Design Services Terms and Conditions


Design Services Terms and Conditions

Please read the following Terms of Service carefully.  It is your responsibility to read the Terms of Service before accepting them.

CONTRACTUAL RELATIONSHIP 

Your acceptance of this Agreement constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and I.

These Terms expressly supersede prior agreements or arrangements with you. No other agreement whether verbal or written shall be in effect, except where agreed to and authorized in writing by me.

DESIGNER SERVICES 

I will perform all services detailed in the proposal.

All webpages will be built using Elementor Pro and Essential Addons For Elementor Pro.

All pages will be fully mobile responsive and mobile friendly – to the extent that I can test them. I test my work in current versions of Safari, Google Chrome, and Mozilla Firefox.  I will also test my work on http://mobilephoneemulator.com/.  You will be responsible to test all my work on all devices in your home as well.

I don’t guarantee improvements to your website’s search engine ranking, but the pages that I develop are accessible to and optimized for search engines.

I’ll carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, I can’t guarantee that our work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them.

MY HOURS

I work Tuesdays from 8:00 am – 2:30 pm, Thursdays from 8:00 am – 2:30 pm and Fridays from 10:00 am – 12:30 pm.  Because I “batch” my days (I only do work during work time and family during family time etc), I am not available outside of these hours.

 

COMPENSATION

Fees: You agree to pay me the amoun outlined in your Proposal, including all applicable taxes, if any.

Additional Costs: The above total includes my fees, up to 10 high resolution branded stock photos, 1 year of website hosting, the yearly payment for Elementor Pro updates (yes, I will continue paying for this for you each year), and the lifetime cost of Essential Addons for Elementor Pro updates.

If I believe an additional paid tool is necessary to complete your design, I will tell you why I believe it is worth the cost and ask if you would like to purchase it.

Any other costs, such as hosting beyond your first year, domain charges, Elementor or Essential Addons support, art or fonts licensing, or additional photography are your responsibility.

 

PAYMENT

A 50% booking deposit is due in order to add your project to my schedule.  Booking deposits are non-refundable.

Another 25% is due 4 days before the project start date.  This is also non-refundable.

The final 25% is due at project completion once all revisions have been completed and you are happy with your design, but before website access or final files are given to you.

Invoices can be paid via credit card or debit card.

 

LATE PAYMENT

Late Fee: A service fee of $25 first day of payment being late followed by $10 each day after the payment is late, or the maximum allowed by law, is payable on all overdue balances.

Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

Withholding Delivery: Designer may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or any other charges.

CHANGES TO PROJECT SCOPE

Change Request: If you want to change the Scope of Work or tasks after acceptance of this Agreement, you shall send me an email describing the requested changes in detail. You will include specific instructions on whether my work on existing tasks under this agreement should stop while changes to the project scope are finalized.

Within 7 business days of receiving this email, I will respond with my availability, additional fees, changes to delivery dates, and any modification to this agreement.

I shall be entitled to submit a new and separate Proposal to you for written approval. I shall not begin work on the revised tasks until I receive a fully signed revised Proposal and any additional fees.

Acceptance/Rejection: You will have 3 business days days to accept or reject the new Proposal. If you reject the Proposal, I will not be obligated to perform any services beyond those in the original Agreement.

EARLY CANCELLATION OF SERVICES

If—at any stage prior to project completion—you change your mind about what you want delivered or aren’t happy with the direction our work is taking, you can terminate this contract. Early termination of the contract requires written notice to me via email at DesignedForGoodness@gmail.com.

The amount you own me depends on the timing of the cancellation

  • 50% Booking Fee is non-refundable (regardless of cancellation timing)
  • Remaining 50% of the fee is to be divided into two payments:
    • The first 25% is due 4 days before your project start date and is non-refundable
    • The final 25% is due at project completion and is non-refundable

If you cancel after booking but more than 4 days before your project start date, you will not owe any further money.

