Design .BIZ standard protocol provides that once all content is available (whether produced or provided), please allow 4 to 6 weeks for typical website development and delivery for internet portal. Custom coding and special conditions may take longer. Project completion may be superseded by payment plans noted above. 

  1. The Website project is deemed complete and fully billable upon completion of the website development in agreement of the invoice/work order/development structure discussed. Necessary contents required, yet unavailable beyond the control of the website Contractor, may be substituted with temporary and/or example-driven information and content placeholders for project conclusion and delivery.

  2. Proprietary accuracy is at the discretion of client provision, often based on requests for applicable information and contents. When client-provided proprietary information and/or contents are required, yet unavailable beyond the control of the Contractor, Placeholders may be used instead, as example-driven information and content display substitute, thereby satisfying all completion and delivery requirements.

    1. NOTE: When the client chooses to delay proprietary completion and the completed portal-to-internet delivery of their website development, the website sits wastefully dormant and renders valued space on the development server as unusable. IF after multiple requests of the client for their proprietary information, content, and/or accuracy in website development, the client may be in violation of Website Parking regulations, and additional fees may be incurred.

  3. Website completion does not require proprietary accuracy, however multiple attempts will be made to request the applicable proprietary information and/or contents for a fully satisfactory project delivery.

  4. As proprietary accuracy is at the discretion of client provision, the website Contractor will be held harmless from any proprietary requirements of the project, portal-to-internet service and fees, and any prepayments thereof. In attempt to avoid additional/future fees and forfeitures, multiple requests will be made however, to request the applicable proprietary information and/or contents for a fully satisfactory project delivery.

 

Service and Fees Forfeiture 

 

19.

 

If after multiple notifications and requests for assets, information, and any other forms of content for proprietary completion, and the project conclusion/delivery continues to be delayed beyond the control of the Contractor, any subsequent services and the prepayment thereof, including but not limited to portal-to-internet fees, website hosting and domains will be forfeited by the client. With the continual delinquency in meeting Contractor requests, and any other form of conclusion/delivery delay beyond the control of the Contractor, the project completion, subsequent services required and the forfeited prepayments thereof including but not limited to portal-to-internet fees, website hosting and domains, may incur additional fees at a later date. Should the proprietary requests eventually be met, beyond the expiration and completion terms noted herein, delivery may be concluded and met successfully with a portal to the CMS server, requiring future services and additional fees for custom domain and hosting interests previously forgone.  

With the expiration and forfeiture of previously agreed portal-to-internet services, including but not limited to website hosting and domains, the Contractor offers three options for post-forfeited portal-to-internet completion:

  1. The Client is welcomed to open their own CMS account for self-service continuation. Contractor will assign the completed build to Client account for their own completion as desired. Contractor-provided education, training, consulting and direction within the CMS platform may incur additional fees. 

  2. The Client is welcomed to provide the Contractor their proprietary credit card credentials holding harmless the Contractor from any liabilities related to the sharing of credit card credentials, and the Contractor will thereby provide the additional services required, including a 12% Administration Fee for the services provided. Invoice delivery and full remittance thereof will be required in advance of additional services.

  3. The contractor will assume custom portal-to-internet services and fee coordinations thereby providing the additional services required, including a 22% Administration Fee for the services provided. Invoice delivery and full remittance thereof will be required in advance of additional services.

No Parking Allowed

 

20.

Website “Parking” is known as a halt in website development, production and/or progress, beyond the control of the Contractor, with the website structure sitting dormant on the development server, rendering the server space unusable. Website project Parking is not allowed and may incur additional fees.

 

A common Parking infraction is when a Contractor continually seeks client-based input, feedback, information and/or contents for proprietary inclusion and accuracy in the website, however requests provided remain unmet, thereby delaying conclusion of the website project and/or delivery beyond previously agreed timelines.

 

Therefore, IF AFTER THREE (3) REQUESTS, within and/or exceeding a 30 day timeframe, the client continues with unmet returns, provides inadequate information and/or content as requested, continually delays the requested results, declines to respond, declines to deliver, and/or provides any conditions beyond the control of the Contractor thereby resulting in delayed conclusion of the website project, the client’s website project may be deemed in violation of this PARKING stipulation.

