Standard Web Solutions LLC Terms and Conditions
The following terms and conditions apply to all services, including website development and design services (the Services), provided by Standard Web Solutions LLC (the Contractor) to the Client, in conjunction with any relevant quotation provided to the Client by the Contractor, unless otherwise agreed in writing. Acceptance of a quote, purchase, and/or use of the Services shall be considered acceptance of these Terms.
1. Applicability of Master Services Agreement
This Terms and Conditions document should be read in conjunction with the Master Services Agreement (MSA). The MSA shall govern all future contracts and agreements entered into between the Contractor and the Client. These Terms and Conditions apply unless explicitly superseded or modified in a specific Statement of Work (SOW).
2. Invoicing and Payment
The Contractor accepts cash, checks, or electronic payments through Wave, a financial software service. Invoices will be sent to the Client's email address on file. Each invoice will include a secure link, enabling the Client to pay balances online. Note that ACH Bank Payments through Wave charge a 1% transaction fee and are therefore the preferred method of payment. Wave also accepts credit card payments for a fee of 2.9% + $.60 per transaction and American Express for 3.4% + $.60 per transaction. The Contractor will absorb all transaction fees, and the Client will exclusively pay the amount invoiced. The Contractor will accurately track the number of hours worked on the Client's project and provide the Client with a detailed breakdown of hours spent on specific tasks upon request. Payment is due within 30 days from the date of each invoice. Late payments may be subject to a late fee of 2 percent per month on the outstanding balance. If the Client disputes any charges on an invoice, the Client must notify the Contractor within 7 days of receipt of the invoice, specifying the nature of the dispute. The Client agrees to pay all undisputed charges by the due date. Disputed charges will be resolved in good faith between the Client and the Contractor. Any expenses incurred by the Contractor in connection with the project, such as domain purchases, pre-approved third-party applications, etc., will be billed to the Client. These expenses will be pre-approved by the Client and itemized separately in the invoice.
3. Refunds
As a general rule, the Contractor does not offer refunds for services provided. This policy ensures clarity and consistency in our business operations and protects our investment of time and resources into each project. Refunds may be issued solely at the discretion of the Contractor in exceptional circumstances.
4. Timeline and Deliverables
The Client and the Contractor recognize that web development timelines are estimates and subject to change due to the complex and unpredictable nature of the work. The Contractor will provide regular updates and notify the Client promptly if adjustments to the timeline are needed due to unforeseen circumstances or project scope changes. Any modifications to the timeline will require mutual written agreement.
5. Web Browsers
The Contractor is committed to ensuring that the websites we develop are functional and accessible across a variety of web browsers. Our services include optimizing websites for compatibility with the latest versions of popular web browsers, specifically Google Chrome and Mozilla Firefox. We also make reasonable efforts to ensure compatibility with other widely-used browsers. However, due to the diverse range of web browsers and versions available, we cannot guarantee that the website will function perfectly on all browsers or older versions. It is the Client's responsibility to inform the Contractor if there are specific browsers or versions that are critical for their user base. We will consider these requirements as part of the project scope and discuss any additional efforts or costs involved.
6. Termination
The Client may terminate this agreement at any time without the requirement of providing advance notice. Upon such termination, the Contractor will cease all work immediately. The Client shall be liable for payment of all hours worked by the Contractor up to the point of receiving the termination notice, plus additional hours reasonably required by the Contractor to wrap up the project and deliver any work-in-progress to the Client. The final invoice will detail these hours and is payable within 30 days of receipt. The Contractor commits to ensuring that the wrap-up period is conducted efficiently, minimizing additional billable hours while maintaining the quality and integrity of the work performed. In the event of early termination of this fixed-price contract by the Client, the Client agrees to pay for all work completed up to the point of termination, based on the percentage of the project completed. The Contractor will provide a final invoice detailing the work completed and the corresponding proportion of the total project fee. Payment of this invoice is due within 30 days of receipt. If the Contractor terminates the contract, the Contractor agrees to provide the Client with all work completed to date and will make reasonable efforts to assist the Client in transitioning the work to a new service provider if requested.
7. Intellectual Property
All work product created by the Contractor specifically for this project, including but not limited to, developed code, written content, graphics, and interactive elements, shall be considered a "work made for hire" and the exclusive property of the Client upon receipt of final payment. Until final payment is received by the Contractor, these materials shall remain the intellectual property of the Contractor. Any intellectual property owned by the Contractor prior to entering into this agreement, or developed independently of this agreement, shall remain the sole property of the Contractor. The Contractor grants the Client a non-exclusive, worldwide, perpetual license to use such pre-existing intellectual property solely as part of the work product. Any third-party materials, such as stock photos, fonts, or software, used in the work product will be properly licensed by the Contractor. The Client acknowledges that such materials are subject to the terms and conditions of the third-party licenses, and the Contractor shall provide the Client with any necessary documentation regarding these licenses upon request. The Client represents and warrants that all materials provided to the Contractor are either owned by the Client or that the Client has obtained all necessary rights and permissions to use them. The Client further warrants that these materials do not infringe upon the intellectual property rights, including copyright, of any third party.
8. Confidentiality
The Contractor and the Client mutually agree to maintain the confidentiality of all proprietary or confidential information disclosed or obtained in the course of fulfilling the contract. This includes, but is not limited to, business processes, client data, trade secrets, product information, and any other information deemed sensitive by either party. The Contractor will ensure that any subcontractors engaged are also bound by these confidentiality obligations, safeguarding all sensitive information shared during the project. The commitment to confidentiality shall persist beyond the termination or conclusion of this contract.
9. Client Responsibilities
The Client agrees to provide all necessary information, materials, and access to systems or resources required for the Contractor to complete the project in a timely and efficient manner. Failure to provide such information or access may result in delays, for which the Contractor will not be held responsible. The Client agrees to provide timely feedback and approvals as required during the project life-cycle. Delays in providing feedback or approvals may affect the project timeline.
10. Warranties and Liability
The Contractor warrants that the services provided will be performed in a professional manner. Any defects reported within 30 days of project completion will be addressed and rectified by the Contractor at no additional cost to the Client. This warranty applies even to Clients who have opted out of long-term support. To the maximum extent permitted by law, the Contractor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from the Client's use of the services, any unauthorized access to or use of the Contractor's servers and/or any personal information stored therein, or any interruption or cessation of transmission to or from the services.
11. Dispute Resolution
These Terms shall be governed and construed in accordance with the laws of the state where the Contractor is located. Any disputes arising out of or in connection with these Terms shall be initially addressed through good faith negotiations between the parties.
12. Miscellaneous
These Terms constitute the entire agreement between the Client and the Contractor regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by both parties. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent such failures or delays are caused by conditions beyond that party's reasonable control, including but not limited to acts of God, government orders, or other force majeure events.
Last Updated: June 2024