If you cancel the project after the start date, but before the completion date, you will owe me for work completed based on the percentage of the work that has been completed.  For example, if we are halfway through a project that totals $3000, you would have already paid $2250 and would owe me $375 (half of the final $750 payment).

PROJECT SCHEDULE

Project Schedule: The project schedule will be approved and adhered to by both parties, provided that neither shall incur any liability, penalty, or additional cost due to delays caused by any acts beyond the control of the you or I.  This schedule can be found via your client portal.

DELAYS

Client Delays: You shall use all reasonable efforts to provide needed information, materials, feedback and approvals within the dates and times allotted in the project schedule. Any delay, caused solely by you will result in a project extension of the due date.

If the delay will result in my inability to meet deadlines for other clients, your project may be put on hold and moved to the end of my schedule.If the delay results in my inability to work on your project during the time I have set aside to do so and I am unable to fill that time with another client’s work, you will be charged my hourly rate of $50 per hour for that period of time.

General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

EVALUATION AND ACCEPTANCE

Testing: I will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to you.

For all Deliverables: Once you have approved a deliverable, that deliverable is considered final. If feedback is not provided for deliverables by the due date listed in your client portal they will be considered final.

Client Website Design Concepts: For website projects, you will be provided with one (1) concept layout per website page.

Client Quick Start Website Design Revision Cycles: You will be provided with one (1) full revision cycle for one (1) logo design, (1) full revision cycle for your homepage on desktop, one (1) for each additional website page on desktop, and (1) for all pages on mobile before final designs are delivered and considered final. Once you have approved a deliverable, that deliverable is considered final.  

Client Silver and Gold Website Design Revision Cycles: You will be provided with up to two (2) full revision cycles for your homepage on desktop, one (1) for each additional website page on desktop, and one (1) for all pages on mobile before final designs are delivered and considered final. Once you have approved a deliverable, that deliverable is considered final.

Client Platinum Website Design Revision Cycles: You will be provided with up to three (3) full revision cycles for your homepage on desktop, two (2) for each additional website page on desktop, and two (2) for all pages on mobile before final designs are delivered and considered final.

Client Full Brand Design Concepts: For branding designs, you will be provided with two (1) design concept for all elements.

Client Full Branding Design Revision Cycles: You will be provided with up to two (2) full revision cycles for your logo concept and one (1) revision cycle for all other branding elements before final designs are delivered and considered final.

Revisions:  A revision is not a change of the project scope.  Any revision requests that would require more than 25% of the time the original design took will be charged at $50.00 / hour.

Each additional revision cycle will be charged at $50.00/hour unless the requested work is at or near 10% of the entire project scope. If the requested work is near or more than 10% of the entire project, I will submit a new and separate Proposal to you for written approval a client addendum with an itemized list of the additional work and fees will be provided to the client.  I will respond with my availability, additional fees, changes to delivery dates, and any modification to this agreement.

Acceptance/Rejection: You will have 3 business days days to accept or reject the new Proposal. If you reject the Proposal, I will not be obligated to perform any additional revisions.

Acceptance & Approval Periods: You must provide honest feedback and approve designs within the designated time frame on the project schedule. If you do not get back with me in the designated time allotted on the project schedule, I will consider the deliverables final and continue with the project timeline.

CLIENT RESPONSIBILITIES

Client Content: Your content is due 1 full week before the start date of your project. This date is displayed in the project schedule. This content may include, but is not limited to, written content, images, existing brand element files, videos, and third-party integrations.  If this content is late, your project start date may be moved to the end of my schedule.

You must provide all content, requested by me, in the format I ask for in the schedule. You will be charged $50 / hour if I must re-format any content you deliver.

If additional content is provided after the start of the design project, subject to your prior approval of costs, you may be charged an additional fee if I will have to re-configure the design to fit the additional content.

Client Tasks & Feedback: You acknowledge that you are responsible for performing client tasks and providing honest feedback within the designated time frame provided in the project schedule. All official feedback must be provided in writing to me as asked for via the Client Portal.   If needed the Marco Polo app may be used to clarify written feedback give through the appropriate form. feedback may be sent via Marco Polo.  Feedback should not be sent via email, Facebook messenger, or text.

