The following terms and conditions apply to all website development / design services provided by CI Design LLC (Designer/Developer) to the Client.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a Work Order either via phone and/or email with initial payment deposit then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
DESCRIPTION OF PROJECT (WORK ORDER)
Designers agree to develop the Project according to the Specifications described in the Client Work Order also accessible via the following URL %SPECIFICATION_URL% and incorporated by reference in this document.
ADDITIONAL EDITING & CHANGES
Any requested changes to the Specifications stated in Work Order shall constitute additional editing and incur additional charges or fees. All additional changes must be submitted and approved by both parties in writing by approved Contract Change form.
Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer’s business. To that end, we encourage input from the Client during the design process.
The Developer understands, however, that Clients may request significant design changes to pages that have already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for “significant page modification” or creation of additional pages in excess of our agreed Work Order. If significant page modification is requested after a page has been built to the Clients specification, we must count it as extra design work.
Some examples of significant page modification at the request of the Client include:
- Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
- Recreating or significantly modifying the company header / logo graphic at the Client’s request.
- Replacing more than 75% of the text to any given page at the Client’s request.
- Creating a new navigation structure or changing the link graphics at the Clients request.
- Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement which exceeds the scope of the original work order. If significant page modification is requested by the Client after the page maximum has been reached the charge will be $200.00 for each additional page. Moderate changes and small alterations, however, will always be covered during the development of the site and also covered by our one month of free maintenance.
Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We cannot, however, provide major redevelopment services in excess of the page maximum contemplated by this agreement.
Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost. Maintenance Agreements are typically subjected to our hourly rate, as work is required. See our website maintenance page for discounted Maintenance Packages.
THIRD PARTY OR CLIENT PAGE MODIFICATION
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. If the Client desires this capability, it must be made known to the Developer.
Note however, that if this option is desired and the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate. There is a one hour minimum. In this regard, Clients are encouraged to seek assistance from the Developer before commencing any work independently.
Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
- Purchase of specific fonts at the Client’s request,
- Purchase of specific photography at the Client’s request.
- Purchase of specific additional plugins, ecommerce , software, etc at the Client’s request.
DELIVERY OF PROJECT
- Designers will use all reasonable efforts in the development of the Project and endeavor to complete and deliver to Customer all files, media and materials related to the Project no later than estimated client and developer agreed upon days after the effective date of the Work Order provided that payment and all requested instructions and material have been received by Designers from Customer. Any delay in the completion of the Project due to actions or negligence of Customer, transportation delays, illness, or circumstances outside the control of Designers may alter the delivery date. Designers will make reasonable effort to notify Customer of any delays to the estimated delivery date as soon as possible.
- Any indication given by designer of a design project’s duration is to be considered by the customer to be an estimation. Designer cannot be held responsible for any project over-runs, whatever the cause.
- Availability of Materials, Logos, Graphics and other Collateral
Customer agrees to make available to Designers, for Designers’ use in performing the services required by Work Order, such graphical elements and materials as Customer and Designers may agree in writing for such purpose. Failure to provide Designers with Materials in the requested formats may result in additional delays or fees in addition to those stated in Exhibit A.
REPRODUCTION OF PROJECT
- Upon successful completion of all compensation terms and outstanding balances owed to Designers.
- Customer is granted full and unlimited reproduction rights to the Project.
- Designers retain the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Designers shall at no time reproduce the Project for use in commercial means or for-profit use.
- Customer may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by designer during work on the Project but not included into the final version of the Project. Such artwork belongs solely to Designer who may use it at his own discretion.
