A). PRODUCTION MILESTONE & DELIVERABLES:
To Be Specified In Client Estimate (TBSCE)
–1. Work Begins: Contract Agreement and Payment of fifty percent (50%) or other percentage (TBSCE) of the Estimate Total.
–2. Day x (TBSCE): Delivery of the design draft in jpg format–
Many design previews can be shown and modified with the Client’s input and feedback within the agreed upon Scope of Work limits (D).
–3. Before or on Day x (TBSCE): Written Approval of the Final Design by Client.–
Any Major Structural or Design Changes after this milestone approval will be subject to separate charges within the agreed upon Scope of Work (D)
–4. Day x (TBSCE): Delivery and Written Approval of the Final Local Version (live site on 7thw’s Servers) Full Payment of Total Amount remaining —
Any Major Design or Functionality Changes after this milestone approval will be subject to separate charges within the agreed upon Scope of Work (D).
–5. Within two (2) days following the Full Payment: Migration of the Final Version (Live site) on chosen server by Client.–
If the Client is not hosting on 7thw’s servers, 7thw is not responsible for any compatibility issues. Therefor 7thw retains the right to define what kind of server the Client shall use. Any additional website migration can be charged separately and are not part of this production milestones.
B). PAYMENT AGREEMENT:
This Payment Agreement is made between 7thw and the Client wherein the Client agrees to make payments to 7thw in accordance with the terms provided:
All invoices are payable within ten (10) days of receipt. A monthly service fee of 10 percent, or the maximum allowed by law, is payable on all overdue balances. Client shall pay all collection or legal fees caused by late payments. 7thw retains all rights to all Deliverables submitted until receipt of Full Payment by the Client of the Total Amount which equals but is not limited to the Estimate Total plus all the fees and billable expenses. Payments are not considered valid until funds are available in 7thw’s bank.
7thw Delays: 7thw shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. 7thw may extend the Due Date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed thirty (30) days. Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
D). SCOPE OF WORK:
This form is used for an estimate, the fees and billable expenses shown are minimum expenses only. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original Estimate Total by twenty five percent (25%) or more. Any content such as text, photography, video and audio are not included. Any content editing is charged separately. 7thW retains all rights to define what constitutes Major Structural or Design or Functionality Changes. 7thw’s Standard Rate equals hourly fees of ninety ($90) dollars per hour.
Warranty Period. During the first three (3) months following Migration of the Final Version, 7thw shall provide up to x (x) hours (TBSCE) of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at 7thw’s Standard Rate Maintenance Period. After the Warranty Period expires and at Client’s option, 7thw will provide Support Services for the following six (6) months for 7thw’s Standard Rate. No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
E). CANCELLATION & REFUND POLICY:
In the event of cancellation of this assignment by the Client, any payments made prior to cancellation shall be retained by 7thw. If the cancellation is prior to the delivery of the Final Design (A)–2), the cancellation fee shall cover the amount of hours already fulfilled for the project at 7thw’s Standard Rate. If the cancellation is after the delivery of the Approval of the Final Design, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. In the event of cancellation, 7thw retains ownership of all original artwork.
F). DISPUTE RESOLUTION:
Any disputes in excess of the maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator 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 cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of 7thw. All actions, whether brought by Client or by 7thw shall be filed in 7thw’s state of business
G). INDEMNIFICATION AND LIABILITY:
By Client: Client shall indemnify 7thw from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. By 7thw: 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, 7thw may at its own expense, replace any infringing content with non-infringing content. Limitation of Liability: THE SERVICES AND THE WORK PRODUCT OF 7thw ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF 7thw, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“7thw PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO TWENTY FIVE PERCENT (25%) OF THE TOTAL AMOUNT OF THIS CONTRACT. IN NO EVENT SHALL 7thw 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 7thw, EVEN IF 7thw HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
H).ACCREDITATION AND PROMOTION:
7thw shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by 7thw in the Deliverables on the Footer or as agreed to on each additional page of the Deliverables. 7thw retains the right to reproduce, publish and display the Deliverables in 7thw’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.
Client will own, have full access to, and have the right to customize design and website code within the restrictions of any software licenses used to develop the website.
J). TRANSACTION CURRENCY:
7th Wave Transactions are in US Dollars only.
K). 7TH WAVE LLC SERVICES:
- Custom WordPress
- Reservation Systems
- Web Design
- Illustration & Infographics
- Web Maintenance
- Print Design
7thw’s Standard Rate equals hourly fees of ninety ($90) dollars per hour.
L). TRANSACTION SECURITY
7th Wave LLC use Freshbooks for all it’s invoicing transactions.