ACCREDITATION AND PROMOTION

Accreditation: I shall be entitled to place accreditation, as a hyperlink or otherwise, at the bottom of your website design in the footer section on each page of the Final Deliverables.

Promotion: Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

CONFIDENTIAL INFORMATION

Your “Confidential Information” includes information that I should reasonably believe to be confidential. My “Confidential Information” includes the source code of any of my tools. All material considered confidential by either party shall be designated as confidential, provided the other party receives notice thereof. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

RELATIONSHIP OF THE PARTIES

Independent Contractor: I am an independent contractor. I shall determine, at my sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. I and the work product or Deliverables prepared by me shall not be deemed a work for hire as defined under Copyright Law. Except as otherwise set forth herein, all rights granted to you are contractual in nature and are expressly defined by this Agreement.

Design Agents: I shall be allowed to use third parties as independent contractors in connection with the Services. I shall remain fully responsible for my compliance with this Agreement.

No Exclusivity: This Agreement does not create an exclusive relationship between the parties. You are free to engage others to perform services of the same or similar nature to those provided by me, and I shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise my services.

REPRESENTATIONS AND WARRANTIES

By You: You represent and warrant to me that: (a) To the best of your knowledge, use of the Content you provide me with does not infringe the rights of any third party; (b) You shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) You will obtain all necessary and appropriate rights and licenses to grant license to me to use Third Party Materials.

By Me: I represent and warranty to you that: (a) I will provide the Services identified in the Proposal in a professional and workmanlike manner; (b) I shall secure all necessary rights, title, and interest in and to the Final Deliverables, including my tools, sufficient for me to grant the intellectual property rights provided in this Agreement; (c) To the best of my knowledge, the Deliverables will not violate the rights of any third parties; (d) If you or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of mine shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, I MAKE NO WARRANTIES WHATSOEVER. I EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY  

 

Your Indemnity: You shall indemnify and hold harmless me (and my subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages and liabilities (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses, unless you defend against the allegations using counsel of your own choosing) incurred by me as a result of any claim, judgment, or adjudication against me related to a claim that my use of the the content you provide me with, in accordance with the terms and conditions of this Agreement, infringes the intellectual property rights of a third party. To qualify for such defense and payment, I must: (i) give you prompt written notice of a claim; and (ii) allow you to control, and fully cooperate with you in, the defense and all related negotiations. I shall promptly notify you in writing of any third-party claim or suit. You shall have the right to fully control the defense and any settlement of such claim or suit.

My Indemnity: In performing services under this Agreement, I agree not to design, develop, or provide to you any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If you becomes aware of any such possible infringement, you shall promptly so notify me in writing. I agree to indemnify, defend, and hold you, your officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, except to the extent such claim is attributable to a breach of your responsibilities and/or my use of content you provide me with in accordance with the terms and conditions of this Agreement. This indemnification shall include your attorney’s fees, costs, and expenses, unless I defends against the allegations using counsel. I shall have the right to fully control the defense and any settlement of such claim or suit. My total liability under this Agreement shall not exceed the full payment amount derived by me under this Agreement. In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, I may at its own expense, replace any infringing content with non-infringing content; however, such action shall not relieve me of my indemnity obligations hereunder.

Limitation of Liability: THE SERVICES AND THE WORK PRODUCT OF MINE ARE SOLD “AS IS.” EXCEPT WITH RESPECT TO ITS INDEMINIFCATION OBLIGATIONS HEREUNDER, THE MAXIMUM LIABILITY OF ME , MY DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO YOU FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND YOUR MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AMOUNTS PAYABLE HEREUNDER. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Termination for Cause: Either party may terminate this agreement at any time, on thirty (30) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that thirty (30) day period.

Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.

