Terms of Service
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
General Acknowledgements and Representations
The undersigned representative of Client has the authority and capacity to enter into this Agreement with the Contactor on behalf of Client. Client agrees to cooperate with, and provide the Contractor all required support and materials needed (i.e., “Necessary Materials”) to best enable the Contractor to execute the project deliverables described in Attachment A. The Contractor has the skills and knowledge to execute the project deliverables in a professional and timely manner.
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of the Services to be performed, or any other part of this Agreement, is or will become inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property rights or any other rights of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if all or part of the Contractor’s work to be performed for the Client requires a license(s), The Contractor either will obtain or has obtained the necessary and requisite license(s).
EXCEPT AS SET FORTH IN THIS ATTACHMENT B, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. EXCEPT AS SET FORTH HEREIN, ALL PROJECT DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
Confidentiality & Non-Disclosure
Each party shall maintain and protect, in the strictest confidence, all Confidential Information (as defined herein) of the other party. Confidential Information means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
Ownership and Licenses
Contractor acknowledges and agrees that the project deliverables and materials developed or produced by the Contractor pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by individually or jointly, on or off the premises of Client, or during or after working hours ) shall be treated as if the development of such project deliverables constitutes a “work for hire” and shall be owned by the Client upon payment of amounts due to the Contractor.
Concerning project deliverables& any materials that fall outside the scope of a “work made for hire,” Contractor hereby agrees to assign all ownership (whether represented or not by a registered patent, copyright, trade secret) and proprietary rights, title and interest in such materials to the Client. The Contractor agrees to execute such documents as may be required or reasonably requested by the Client, in order to assist Client in obtaining & protecting such rights.
The Contactor acknowledges and agrees that Contractor has no ownership or proprietary rights, title and interest in the project deliverables and materials that Contractor submits to Client as part of this Agreement, including, without limitation, any security interest therein, and hereby releases to Client any interest therein (if any) which may be created by operation of law. Except as otherwise agreed and reduced to a separate written agreement between the Parties and as necessary in the performance and enforcement of this Agreement, Contractor shall have no rights to license, sell or use the project deliverables or work product materials developed under this Agreement, or any portion thereof.
Search engine optimization (SEO)
The Contractor cannot guarantee first or top-listed search results. The Contractor does not guarantee improvements to your website’s search engine ranking, but the contractor will use SEO best practices and ensure that the pages are fully-accessible to search engines.
Cross-Browser and Mobile Testing
The contractor will ensure that the individual’s user experience is appropriate to the capabilities of that browser or device. 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. The contractor will test the websites across the most common browsers (i.e. Google Chrome, Edge, Firefox, Safari) and will test across common devices (i.e. desktop, laptop, Mac, tablet, phone)
The Parties mutually agree that during the term of this Agreement and for one year thereafter, that each Party will not unduly influence or solicit, either directly or indirectly, any employee, vendor, client or contractor of the other Party, to leave that Party for any reason.
Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during the engagement of this Agreement shall remain, an independent contractor.
Term & Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice. Furthermore, either Party may terminate this Agreement immediately if: (i) the breaching party does not cure the breach within 5 days of receiving written notice from the non-breaching party.
If this Agreement is terminated by the Client without cause, Client agrees to pay Contractor any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Contractor agrees to use the best efforts to minimize such costs and expenses.
Termination for any reason shall not affect the rights granted to Client by Contractor hereunder. Upon termination, Client shall pay to Contractor all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Contractor as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid Contractor in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Contractor shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. Contractor hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
Any notice or other communications required or permitted herein shall be sufficiently given if in writing and delivered personally or sent by electronic mail (email), Federal Express (or other similar reputable third-party delivery service), registered mail or certified mail, postage prepaid and addressed as noted on the signature page of this Agreement.
The contractor accepts checks for payment. Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Contractor to keep the project moving forward. Payments for each invoice delivered by Contractor to Client are due within 15 days of receipt. In case of overdue payments, Contractor reserves the right to stop work until payment is received.
