GENERAL DESIGN TERMS & CONDITIONS:
Authorization
By purchasing products and/or services on this website, you are engaging Feathra, located in Los Angeles, California, as an independent contractor for the specific purpose of developing and/or improving marketing materials through the use of graphic design, website design & development, and general marketing services.
Hereafter, the client will be known as the “Client” and Feathra will be known as the “Designer.”
Payment Terms / Work Flow
Template-Based Projects
Payment is required in full prior to the start of any template-based project. Once payment is received by the Designer and all necessary materials have been submitted by the Client, the project will be created and sent to the client for approval. The client is permitted to make minor adjustments to the text & photos, but not the overall design or layout. Once content is received from Client, finished project will be sent to Client.
Custom Design Projects
A minimum deposit of one half (50%) of the total amount will be due prior to the start of any custom design project. Once the first deposit is received by the Designer, basic design concepts will be created and put online for the Client’s viewing and approval. Alternatively, Designer may show Client the designs in person. Communication between the Designer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client’s taste and needs. Upon review of the initial concepts, Client will select their preferred design, which will then be further revised per client’s detailed specs. If none of the concept designs are selected, additional concepts may be requested for an additional fee.
Client will then proof second revision, make any final comments/changes and then final concept design will be delivered. Upon completion of this stage, the Client will be asked to confirm acceptance of the design via e-mail or by signing a printed copy of the design. Once approved, this design will be used as the main template for the remainder of the project. Any changes requested to the design after this approval stage will incur additional charges.
Once this acceptance is received from the Client, the work necessary to complete the project will begin, and an additional one quarter (25%) of the total amount will be paid.
Upon completion of the project, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 25% balance plus any additional charges incurred will be due within fifteen (15) business days after delivery of this e-mail or letter and invoice.
If the fifteen (15) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied.
Designer reserves the right to revoke all work and/or proofs from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company’s Accounting Department. If a payment delay is anticipated, please contact the Designer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.
Services
This agreement covers all of the items listed on corresponding services webpage. The price of services may include additional time spent for client consultations such as meetings, telephone calls and/or email communication.
Text
Text will be supplied by the Client unless the proposal includes the services of a copywriter. Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at Designer’s current hourly rate. All content text shall be provided by the Client in Microsoft Word.doc or .RTF format. Submission can be made via: an email attachment, a CD-ROM disc, or a DVD-ROM disc.
For web design text, 500 words per page approximate a standard web page. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.
Photography
Client agrees to provide Designer with all photos necessary to complete project. Should additional photos be needed, Client may ask Designer to acquire stock photography or the services of a professional photographer on Client’s behalf, for an additional fee.
Graphic Elements / Identity Materials
It is anticipated that the Designer will receive from the Client all the graphic elements necessary to complete the Client’s project. This includes the company logo, existing color scheme or style guide requirements, ancillary images, animated graphics and banner advertisements, if necessary. Unless purchased separately, this contract does not include the creation of a corporate logo/identity.
Scanning
For custom design projects only, this agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will accommodate the needs of most Clients. If more than 10 images need to be scanned the charge for each will be $10.00 after the 10 image allowance has been reached. Please note: If you anticipate needing extensive scanning service, please discuss this with us, as discounts are available for volume scanning service.
Final Files
At the conclusion of the project, the Designer will deliver the final project files via email, or at Designer's discretion on a CD or DVD media. Additional copies of the CD/DVD are available for $15.00 each. As a courtesy, Designer will make an effort to retain a copy of files for at least one year after project completion, but this is not guaranteed - it is the client's responsibility to retain the original files in case of future updates.
Assignment of Project
The Designer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Designer warrants all work completed by subcontractors for this project.
Additional Expenses
Client agrees to reimburse the Designer 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 software at the Client’s request,
- Submittal to specific search engines or premium listings.
Copyrights and Trademarks
The Client represents to the Designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Designer for inclusion in the Client’s project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Ownership of Design and Graphics
Custom Design Projects
Copyright and/or ownership of the finished assembled work produced by the Designer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include: design, photos, graphics, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. It does not include custom source-code, which may be used by Designer for future projects. All materials developed under this contract remain the property of Designer until such time as final payment for the work described herein has been tendered by Client. At this time, all materials become the property of Client and may be used by them, as desired.
Template-Based Projects
Copyright and/or ownership of the finished assembled work produced by the Designer remains property of Designer, but is licensed to the client for full usage, as allowed by law. Designer retains rights to resell design to other clients in the future.
Design Credit
Client agrees that the Designer may put a byline on the bottom of their web page or graphic design piece establishing design and development credit, unless otherwise stated. Client also agrees that any projects created for the Client may be included in the Designer’s portfolio.
WEB DESIGN-SPECIFIC TERMS & CONDITIONS:
Hosting Service
The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the Designer will establish one on behalf of the Client for a nominal fee. The Client hereby authorizes the Designer to access this account, and authorizes the Host Provider to provide the Designer with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.
