Service Agreement

Last Updated: 6/29/20
This service agreement applies to all projects that I work on, whether included by reference on the estimate / proposal or otherwise, unless superseded by another contract. Although the language here is simple, the intentions are serious and this contract is legally binding in regards to starting a working relationship on a project.

At a Glance

You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give me the assets and information I need to complete the project. You’ll do this when I ask and provide it in the formats I ask for. You’ll review my work, provide feedback will approve in a timely manner also. Deadlines work two ways, so you’ll be bound by dates we set together. You also agree to stick to the payment schedule set out in my estimate/proposal.

Me: I have the experience and ability to do everything I’ve agreed to I’ll do it all in a professional and timely manner. I’ll endeavor to meet every deadline that’s set and on top of that I’ll maintain the confidentiality of everything you give me. My intention is to help wherever possible, within the scope of what we agree to, and to bring my expertise to the table in everything I do.

Cross-Device / Browser Testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

I test my work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We won’t test in other older browsers (such as Internet Explorer) unless we agreed separately. If you need an enhanced design for an older browser, I can provide a separate estimate for that.

Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. I test my work on:

iOS: Safari and Google Chrome
Android: Google Chrome

I don’t test in Opera Mini/Mobile or other mobile browsers unless we agreed separately. If you need me to test using these, I can provide a separate estimate.

Web Hosting

I’m not a website hosting company so I don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, I can recommend a hosting provider to meet the needs of your particular project, and if within the scope of the estimate, I can configure the initial setup of the hosting environment. After the initial setup, the updates to (and management of) that server will be up to you, unless we agree to a maintenance retainer down the road.

Placeholder Content

Unless agreed separately, I’m not responsible for inputting text or images into your content management system or creating every page on your website. Typically, this applies to new website builds, as usually website updates will have a scope covering all pages.

Where applicable, I may use placeholder text (Lorem Ipsum) or placeholder images to represent content that you will replace on your end. This does not grant you a license to use those images commercially, they must be replaced before the website can go live. You are responsible for any copyright infringement claim against content within your website, should one arise.

Intellectual Property

“Intellectual property” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements you provide are either owned by you, or that you have permission to use them. When you provide text, images, or any other element to me, you agree to protect me from any claim by a third party that I’m using their intellectual property.

I guarantee that all elements of the work I deliver to you are either owned by myself or that I’ve obtained permission to provide them to you, excluding placeholder content (see above). Provided you’ve paid for the work and that this contract hasn’t been terminated, I’ll assign all intellectual property rights to you for the work performed, unless someone else owns them (such as with open source libraries).

I’ll own any intellectual property rights I’ve developed prior to, or developed separately from this project and not paid for by you. I’ll own the unique combination of these elements and I’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Confidentiality

I get it, you don’t want people to know the secret sauce to your business.

Out of the box, this agreement provides a level of confidentiality that should cover most project needs. In my performance of services, if I receive or become aware of confidential information (includes intellectual property, licenses, passwords, API keys, etc.) I will not disclose or distribute such information outside of the scope required by the project or pursuant to a demand by law enforcement.

If requested, upon completion of a project or termination of this agreement, I will remove this confidential information from my local devices including (where possible) from remote back-up(s).

That being said, and unless otherwise agreed to, I reserve the right to display all aspects of my work (including spec/concept work, work-in-progress designs, architecture notes, improvement metrics, and the completed project) on my portfolio and elsewhere when promoting my services to others. I will do my best to strip confidential information from these case studies.

In the case that I inadvertently share confidential information in a public manner, please contact me and I will take steps to remove this information from public display, where such public display is within my ability to control, within a reasonable amount of time to do such. I will not be held liable for confidential information accidentally shared in this manner in association with a case study or attracting new client work.

Should you need me to sign an NDA regardless, please contact me prior to initiating a project.

Payment Terms

All work, unless otherwise agreed to, is based on my hourly rate of either $120/hr for regular services, or $180/hr for professional consulting. You agree that any work performed (regardless of deliverables) is considered a service or “work for hire”, and ergo sales and use tax does not apply.

