Below are Werle Creative, LLC's (throughout this document will be referred to as WC) standard terms and conditions. It is vital that you (The Client) please take time to read through thoroughly and ensure you fully understand these terms and conditions and their implications before you commence any project with WC. Please also note that from time to time WC may need to alter these terms and conditions without notice. Please contact us if you do not understand any of the terms and conditions in this document.
COMMENCEMENT OF WORK
Agreement to work with, submission of materials and payment of a deposit (if applicable) to WC constitutes agreement to these terms and conditions.
A 50% non-refundable deposit and written approval (an email is preferred) are required to commence work. All deposit invoices are due upon receipt and must be paid before any work begins. Additional project invoices are due 10 days from invoice date unless agreed to in a written agreement by all parties involved.
Our default payment schedule concludes with the submission of deliverables and a final payment of the balance due. If the project has a budget of $7,500+, the payment schedule will be 50% non-refundable deposit, 25% due at the beginning of the refinement phase, and 25% due upon submission of deliverables. This schedule can be amended if agreed upon by both parties in a written agreement.
A defaulted payment will incur a 2% monthly service charge until the account is paid in full. All available legal remedies will be pursued after an account is 90 days overdue, unless otherwise specified in a writing signed by all parties. The client will also assume responsibility for all legal fees incurred through a defaulted payment.
WC shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of WC. Including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
The project estimate will outline what services we are providing and all costs are minimum estimates. Final costs will be rendered on the project invoice after client approval and release of mechanical files or a live website. For projects lasting more than 3 months, incremental invoices will be provided for all work to date. If work undertaken exceeds the items specified in the quote, “The Client” agrees to pay appropriate fees for the excess work, outside the scope of the original agreement. “The Client” will be notified of increases in the scope of the project, a new statement of work will be issued and written approval must be obtained from “The Client” before new work commences.
COPYRIGHTS & TRADEMARKS
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Where WC is supplied with Customer Materials or is requested to use specific material by the Customer when undertaking the Services:
(a) WC will not be liable for any delay in or inability to perform the Services or for any additional costs incurred in the performance of the Services or for any defect or error in the Services or Deliverables or errors in or additional costs associated with their delivery to the extent that such delay, inability, costs, defect or error were caused by defects in or unsuitability of the Customer Materials or specified materials, or the Customer’s failure to supply the Customer Materials to WC in the manner (including regarding format and method of delivery) directed by WC, if being noted and agreed that WC may not be able to identify defects in the Customer Materials or specified materials, or the unsuitable nature of the Customer Materials or specified materials until production has commenced, and where additional costs are incurred by WC such costs shall be recoverable from the Customer;
(b) WC may reject any of the Customer Materials or specified materials which in its opinion are unsuitable;
(c) WC may, if the Customer Materials or specified materials are found to be unsuitable during production or have been supplied to WC otherwise than in the manner (including regarding format and method of delivery) directed by WC, charge the additional production costs incurred by WC to the Customer after notifying, where possible, the Customer in writing of the unsuitability of the Customer Materials or specified materials; and
(d) WC accepts no responsibility for imperfect work caused by defects in or unsuitability of the Customer Materials or specified materials.
All expenses incurred by WC while working on this project shall be reimbursed by the client, including any sales tax. Any expense exceeding $1000 will require a 50% advancement of payment. All expenses and advancements will be shown on the final invoice.
In the event that a project is canceled, the client will reimburse WC for any outstanding project expenses incurred up to the date of cancelation. Project deposits are non-refundable. Any payment in addition to a deposit will be considered for a refund at the discretion of WC and the timing of the project cancelation.
Any modifications to the approved project schedule of work will be given in a written form, except that the invoice may include, and the client will pay for, any oral direction that was given to keep the project moving in a timely fashion.
APPROVAL OF FINAL ARTWORK
While WC takes all care to avoid errors, WC accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is “The Client’s” responsibility to proofread and approve all final copy before the production of work. The email verification of the Client’s representative shall be conclusive as to the approval of all deliverables prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved deliverable has gone to print due oversights by “The Client’s” proofreading.
OWNERSHIP OF ORIGINAL ARTWORK
WC will retain the ownership rights to all original artwork (illustrations paintings, photography, etc.), unless otherwise agreed to. The Client will retain ownership of the final layout upon receipt of full payment. WC will retain the right to use the clients website, printed materials or completed project as for their portfolio purposes only.