Additional Consulting and Training
If the client requests additional consulting or training above and beyond the project deliverables outlined in Attachment A, the client will be billed at $99/hour. If the training session goes over one hour, the client will be billed for the additional training time. If Client requests additional consulting meetings in-person or virtual, the client will be billed for the additional consulting time. Any services not specified in this agreement are considered “additional” services and will be quoted separately and independently of this contract.
In the event an invoice is not paid on time, to the maximum extent allowable by law, Contractor will charge a late payment fee of 1.5% per month on any overdue and unpaid balance not in dispute. Contractor’s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.
Client shall reimburse all of the Contractor’s reasonable expenses that have been authorized in writing by Client in advance and payable within 15 days of the Client receiving an itemized invoice for such expenses.
The Client agrees to provide the Contractor feedback up to 2 times and Contractor will revise work up to 2 times. For each round of Feedback, the Client will provide feedback in written format and return the written feedback to the Contractor.
The contractor will implement the feedback and ask for clarifications as needed. Once the feedback has been implemented, the Contractor will ask the Client to review to ensure that the Client’s intentions where accurately implemented. If there was no misunderstanding, the feedback round is closed. If the Contractor misinterpreted the Client’s intent, the Contractor will revise free of charge to rectify the misunderstanding.
If the client’s feedback is accurately implemented but the Client does not like what it looks like or wants to see another option, further edits will be incorporated into the next round of feedback. If the client needs more than 2 rounds of feedback and wants to continue to see different options, the contractor will make the requested changes at an hourly rate of $99/hour.
Any material changes to the terms of this Agreement, including but not limited to, work to be performed and related fees must be approved by the prior written consent of both parties.
Right to Authorship Credit
Both Parties agree that if asked by any third party, Client must properly identify Contractor as the creator of the deliverables. The Contractor retains the right to identify their name and link in the website design footer. Such right can only be waived by the Contractor at the Contractor’s discretion or upon receipt of an additional fee of $999. Client does not have a proactive duty to display Contractor’s name together with the deliverables, however Client may not represent to others that the deliverables were created by anyone other than Contractor. Client hereby agrees and authorizes Contractor to display and exhibit the deliverables as part of Contractor’s work-product portfolio, galleries and other media solely for the purpose of showcasing Contractor’s work but not for any other purpose.
Indemnification and Limitation of Liability
Contractor agrees to indemnify and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising out of: (i) the negligence, recklessness, act or omission of Contractor or any of Contractor’s employees in producing the Project Deliverables or (ii) any third party claim arising out of a breach or alleged breach by Contractor of any representation, warranty or covenant contained herein.
Client agrees to indemnify, defend and hold harmless the contractor, its affiliates, directors, officers, employees, and agents from and against any and all claims, suits, demands, losses, damages, costs and expenses (including without limitation, litigation expenses and attorneys’ fees), and liabilities incurred in connection with or arising out of (i) any negligence, recklessness, act or omission of Client (ii) any claim that the materials or project deliverables, produced by the Contractor (including but not limited to those materials or project deliverables which utilize and incorporate certain materials provided by Client, regardless if they are deemed necessary or otherwise), or any portion thereof, infringes upon or violates any proprietary or intellectual property rights of any third party, including but not limited to any patents, copyrights, trademarks, trade secrets or unfair competition rights of any third party; or (iii) from a breach or alleged breach by Client of any representations, warranties or covenants contained herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ENTIRE AGREEMENT (INCLUDING BUT NOT LIMITED TO ATTACHMENTS A AND B HEREIN), OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ENTIRE AGREEMENT (INCLUDING BUT NOT LIMITED TO ATTACHMENTS A AND B HEREIN) SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
Governing Law & Forum
This Agreement shall be governed by the law of the State of Wisconsin, exclusive of its conflict of law rules. Any action or dispute arising out of or concerning this Agreement shall be brought within the applicable Courts of Waukesha County, Wisconsin.
Neither party shall be responsible for delays or failure in performance of this agreement to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailability or shortages of materials or any other occurrence beyond its reasonable control.
If any provision of these Terms and Conditions is found unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.
Scope and Entirety of Agreement
It is agreed between the Parties that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement supersedes and renders void all prior negotiations, communications, understandings and agreements with respect to the subject matter hereof.