Termination for Convenience: Either party may terminate this agreement at any time and for any reason on thirty (30) days prior written notice to the other party. If you terminate the Agreement under this section, I shall, at your reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

Intellectual Property: If you terminate, according to foregoing provisions, upon full payment of compensation, I grants you all right and title as provided by this Agreement with respect to those Deliverables provided and accepted by you as of the date of termination. If termination occurs prior to the end of the Agreement, and full compensation has not been made to me, you shall return all preliminary works and all designer tools to me. Further, you will no longer have license to use any preliminary works and my tools.

Confidential Information: On expiration or termination of this Agreement: (a) Each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) All rights and obligations regarding Confidential Information shall survive.

RIGHTS TO FINAL ART

License: I grant to you an exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to you are for use of the Final Deliverables in their original form only. Usage of deliverables, in accordance with the foregoing license, is granted for unlimited usage on the web (website, social media, etc.)

Website License Details:  I retain the right to include my name, company name and a link to my website in the footer of your website in order to advertise my work.  You will have the right to make any changes to your website that you see fit, other than to this text and link.

If there are large alterations made to the website’s infrastructure, without my knowledge and consent I must be contacted promptly so that I can remove my name from the footer if I so choose.

Final Deliverable Files:  You will be provided with usable files in in the client portal after completion of all designs in popular formats including jpeg, png and psd.  I will keep these files on my hard drive and in the client portal for 30 days.  It is your responsibility to download them and keep them somewhere safe as I will not have any obligation to keep them beyond 30 days.

RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

Client Content: The content you provide me with is your exclusive property. You grant md a non-exclusive, non-transferable license to use, reproduce, modify, display and publish said content solely in connection with my performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Preliminary Works: I retain all rights in and to all Preliminary Works. You shall return all Preliminary Works to me within thirty (30) days of completion of the Services, provided written request has been made thereof.

Designer Tools: All my tools are and shall remain my exclusive property. I grant you a non-exclusive, non-transferable, perpetual, worldwide license to use the said tools solely to the extent necessary with the Final Deliverables for the Project.

SUPPORT SERVICES

Training Session: A live video training session is included in Silver, Gold and Platinum website design packages.  This session will be recorded and provided to you via the client portal.  You must schedule the training session within 10 days of completion of the website project.

Training Videos: All design packages include tutorial videos which will be available in the client portal for at least 6 months from the project completion date.

Maintenance: I will provide email support which you can use anytime over the 60 days following the completion of your project. The total support time depends on your project and is noted in the Proposal.  If you require support beyond the limit of your project but within the sixty days, you will be charged a discounted rate of $40 / hour.

No Enhancements: The support outlined here does not include enhancements to the Project or other services outside the scope of the Proposal.

ENHANCEMENTS

The support outlined here does not include enhancements to the Project or other services outside the scope of the Proposal.  Any enhancements to the deliverables beyond the time period allowed in your package and / or 30 day period will be designated a new project and I will draft a new proposal for them which you will have the opportunity to accept or reject.

Alterations: Alterations to a website design are not prohibited except to the copyright bar at the footer of the website. Furthermore, in the event of large alterations to the website by you or another designer, I reserve the right to be contacted promptly by the you so that my name can be removed from the footer if I so choose.

DISPUTE RESOLUTION 

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

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.

Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Utah. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by certified mail, with return receipt requested.

Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs reasonably incurred in any dispute resolved by binding arbitration or litigation.

GENERAL

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.

Notices: All notices under this Agreement shall be given in writing either by: (a) Email or (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email, on confirmation of receipt.

No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.

Governing Law. This Agreement shall be construed and enforced according to the laws of the State of Utah without regard choice of law or conflict of law principles.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.

Amendments: This Agreement may be amended, altered, waived or cancelled, in whole or part, only by a writing by all Parties.

Copies of Agreement: This Agreement may be executed in counterparts, which shall have the same force and effect as an original. Faxed copies or an electronic image of signatures shall be effective and shall bind the party’s signing in that matter.

Complete Agreement: The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.