OWNERSHIP OF ART WORK AND SOURCE FILES
Except for Customer’s Proprietary Material (defined below) contained in the Project, Designers shall hold all right, title, and interest in all original artwork, whether in draft, mock-up, concept or final development for the Project. Specifically, but without limitation, Designers shall hold all right, title, and interest in and to (1) all text, graphics or digital components of the Project (the “Content”), (2) all layouts, logos, structures or arrangements or other components of any materials presented to Customer that comprises the Project, (3) all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content, and (4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Project or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Designers’ right, title, and interest in the Project, as described in this Paragraph 4. Notwithstanding the above, Customer shall retain and, Designers shall have no proprietary rights whatsoever in all of Customer’s intellectual property rights in any and all text, images or other components and/or materials owned by Customer, or which Customer has the legal right to use, that are delivered to Designers, including but not limited to software, related documentation, Customer marketing material, logos, and tag lines (“Customer’s Proprietary Material”). Designers agree that they shall not use Customer’s Proprietary Material for any other purpose than those expressly set forth in this Agreement.
In return for the Projects that are completed and delivered under this Agreement, Customer shall compensate Designers, pursuant to the terms of Exhibit A BELOW. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Designers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all files, artwork, source, commitments or any other service to be performed by Designers for Customer, (3) bring legal action. Customer is fully responsible for all material costs as outlined in Exhibit A, and accepts responsibility for all additional material costs that Designers may incur in the development of this Project.
Customer and Designers acknowledge and agree that the Specifications and all other documents and information related to the development of the Project, excluding however, Customer’s Proprietary Material, (the “Confidential Information”) will constitute valuable trade secrets of Designers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Designer’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
- A Deliverable is warranted against defects in workmanship or materials for a period of (90) days from the expiration of the Acceptance Timeframe.
- CI Design LLC responsibility under this warranty shall be to either repair or replace, at CI Design LLC option and during CI Design LLC normal working hours and in accordance with CI Design LLC development schedule, any deliverable component which fails to function according to the project specification.
- CI Design LLC does not warrant and/or guarantee that the functions contained in 3rd party services and/or plugins will meet the client’s requirements or that the operation of the plugins will be uninterrupted or error-free. The entire risk as to the quality and performance of the 3rd party programs is with client. While every effort is made to ensure optimum functionality, no warranty is made with respect to interoperability with 3rd party services not specifically tested.
- If CI Design LLC reasonably determines that the deliverable component is not defective within the terms of this warranty, the client shall pay additional charges, covering all CI Design LLC time and material costs of investigation and action.
DISCLAIMERS AND LIMITATIONS ON DAMAGES
- In no event will CI Design LLC be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages even if CI Design LLC has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
- Our agreement contemplates the creation of a web site viewable by Google Chrome, Firefox, Mozilla, Microsoft Internet Explorer 9.0, Safari, and Opera browsers. Compatibility is defined herein as all critical elements of each page being viewable in these browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
- The Customer will be provided with the Service according to the Packages chosen by the Customer as detailed on the Work Order. Customer’s Designs and projects will be created iteratively through a Design process of Creative Briefing-Basic Concepts-Feedback-Revision Stage-Feedback-Revision Stage, ultimately resulting in a final Design conforming to Customer’s Direction. The Customer is solely responsible for information provided for project. CI Design LLC is under no obligation to review all said answers for further Feedbacks for any purpose, including accuracy, completeness of information, quality or clarity. CI Design LLC may decide, in its sole discretion, to deny a customer requests.
- Final Project is created based on Clients briefs, concepts and feedback as stated via phone or email to Developer/Project Manager. CI Design LLC does not warrant that all functions supplied by design(s), consultation or advice, will be uninterrupted or error-free or meet clients exact specifications. While every effort is made to give 100% Satisfaction, due to the nature of Design aspects, variations and Internet capabilities, The entire risk as to the quality and performance of the project is with client.
CI Design LLC Design reserves the right to assign subcontractors to any project to insure the right fit for the job as well as on-time completion.
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.
This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the State of Montana.
This Agreement shall be binding upon and endure to the benefit of Customer and Designers and their respective successors and assigns, provided that Designers shall not assign any of their obligations under this Agreement without Customer’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
RIGHT TO REMOVE PROJECT
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Designers have the right to immediately cease all work on the Project until payment in full is paid.
