Plain Language Summary
All sales are final. NO REFUNDS.
We do our best to work quickly and for the lowest price possible. The less uncertainty we have in our business, the less we have to charge our clients. In addition, this allows us to move forward with projects faster by, say, reserving your domain, as soon as we can. Doing that costs us money, and our "no refund policy" gives us the confidence that we won't lose money and time on a job.
We work hourly, so make the most of it.
One way we keep your cost low is by keeping costs predictable. Creative projects like web design can be very hard to predict, so our competitors generally build this into their estimates or conduct lengthy proposals before getting started. But that takes a lot of time and effort on your part - and inflates the price. Since every client's needs are different, we charge by the hour. This accomodates the busy "do it all for me" kind of client as well as the one who knows exactly what he wants and how he wants it.
IP - You've got rights: Your content is licensed to use and modify, but not for resale.
You can use the work we provide in most any way you need to, including for your business. However, because we use licensed work to make your website (plugins, software, artwork, etc.), there are limitations. A good website includes hundreds of these things, all with different creators who have different expectations for how you use their work. We read all their conditions so you won't have to. In short; use, don't resell, and you'll be golden.
Terms and Conditions
This Agreement for services is between Dwilson Enterprises, LLC, aka, TeamDwilson.com ("Consultant"), and [CLIENT NAME] (Client). For the performance of the services described in the attached "Service Descriptions", the parties therefore agree as follows:
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Terms and Conditions document, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4 Deliverables means the services and work product specified in the Service Descriptions to be delivered by Consultant to Client, in the form and media specified in the Service Descriptions.
1.5 Consultant Tools means all design tools developed and/or utilized by Consultant in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6 Final Art means all creative content developed or created by Consultant, or commissioned by Consultant, exclusively for the Project
and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Consultant’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Final Deliverables means the final versions of Deliverables provided by Consultant and accepted by Client.
1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Consultant and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Service Descriptions.
1.10 Services means all services and the work product to be provided to Client by Consultant as described and otherwise further defined in
the Service Descriptions.
1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
2. FEES AND CHARGES
2.1 Taxes. Client shall pay all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the initial payment.
2.2 Invoices and Fees. All fees are paid up front and before work can begin. All services are NON REFUNDABLE. Any additional costs must be approved and paid for by the client before performance can begin. This policy prevents accounting complications.
3.1 Timing. Consultant will prioritize performance of the Services as may be necessary or as identified in the Service Descriptions, and will undertake commercially reasonable efforts to perform the Services in a timely manner. Client agrees to review Deliverables and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Consultant. The Consultant shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Consultant’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Service Descriptions and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Consultant’s obligations under this Agreement.
3.2 Testing and Acceptance. Consultant will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Consultant, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Service Descriptions, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Consultant will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
4. INTELLECTUAL PROPERTY PROVISIONS
4.1 RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
4.1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Consultant’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
4.1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners.
4.1.3 Preliminary Works. Consultant retains all rights in and to all Preliminary Works.
4.1.4 Original Artwork. Consultant retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork.
4.1.5 Consultant Tools. All Consultant Tools are and shall remain the exclusive property of Consultant. Consultant hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Consultant Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Consultant Tools comprising any software or technology of Consultant.
4.2 RIGHTS TO FINAL ART
4.2.1 Exclusive license, with modification rights:
For print AND/OR online/interactive AND/OR three-dimensional media: Consultant hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the Final Art solely in connection with the Project and in accordance with the terms and conditions of this Agreement. This license is not for resale, but only for use by the Client.
5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Consultant; and
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Consultant’s name in the form, size and location as incorporated by Consultant in the Deliverables, or as otherwise directed by Consultant. Consultant retains the right to reproduce, publish and display the Deliverables in Consultant’s portfolios and websites, and 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.
7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Service Descriptions except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. Consultant is an independent contractor, not an employee of Client or any company affiliated with Client. Consultant shall provide the Services under the general direction of Client, but Consultant shall determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Consultant and the work product or Deliverables prepared by Consultant shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2 Consultant Agents. Consultant shall be permitted to engage and/or use third party Consultants or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Consultant shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
8.3 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Consultant, and Consultant shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Consultant.
