This Contract for Services (hereinafter “Agreement”) is made and entered into by and between 3BC, LLC (hereinafter “Firm”) and Client. The parties hereby agree to the following:
I. Terms and Conditions
The following terms and conditions apply to all marketing, design and development services provided by the Firm to the Client. Please read these terms and conditions carefully, as any purchase or use of our services implies that you have read and accepted.
a) Commencement of Work
Work will commence on the business day following acceptance of this agreement and the initial payment.
The estimated completion date of project will be mutually agreed to and set by both parties prior to project commencement. This timeframe will be based upon Client communication of vision and desired features. If Client chooses to alter vision and desired features, the set timeframe will be subject to change. To remain efficient, Firm must ensure that agreed upon services are programmed and carried out at scheduled times. Accordingly, Client agrees to provide Firm with all required information promptly, at Firm’s request, so that Firm can meet the milestones detailed in this document. Failure of Client to provide the required information in a timely manner may result in a delay in project completion time.
c) Additional Services & Expenses
Client understands that additional services under this Agreement fall under two categories: mandatory and recommended. Examples of additional services include, but are not limited to the following: web hosting and security subscriptions, premium themes, purchases of special fonts or stock photography, Firm’s menu of services, etc. Client agrees to furnish payment for any additional, mandatory services that are necessary for the completion of the project. Firm will notify Client of any mandatory or recommended additional service, along with the estimated costs, prior to billing Client. Client may also request additional services at any time prior to the completion of the project. Client agrees that any addition to the existing services rendered may result in an increase in Client’s total cost and projected completion timeline. Client may opt-in to or refuse one or more of Firm’s recommended menu of services; however, Client agrees to accept Firm’s mandatory additional service(s). If Client refuses to pay for mandatory additional services, Firm reserves the right to terminate contract. Upon termination under this Paragraph, Client agrees to pay prorated total hourly payment to-date for Firm services rendered. By refusing to pay for recommended additional services, Client agrees to waive Firm of all liability concerning any negative consequences, (e.g. loss of business or revenue) as a result of refusing Firm guidance.
d) Training & Support
*This section applies to website services only*
Upon completion and delivery under this Agreement, Firm will organize a one-time training session with all Client personnel who are authorized to have administrative site access. During the session, all participants will learn how to log into the site, update pages, upload content and make any basic changes to the website(s).
e) Domain Names & Hosting
*This section applies to website services only*
Domain name purchase and hosting is considered a mandatory additional service and is an ongoing fee that is Client’s responsibility. Client understands that Firm does not offer hosting services but obtains hosting services through trusted third parties. As such, Firm will not be held liable for any malfunction or error that may occur from third-party hosting.
Firm may purchase domain names and hosting on behalf of the Client. This service is at an additional cost to Client. Payment and renewal of these domain names is the sole responsibility of the Client. The loss, cancellation or otherwise termination of the domain brought about by late or non-payment is not the responsibility of the Firm. Client is advised to record the due dates of payment to ensure that payment is received in good time.
Client will maintain total ownership of the finished product produced by Firm (“work product”). Client’s ownership is subject to the intellectual property ownership of third parties in the products and services Firm has used in its work product. Firm reserves the right to use its work product for marketing and advertisement purposes, including attribution. Both parties have agreed that Client retains all intellectual property rights related to present and future products created by Client. Firm agrees that Client’s creations will not be shared with any other party during project or subsequent to completion of this project unless otherwise permitted by Client.
Firm makes every effort to ensure media are designed to be viewed by most visitors. All media are designed to work with the most popular current browsers (Google Chrome, Safari, Firefox, and Internet Explorer). Client agrees that Firm cannot guarantee correct functionality with all browser software across different operating systems. Firm will not be held liable for media which do not display acceptably in new versions of browsers released after the media has been designed and completed. As such, Client agrees that any additional work needed to tailor the finished media to an updated browser software will be considered an additional service and, upon agreement, will be billed as an additional expense.