Domain Registration
The Designer will secure a domain name (www.yourname.com) for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internet fees, and are not a source of income for the Designer. If the Client already has a domain name, the Designer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Designer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.
Compatibility
Our agreement contemplates the creation of a web site viewable by Netscape 5 and above, and Microsoft Internet Explorer 5 and above. Client understands that not all browsers, computers, or monitors display websites in the same fashion, and that any cosmetic differences in the finished website are not to be considered defects.
Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape, or new Internet-capable products are developed, the new versions and/or products may not be backward compatible. Time spent to redesign a site for compatibility due to the introduction of a new browser version or product will be separately negotiated and in addition to the base price of our agreement. If additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply.
Custom Programming & Scripts
Website shall be programmed in standard HTML code. Custom scripts will be programmed in the language deemed to be most appropriate to the task at hand, and to ensure compatibility with the Client’s hosting server. If a specific script is requested by the Client and it must be purchased by the Designer on behalf of the Client, the charge for the script, if any, will be billed back to the Client.
Audio/Video
This agreement does not contemplate using Audio or Video on the Client’s site, unless purchased separately. Client assumes all liability for content, as well as any additional costs they may incur from hosting company as a result of increased bandwidth & site traffic.
E-commerce
If a shopping cart system is purchased, OScommerce will be the default software used. Additional shopping cart scripts are available for an additional fee.
Secure Certificate
If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited. Client agrees not to hold Designer liable for any damages that may result from website not being secure.
Merchant Account / Payment Gateway
If the Client’s web site requires the ability to accept credit cards or electronic checks, the Client will need a Merchant Account and Payment Gateway. The Client understands that any charges necessary to secure the Merchant Account and Payment Gateway are not covered by this agreement.
Databases
If a website script requiring a database is purchased, mySQL and PHP will be the default system used. Alternate technologies & programming languages available may include ASP/SQL Server, CGI/Perl or ColdFusion. Client is responsible for ensuring that website is hosted on a server featuring compatible technology.
Training & Support
The Designer will provide e-mail and telephone assistance to the Client regarding administration of the Client’s web site. On-site training or assistance beyond the basic initial training is not included unless stated.
Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Designer seeks to help the Client control cost. Designer offers two kinds of maintenance agreements. In one, the Client pays a discounted, fixed monthly rate for website updates, based on the average estimated monthly hours required. In the other agreement, the customer pays on an ‘as needed’ hourly basis. Unless stated, maintenance & updates are not included in base fees.
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 Designer.
Note however, that if the Client or an agent of the Client other than the Designer 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 the designer’s current hourly rate. In this regard, Clients are encouraged to utilize the Designer’s services for future updates.
Search Engine Registration
The Designer will provide basic optimization of the Client’s web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site once to each of the free major search engines and directories. The Designer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired, they must be purchased separately. The Designer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
Website Security & Stability
Designer will take all reasonable measures to ensure website is designed as secure as possible. However, Client concedes that it is impossible for Designer to guarantee protection against hackers or unauthorized parties. In the event that website security is compromised, Client agrees not to hold Designer liable for any damages. This includes, but is not limited to: file corruption or deletion, modification of website, or access to sensitive data by unauthorized party.
ADDITIONAL TERMS:
Limited Liability & Indemnification
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Designer. Abusive and unethical materials and uses include, but are not limited to, obscenity, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to defend, indemnify and hold harmless the Designer from any claim resulting from the Client’s publication of material or use of those materials. Designer reserves the right to refuse to design and/or publish any material that would violate this clause.
Client agrees that it shall defend, indemnify, save and hold the Designer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Designer’s development of the Client’s project. This includes Liabilities asserted against the Designer, it’s subcontractors, it’s agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Designer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed through the client’s marketing materials and/or over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
Laws Affecting Electronic Commerce
The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Designer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Client also understands that Designer can not provide legal advice.
Nondisclosure
The Designer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Designer to another party.
Cancellation
If the Client does not supply Designer with complete text, graphics, or other materials necessary for Designer to complete project within six weeks of the date this contract was entered into, the project will automatically be cancelled. The Client may also voluntarily cancel or postpone this project at any stage, with written notice.
In the event that work is postponed or canceled at the request of the Client, the Designer shall have the right to retain the original deposit. In the event this amount is not sufficient to cover the Designer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client and must be received within 15 days of invoice.
Designer reserves the right to cancel the project at any stage for any reason, if necessary, and will issue client a full refund for all money received, as well as return all materials furnished by Client. If the project is partially completed, Client may opt to pay for services already rendered, in exchange for release of all files that Client may then take to another designer for completion of project.
Arbitration
Any disputes in excess of $4,000 (or the current maximum limit for Los Angeles County small claims court) arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of the Designer.
Entire Understanding
This contract and the Appendices attached thereto constitute the sole agreement between the Designer and the Client regarding this project. It becomes effective immediately upon Client's initial ordering of products and/or services from Designer. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Designer. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the State of California. Client, or authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of California.