9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Consultant that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 By Consultant
(a) Consultant hereby represents, warrants and covenants to Client that Consultant will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Consultant further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Consultant and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Consultant, Consultant shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Consultant to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Consultant’s knowledge, the Final Art provided by Consultant and Consultant’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Service Descriptions or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Consultant shall be void.
(c) Except for the express representations and warranties stated in this agreement, Consultant makes no warranties whatsoever, Consultant explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
9.3 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Consultant represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Service Descriptions in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Consultant, or the interaction of Final Deliverables with third party applications. The parties acknowledge that Client’s sole remedy and Consultant’s sole liability for a breach of this Section is the obligation of Consultant to correct any Deficiency identified. In the event that a Deficiency is caused by Third Party Materials provided or specified by Consultant, Consultants sole obligation shall be to substitute alternative Third Party Materials.
9.4 Consultant Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Consultant represents and warrants that, to the best of Consultant’s knowledge, the Consultant Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
9.5 Compliance with Laws. Consultant shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations such as the Americans with Disabilities Act (“ADA”). However, Consultant is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. The compliance of the Final Deliverables with any such rule, codes or regulations shall be the responsibility of Client. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.
10.1 By Client. Client agrees to indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses 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. Under such circumstances Consultant shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Consultant provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Consultant in providing such assistance.
10.2 By Consultant. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Consultant agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Consultant in writing of the claim;
(b) Consultant shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Consultant with the assistance, information and authority necessary to perform Consultant’s obligations under this section. Notwithstanding the foregoing, Consultant shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Consultant.
10.3 Limitation of Liability. The services and the work product of Consultant are sold "as is." In all circumstances, the maximum liability of Consultant, its directors, officers, employees, design agents and affiliates ("Consultant 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 the net profit of Consultant. In no event shall Consultant 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 Consultant, even if Consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered or the contract term has expired, depending on the nature of the service.
11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
11.3 Upon expiration or termination of this Agreement, other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
12.1 Modification/Waiver. This Agreement may be modified by the mutualy agreement of the parties, but must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force Majeure. Consultant shall not be deemed in breach of this Agreement if Consultant is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Consultant’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Consultant shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Texas without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Texas. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Consultant will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Consultant shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Service Descriptions and any other Agreement documents, the terms of the Service Descriptions shall control.
Premium Website Package (Business, Wedding, and Memorial)
The two main components of this package are:
1. Ten FULL Hours of web development.
That means a bona-fide nerd from the USA will be working with you one-on-one to create a website that truly meets your vision.
Most website options cost us nothing, so they cost you nothing. That includes custom email addresses, RSVP forms, and countdown timers.
Every part of building your website is rolled into this ten hours. As we work on your website, we will subtract the time we spend. Every bit of this is tracked and documented, so you know exactly what we've been doing. It takes us less than two hours to do all the back-end tech stuff - like making your domain, installing WordPress, copying plugins, setting up passwords, etc. So most of our clients spend the rest of that time tinkering with the design to get that "just right" look.
Running short on time? Not to worry. We send you an email to notify you when you are running low.
Need more than ten hours? Our clients enjoy a discounted rate for our hourly services, so for just $99/hr. we can continue to work on your masterpeice for as long as you like.
2. One FULL Year of Domain Registration and Website Hosting
This one gets a little nerdy. You see, in order to get a cool website like johnandcindy.com, you need to:
- Buy "JohnandCindy.com" (Paid Yearly)
- Host "JohnandCindy.com" (Paid Monthy)
We take care of all this for you. We register your domain and host your website for one full year so that you don't have to deal with it. You just sit back and relax while we take care of all that paperwork.
Want your website up for longer than a year? We can do that too, for a small extra fee of $200/per year.
When your project is finished, you'll be given a login to change anything you want about your website. You'll also be given a full backup of your website so it will always be with you.