PRINTING AND/OR MECH FILES FOR PRINTING
Projects that are printed will receive a final proof & approval by the client. Client approval will serve as the final approval and agreement to move forward with printing. Any issues that occur on press that require a change will effect the printing schedule and will be deemed the sole responsibility of the client. We will make every effort to assist with proofing and ensuring proper files are submitted to the printer for production but the final approval and responsibility are the clients to ensure all content is correct & approved for printing.
We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.
Search Engine Optimization (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks.
RIGHTS AND RELEASES
The client will compensate WC for all fees, claims and attorneys fees for unapproved ‘use’ releases and uses that violate the approved usage.
WC does not warrant that the functions contained in these web pages or the Internet website will meet the client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with the client. In no event will WC be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if WC has been advised of the possibility of such damages. If any provision of this agreement shall be 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 any remaining provisions.
LAWS AFFECTING ELECTRONIC COMMERCE
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend WC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
Building a WordPress website requires professional plugins and tools, some of which require purchased licenses. The client will agree to a support care plan that WC will maintain these professional licenses, upgrades and costs for the duration that the client has purchased, participates, and remains in good standing in one of WC’s website support plans.
If a client chooses to stop participating in a website care plan or work with another web design contractor, the client must provide a 30 day written notice. After the 30 days are up, we will remove all licenses and the client is responsible to purchase an identical license for each plugin that their website utilizes in order to maintain the same functionality. This is not limited to plugins and may extend to themes or third party services.
In the case that a unique plugin is required for a specific website feature, the client will purchase that unique plugin and maintain all costs.
WEBSITE SUPPORT PLANS
The client agrees to pay a monthly fee as outlined on our support care plan page and they must agree to our support plan terms and agreements. Monthly fees will be auto-debited via credit card or PayPal. Payment is for the coming month of support. Our typical contract is for a 12 month period, after which, the monthly support plan converts to a month-to-month service agreement.
Support plans for websites hosted elsewhere, will be evaluated through our support plan health check to ensure their website build meets our standards for one of our website support plans. Payment terms are outlined above.
If a client terminates a website care plan, they may still choose to host with WC for a monthly fee that will be determined at the time of termination. Upon termination, WC will not be liable for website security, maintenance, updates or any costs associated with plugin licensing, nor any incidental or consequential damages as a result of a clients website not working or errors as a result of another contractor.
Our support plans do not include hosting costs. Our monthly support fees cover regular maintenance of a website and certain features depending upon which plan you select. If you choose to host with WC, we will discount your hosting fees as long as you are on a monthly website support plan. Hosting fees vary and are dependent upon the resources required for your website requirements.
2. What is a Terms of Service Agreement? A Terms of Service Agreement limits the liability of businesses by stating the rules to using the website.
3. What is a Disclaimer? A Disclaimer is a document that helps limit your responsibilities and liabilities for your website in certain circumstances.
No matter what you decide to do with your website, we encourage every client to have privacy policies to help protect your business online. In most states and countries, legal policies are required.
We are not lawyers and do not offer legal advice. We do, however, believe that having proper policies in place is in the best interest for your business. By agreeing to these Terms & Conditions, you acknowledging that we have provided you with this information.
In our proposals for website projects we offer three options to secure your legal policies. 1. Use our legal partner, Termageddon, to auto-generate your policies and we will implement them for you. 2. You supply your own policies and we implement them for you. 3. You will handle your policies.
General Business Practice
UNIFORM COMMERCIAL CODE
These legal terms comply with article 2 of the Uniform Commercial Code.
WC and their clients agree to work within the provisions of the Code of Fair Practice. A copy of the Code of Fair Practice may be obtained by contacting the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York 10017.
GUARANTEE OF ORIGINALITY
WC states that to the best of our knowledge the work established through this project has never been published, or that the right to use has been granted on an unlimited basis; this guarantee applies to all third party work and its originality, or that the right to use has been granted on an unlimited basis. This guarantee does not extend to any publications by the client that violates the granted rights of use. Clients agree that WC will not be held accountable for any liability caused by the clients use of this supplied product to the extent that such use violates the rights of others.
LIMITATIONS OF LIABILITY
Clients agree that it shall not hold WC or his/her agents or employees liable for any incidental or consequential damages which arise from the Designer ’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or a third party.
Any dispute in the excess of $8000.00 (Maximum limit for small claims court) arising out of this agreement will be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the WC.