Customer warrants that everything it gives Designers to include in the Project is legally owned or licensed to Customer. Customer agrees to indemnify and hold Designers harmless from any and all claims brought by any third-party relating to Customer’s Proprietary Material provided by Customer to Designers including any and all demands, liabilities, losses, reasonable associated costs and claims including reasonable attorney’s fees arising out of injury caused by Customer’s Proprietary Material supplied by Customer to Designers, copyright infringement, and defective products sold as a result of Customer’s distribution of the Project.
USE OF PROJECT FOR PROMOTIONAL PURPOSES
Customer grants Designers the right to use the Project for promotional purposes and/or to cross-link it with other marketing venues developed by Designers.
RIGHT TO STYLE TO MAKE DERIVATIVE WORKS
CI Design LLC Designers have the exclusive rights in making any derivative similar works of the Project and any similarities between Customer’s Project and future projects constitutes Designer’s methods and style and shall remain the right of Designers.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual reasonable attorney’s fees and reasonable associated costs, including expert witness fees.
TRADEMARKS, LOGOS AND OTHER INTELLECTUAL PROPERTY ISSUES
Customer is responsible for any Copyright or Trademark issues related to the creation and use of Project files by Customer. Customer shall be solely responsible for any Trademark or Copyright searches pertaining to the Project unless otherwise contracted for in the Specifications. Designers will not knowingly copy other rightfully trademarked or copyrighted material.
Both the Customer and the Designers agree that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other’s officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other’s prior written consent.
PAYMENT AND PROJECT PROCESS
- Customer agrees to pay financial agreement stated in Work Order for the implementation of the Project by Designer.
- Designer will start the work on the Project only after the full payment of the due Fee. The exact date when Designer will actually start to work on the Project (Start Date) will not exceed 20 working days after the payment of the Fee. Customer will be informed about the Start Date of the Project after the payment.
- Designer and Client will decide on theme of design to choose from.
- Customer should choose carefully and approve one of the themes. Further work on the Project will be based on the chosen theme.
- Designer continues to work on the Project regularly sending the results to the Customer for review and approval and make necessary alterations until the Customer is satisfied with the result. The total number of reviews should not exceed 10 iterations.
- Designer delivers the resulting Project to the Customer.
- Further work on the improvement of the Project after the allowed number of reviews or working days is exceeded is possible only after the payment of additional fee quoted by the sales representative.
- At the completion of the project, said project will be deemed to be accepted and approved unless The Client notifies Developers otherwise within ten (10) days of the date the materials are made available to the Client or The client has signed an appropriate Handover / Acceptance form or the client is given access to the site with the designer releasing passwords and documentation to access the site.
- Other services such as printing, display panel production, film work, website uploading, publishing etc., either contracted on the clients behalf constitute a separate project and can be treated as a separate charge.
REFUND AND RETURN POLICIES
Work Orders do not include any provisions for website maintenance or additional services not set forth in project specs. These are separate items and will be quoted as such if requested by the client. This quote is also based on all correspondence being completed through email or phone. Should the client require “in person” meetings, an hourly rate will apply.
Due to the fact that our business is a service related industry (meaning our pricing is based on consultation, project management, development and design=personal service time) we have NO REFUND POLICY, meaning, No portion of any payments will be refunded. With that said, we do everything in our power to give our clients 100%SATISFACTION with the final delivered project. We know how important it is to keep our relationships with our clients long term and have the integrity for them to trust us with repeat business. If you are concerned about our services, please do not hesitate to contact any one of our valued clients for a referral.
The entire balance is due and payable if agreement-work order is cancelled. For accounts that are financed for over 30 days, your credit card and or echeck will be held on file for future payments-If for any reason you need to change your payment type, please contact us within 3 days of the payment charge date to avoid late fees. There will be a $10 late fee assessed for every day after the 1st of each month on any payments that are not paid by the 1st of each month.