TERMS AND CONDITIONS

Start of Project

No contract shall exist between the parties until Will2Design has received a fully executed agreement.  Receipt of this signed and dated agreement/proposal (including your initials on each page), along with your initial payment shall be viewed as your authorization to start the project.

Work Timeline

Upon acceptance of this proposal, a project team meeting will be scheduled with client to refine design specifications and determine an appropriate and acceptable project schedule.

In most cases, it generally takes a few days to implement your design solution and to run your solution through our rigorous quality assurance program. Project schedules presented in this proposal are estimates.  Will2Design website solutions are custom designed for each client and therefore timelines may vary depending upon the agreed scope of the project.

At various stages during the execution of the project, “acceptance” e-mails will be presented to you for approval, ensuring a smooth design process.  These e-mails will indicate which activities have been completed and provide the opportunity to resolve any questions/issues before the project continues.  Should Client fail to meet deadlines, fail to provide timely feedback, or fail to deliver needed content and/or other required items in a timely manner, Will2Design shall not be responsible for any delay in the project schedule.

Project Completion

The project will be considered complete when Will2Design completes the tasks described in the Proposal and all deliverables have been provided to you.  A final Acceptance Form will be presented via e-mail to Client for execution, indicating completion of the project.

Client Responsibilities

It is imperative that Client cooperate with Will2Design during the production of their website project so as to enable Will2Design to achieve the objectives described herein.  The type of cooperation necessary for timely and accurate website development includes, but may not be limited to the following:

 

  • Prompt access to duly authorized Client personnel.
  • Delivery of information and website content.
    1. All content to be provided by client must be submitted in a timely manner. Developer shall not be responsible for any delays in the completion of the project due to client not providing necessary website content when needed.
      1. If desired by Client, Masterdigm has the resources to produce content for Client. There is a fee.
    2. All Webform content shall be provided by client in a timely manner.
    3. Changes to website content and webform content may incur additional cost to the client.
  • Participation in meetings required for timely website development.
  • Prompt project feedback.
  • Timely content and design approval.

 

If the client fails to participate during the production of the project, it may become necessary for developer to place the project in “Hold” status until client participation begins again.  In this event, a reinstatement of work fee of ($89.00) will apply in order to reinstate the project timeline.  Client agrees and understands that the developer is responsible to perform only the work shown in this agreement. Additional work not shown in this agreement, and/or changes to the website layout, will incur additional cost on the part of the client.

 

Change Requests

If there are additional elements, which were previously discussed between client and Developer but not included in this agreement, which Client subsequently wishes to be added to the project, Client must notify Developer of such additions prior to commencement of work in order to have such additions included in the final agreement.  Client should understand that such additions may incur additional costs to the client and must be paid up front.

 

Upon Client’s review and approval of each completed design phase, if additional work is requested by Client, Developer will prepare an addendum to the agreement for Client’s approval, outlining additional deliverables, associated costs and timeline adjustments, if any.  These addendums will constitute a signed change order request.

 

Confidentiality

Developer acknowledges that they may have access to Client’s confidential and proprietary information during development of this project.  Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential (“Confidential Information”).  Developer agrees to not disclose or use (unless required by law) any Confidential Information at any time during or after the term of this Agreement.  Developer will use their best efforts to prevent any such disclosure. Confidential Information does not include information that is in the public domain.

 

Ownership of Prepared Materials

Except for the graphics used from third party royalty-free stock photograph galleries (such as Photos.com, iStockPhoto.com, Dreamstime.com, ShutterStock.com), all materials, including the Pages and Custom Graphics, prepared by Developer for Client (the “Prepared Materials”) shall be considered the exclusive property of Client upon payment of all invoices.  Unless given permission from the third party royalty-free stock photo provider(s) that the Developer uses, the Client agrees to not use the stock photograph’s on another advertising medium including offline ads, billboards and flyers.  The Developer is not liable for the usage of royalty-free images.

 

Client Representations

Client represents and warrants that the text, graphics, and photographs provided to Developer for the site, are owned or licensed by Client and that the Client is authorized to use and display such items in the manner contemplated by this Agreement.  Client is solely responsible for the site and materials on site and the validity of copyrights, trademarks and ownership claimed by Client.  Client agrees to indemnify and hold Developer harmless from and against any claim, loss, damage, expense or liability (including attorney’s fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client or any stock photography agency , ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, or iii) any claim, suit, penalty, tax or tariff arising from Clients use of the internet or electronic commerce.

Termination of Contract

Termination Upon Default: Either party may terminate this Agreement upon the other party’s default of any obligation under this Agreement, provided that the terminating party will first deliver to the other party written notice specifying the nature of any default.  If within 10 days after the delivery of such notice, the default has not been cured, this Agreement shall terminate.  Notwithstanding the forgoing, Client’s delay of the commencement of work or Client’s default on any payment owed to Will2Design under this Agreement will be governed by the provisions of this Agreement that specifically address such matters and will not be governed by this paragraph.

 

Termination Without Cause After Commencement of Work: In the event that Client terminates this Agreement after commencement of work, for any reason other than Will2Design’s default of its obligations, Client will pay to Will2Design on all hours used to-date, based upon the last payment made.  In addition, Will2Design will be entitled to retain as liquidated damages the full amount of any deposits made on the contract price.

 

Non Dispute/Non Cancelation Clause

Once Developer receives Client’s initial payment, Developer will begin work on Clients Project following a three (3) day “Buyer’s Remorse” time period.  Following this three (3) day “Buyer’s Remorse” time period, Developer will begin work on Client’s project and, as such, will begin incurring costs and paying for such costs.  As a result, once Client’s project has started and work has been performed by Developer, Client hereby agrees that they will not cancel or dispute their initial payment.  Instead, if there is a problem or issue of any kind with regard to Client’s project and/or Agreement, Client agrees that they will exhaust all means possible to work with Developer to resolve such problem or issue rather than simply canceling or disputing their payment. Therefore, Client hereby agrees to this Non Dispute/Non Cancelation clause in their Agreement/Contract with Developer by affixing their initials to this specific section. 

 


Termination Without Cause Prior to Commencement of Work
: In the event that Client terminates this Agreement by written notice of termination of contract within 5 days of initial project consultation and prior to commencement of work by Developer, Client will be entitled to refund of initial payment less 30% consultation fee.

Termination by Mutual Written Agreement: The parties may terminate this Agreement for any reason by mutual written agreement signed by each party, and in that event neither party will have any further obligation to the other, except as may be provided in such written agreement.

Hosting

Will2Design offers web hosting for FREE.  All Will2Design websites using the Masterdigm CRM System must be hosted by our servers.

Technical Support

Due to the nature of WordPress websites, there will be periodic updates needed.  For example, a calendar plugin or search engine plugin is out-of-date and a new update is ready for download.

SEO Overview

Unless stated per our SEO contract, the websites created herein are capable of optimization but any optimization up and above the Title of the page will result in a sole and separate contract.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement.  There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.  This Agreement may be modified in writing and must be signed by both Client and Developer.  Should Client fail to meet deadlines, provide requested deliverables or respond to project needs in a timely manner, the scheduled project payment dates shall still apply. In the event Will2Design is responsible for any delay in the project schedule, any applicable payments shall be delayed accordingly.