 

When in Parking violation and/or any notice thereof, Nashville Web Design .BIZ offers one of the following three options for project conclusion:

  1. The Client provides, within 24 hours of notice, all information and/or contents requested, and the website will be completed and delivered as originally agreed upon within the invoice/work order/development structure discussed. Due to the delays incurred by dormant progress beyond the control of the Contractor, the client also agrees to release the Contractor from any prior agreements for timeline completion and/or delivery.

  2. The Client agrees that the website development, production and/or progress is completed with placeholder information and/or contents, and forgoes any and all other Contractor obligations due including but not limited to the inclusion of remaining informational and/or contents requested, portal to internet, and unmet services due. In doing so, the Contractor is released of any further pursuit of project operations, and the website will be deemed satisfactorily completed as-is, fully billable, and to be delivered/published within 24 hours of notice, as a completed delivery.

    1. A. In the scenario when Full payment has been provided, the client agrees to satisfactory project completion, and that any further development/modifications/assignments will be billed accordingly.

    2. B. In the scenario when a remaining balance is due, the client agrees to satisfactory project completion, with immediate remittance of the remaining balance due, and that any further development/modifications/assignments will be billed accordingly.

  3. Until the project is deemed accepted, completed and delivered via one of the two options noted above, a monthly $400 Parking surcharge will be added to any outstanding invoice remaining due and/or newly billed for projects previously paid in full. Surcharges will be due immediately upon invoicing. If the surcharge invoicing remains unmet, a monthly 5% compounded interest fee may be added as well. If after a Contractor-deemed timeline of delinquent payments continue, the Client account may be assigned to Collections and/or additional legal actions may be taken, with all expenses as responsibility of the Client. 

 

Revisions

 

21.

During development, up to three (3) revisions are allowed per item. Should repeated item revisions continue beyond three occurrences, additional development charges may be incurred. Once the site is launched, two (2) full-list revisions will be available. Full Lists must be provided for each revision cycle. IF only one revision provided per request, the one item will be considered the full list. Thereafter, additional charges may be incurred. Should repeated revisions continue beyond two occurrences, additional development, support and maintenance charges will be incurred.

 

Confidentiality 

22.  Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could  reasonably be expected to cause harm to the Client. 

 

23.  The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue for one (1) year from the date of  such expiration or termination. 

 

24.  All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or  how it was provided to the Contractor. 

 

Ownership of Materials and Intellectual Property 

 

25.  All intellectual property and related materials (the “Intellectual Property”)  including any related work in progress that is provided, created, developed and/or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.  

 

26.  Title, copyright, intellectual property rights and distribution rights of the 

Intellectual Property remain exclusively with the Contractor.  

 

Return of Property 

 

27.  Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which  is the property of the Client. 

Capacity/Independent Contractor 

 

28.  In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a  partnership or joint venture between them, and is exclusively a contract for service. 

Notice 

 

29.  All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties  of this Agreement.

 

Indemnification 

 

30.  Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with  this Agreement. This indemnification will survive the termination of this Agreement. 

 

Legal Expenses 

 

31.  In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. 

Modification of Agreement

 

32.  Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if  evidenced in writing signed by each Party or an authorized representative of each  Party. 

 

Time of the Essence 

 

33.  Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 

 

Assignment 

 

34.  The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of  the Client. 

 

Entire Agreement 

 

35.  It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 

 

Enurement 

 

36.  This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. 

 

Titles/Headings 

 

37.  Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 

 

Gender 

 

38.  Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 

 

Governing Law 

 

39.  It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the  law of any other forum, by the laws of Tennessee, without regard to the jurisdiction  in which any action or special proceeding may be instituted. 

 

Severability 

 

40.  In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue  to be valid and enforceable with the invalid or unenforceable parts severed from  the remainder of this Agreement.

 

Waiver 

41.  The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 

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