Rush fees may apply in certain scenarios, and if so, you’ll be notified prior to starting the project.

All invoices are net-10 (due within 10 days) unless otherwise agreed to. If payment is received more than 10 days after the invoice date, I may assess interest equal to one percent of the unpaid balance for each month, or a portion of the month the balance is unpaid. Interest accrues retroactively from the due date. Please see the section on “Nonpayment” for worst-case scenarios.

Payments may be collected either online or via check. To make an online payment, visit www.marchantweb.com/payment. To pay via check, please make it out to:

Marchant Web, LLC.
15513 Avenue of the Arbors
Winter Garden, FL
34787

All payments made are non-refundable, regardless of work performed. This includes projects that are partially or wholly prepaid and then cancelled/delayed/abandoned. The only time payment will be refunded is if I need to cancel on my end, and the work has not yet been performed. In this scenario, I may pro-rate the refund against the portion of work performed to date.

Meetings & Calls

Time spent in meetings and calls with you once a project has started is considered billable time. If it’s a working meeting (strategy, planning, scoping further changes, etc.), it’s billable at my regular hourly rate.

Cancellations / Delays

Stuff happens, and I understand if a project needs to be cancelled after we’ve already started. If you request that a project be cancelled after we’ve started, you will be responsible for the number of hours of work that has been performed billed at the hourly rate for the project. This number will be calculated and provided to you via an invoice for such.

Upon cancellation, when possible and applicable, all work that I have locally would be handed over to allow you to continue with another designer/developer. I make no warranty, express or implied, to the state of work handed over during a cancellation.

If you need to delay a project for an extended period of time, I may opt to send an invoice for the work performed to date, and when work continues it may need to be rescheduled around other client work (and potentially with a new fee structure, depending on the length of the delay).

I may also opt to cancel a project outright if it appears that you have abandoned it (or if you continuously keep pushing back a final deliverable/payment). You will be responsible for payment in full in this scenario.

Nonpayment

This clause is included just in case a client with bad intent attempts to get free work. This will not affect any client acting in good faith, and is only used as an absolute last resort.

If I have reason to believe that a nonpayment is purposeful, and you have been unresponsive to attempts to collect payment or to resolve the situation, I would cease to provide any further services until the matter or an agreement is reached. After exhausting all other reasonable options to collect payment for services provided, I may take down and/or disable all or part of website/application that I designed or developed, as appropriate to the work performed, and without consequence for such action or damages that you may incur.

This has never happened to date, nor do I ever hope it will.

I may refer collection of the unpaid amount to court case or collections agency. If unpaid invoices are referred to a court case or collections agency, you will be responsible for reasonable attorney’s fees or collections agency fees in addition to the accrued late fee interest.

Changes in Scope

People change their minds all the time, and that’s perfectly acceptable in a web project. That being said, while I’m all for flexibility, if any change goes beyond the scope of what we’ve agreed to, introducing a significant amount of extra work, then an estimate for that time will be provided at my applicable hourly rate. If a change in scope occurs, this may impact upcoming milestones and project delivery.

Liability & Guarantees

The web is an ever-changing place, but I’ll do best to follow best industry practices and at the standard expected from a suitably qualified person with relevant experience. That said, I can’t guarantee that my work will be completely 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. I make no warranties, express or implied, with respect to the work or property that is the subject matter of this agreement.

Your liability to me will also be limited to the amount of fees payable under this contract and you won’t be liable to me or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if I’ve advised you of them.

Legal Fine Print

If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

Neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations. This agreement shall be interpreted and governed by the laws of the State of Florida.

Changes to this Agreement

This agreement may be amended from time to time to ensure a solid working foundation for both of us. If any material changes need to occur during a project that go into effect immediately, I’ll make sure to notify you. Otherwise, all projects adhere to the version of the agreement that was in-place upon acceptance of the projects’ estimate/proposal. It is recommended that you print a copy of this page, should you need to reference it later.

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