h) Liability, Warranty, & Indemnification
Firm is not responsible for any indirect losses. Once Client has approved Firm’s completion of services, any subsequent changes requested by Client will be billed to Client at Firm’s standard rate of $50/hour. Firm guarantees a 7-day post-launch bug-fixing and minor modifications warranty at no charge. “Minor modifications” are defined as any minimal changes that do not deviate so far from original product/service as to classify as an additional product/service. Any addition or creation of new content is not covered and will be billed at Firm’s standard hourly rate. Customer agrees to indemnify and hold Firm harmless against all claims, liabilities, demands, damages, or expenses (including attorneys’ fees and expenses) arising out of or in connection with Client’s use of Firm’s delivered project.
i) Cancellation of Services
Immediately upon entering into this Agreement and making the initial payment to commence services, Client is afforded a 24-hour grace period to cancel or modify the Agreement. This grace period ends 24 hours after Client receipt of Firm’s “commencement of service” email. For any period thereafter, Firm will refund 50% of any fees already paid, less the total project hours already worked by Firm (e.g. a $1000 service fee will be refunded $250 after 5 hours of work billed at Firm standard price of $50/hr). At completion or cancellation of services, Firm agrees to furnish billable hours breakdown to Client if requested.
Firm will not store or share personally identifiable information (“PII”) with any third party except those agreed upon by both parties and for the express purpose of rendering service to and conducting transactions with Client. This includes using Client payment information to purchase and manage requested product and service add-ons (e.g. premium themes, plugins, etc.), collecting Client payment for services via secure payment gateways (e.g. Paypal, Stripe). In this age of big data, we take your privacy seriously and do everything we can to protect yours as we do our own.
k) Governing Law
This agreement shall be governed by and construed in all respects in accordance with Maryland laws.
l) Binding Effect
The covenants and conditions contained in this Agreement shall apply to and bind the parties and its heirs, legal representatives, successors and permitted assigns.
The failure of Firm to enforce any part of this notes shall not be deemed a waiver or limitation of the Firm’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. Furthermore, no waiver by Firm of any default shall operate as a waiver of any other default or the same default on a future occasion.
If any part or parts of this Note shall be held unenforceable for any reason, the remainder of this Note shall continue in full force and effect. If any provision of this Note is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Any notice required or otherwise given pursuant to this Note shall be in writing and sent via email, or mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery services, to the parties’ respective mailing addresses.
II. Project Specifications & Pricing
a) Milestones/ Timelines/ Timeframes/ Project schedule
Project will commence on the next business day immediately following Firm’s receipt of Client’s initial payment and signed agreement to service terms. Project completion timeline will be mutually determined by both parties.
Firm and Client will schedule a total of four virtual touchpoints at a mutually agreeable time via phone or video conference, not to exceed one hour at a time, unless otherwise stated. During touchpoints, Firm and Client will discuss project progress , adherence to projected completion time, and congruence of Client vision/expectations. Client has the right, at any time, to add to or modify Firm’s deliverables, adhering to Firm’s pre-set pricing guidelines (i.e. adding additional services incurs additional cost, per Firm service menu pricing). In cases where Firm has not communicated pre-set pricing guidelines for said additions/modifications, Firm will present pricing for Client approval. For terms of complete service cancellation, please refer to Section I(j).
b) Support + Maintenance agreement
If elected, Firm agrees to provide monthly support, management, and execution of Client-elected services per Firm service menu pricing. The details of this schedule will be added as an addendum to this overall agreement, with line-itemized Firm deliverables.
c) Terms of Payment
Per discussed payment arrangement, Client agrees to pay one-half up front for desired service(s). Client then agrees to furnish final payment upon Firm’s completion of project as stipulated herein, 30 calendar days after commencement of project. In addition, a 3.5% merchant’s tax (MT) will be added to each payment transaction.
d) Payment Methods
Client agrees to make payment by selecting desired services on this site. Available payment methods include Paypal, credit and debit cards. 3% tax applies.
e) Project Completion
Project completion will be measured per provisions in Section II.(a) above. Touchpoint #3 will determine all remaining adjustments to selected service that must be made in order to complete project. Upon conference during touchpoint #4, Client agrees that project will be considered complete so long as all requested adjustments from touchpoint #3 have been executed by Firm. Upon receipt of Firm Completion of Services notification, Client agrees to post all outstanding payments within 24 hours.