WEB DESIGN CONTRACT POLICY
I. Times of Payment General
Payment is due to ADS at each due date upon the client’s acceptance of the deliverables. All invoices are payable within 5 business days. A 15% of the order total monthly late fee will be charged on each overdue balance(s) or milestone(s) 5 business days after the due date. Following 30 days of non payment the studio will take legal action to recover lost payment(s) under the client’s total expense (section II). The grant of any license or right of copyrights is conditioned upon receipt of full payment. Any advances or partial payments shall be indicated on the form(s).
II. Default in Payment
Payment will be due once final acceptance on behalf of the client. It is the sole responsibility of the client - individual or corporation- to make appropriate payment in timely matter for the services provided by ADS. In the event of non payment 30 days past the due date for any services, milestones and fees delivered to the client legal procedures will be filed and the client will be responsible for the total expenses incurred on the behalf of both ADS and the client to recover unpaid balances which would include lawyer fees, court fees, lost salary of the ADS representative(s) during payment recovery procedure, court appearances, travel expenses, late fees or charges. Furthermore, it will be the client’s total responsibility to pay all legal expenses incurred by the studio in trying to recover the unpaid monies. ADS reserves the right after the 10 days of non payment past the due date, to cease the service provided temporarily or removal of media provided, until appropriate service payment has been received and processed. Customer will be responsible for any fees that may result from re-launching, reposting or resuming service after services have been temporarily suspended due to none payment. Any errors or changes needed in the deliverables after acceptance are not grounds for non-payment or payment withholding by the client under any circumstances, no further changes will be made and late fees will incur after 5 business days of nonpayment and after 30 days can result in legal action to be taken by ADS.
III. Changes General
The client shall be responsible for making additional payment for changes in the original assignment requested by the client. Additional payment shall also be made for changes in original assignment description that where not overseen by neither the client nor ADS.
IV. Testing and Acceptance Procedures
ADS will make every effort to test all deliverables thoroughly and make all necessary corrections prior to handling over the deliverables to the client. Upon receipt of the deliverables, the client shall either accept the deliverables or provide the studio with written notice of any corrections to be made and a suggested date for completion, which shall be mutually acceptable by both the client and the studio. If the client is content with the deliverables the appropriate form shall be signed to confirm the acceptance of such. The client understand that he/she has 7 days upon acceptance of the final project to note any major discrepancies (section V) in order for the studio to correct or edit the deliverables at no extra cost. The Aztlan design studio shall designate any member of its staff and the client shall designate __________________________________ as the only designated individual(s) who will send, accept, receive and make all communications between the studio and the client. Neither party shall have any obligation to consider for approval or respond to materials submitted, other than through the designated persons listed above. Each party has the right to change its designated individual(s) upon a 3 day notice to the other party. The client agrees to check the deliverables thoroughly and assumes total responsibility for spelling and grammatical errors.
V. Warranty and Maintenance
ADS will provide reasonable redesigning and redevelopment on any discrepancies either minor or major that were not overseen by neither client nor ADS relating directly to the project for a time span of 7 calendar days after clients acceptance and confirmation of final deliverables, with limitations only to the related assignment and are not ground for nonpayment or payment withholding. The studio agrees to provide the client with reasonable technical support and assistance to maintain and update the website (only websites from the ADS web packages) on the internet during the warranty period of 6 months at no cost to the client, such assistance shall commence 7 calendar days after the acceptance of the final deliverables and be limited to the specifications of maintenance plan A thus not exceeding
Half an hour per month during the warranty period of 6 months, maintainance time can be rolled over every month to the next month if not used but can only be used within the 6 months of service and will be voided after the 6 months unless another maintenance package has been purchased. If upon agreement of an additional maintenance package ADS agrees to provide the client with reasonable technical support and assistance to maintain and update the website on the internet for an annual fee and time span conformed to the appropriate specifications and be noted on the order form. Additional maintenance plans shall be paid 15 days prior to the commencement date of each month and if after the 1st of every month payment has not been received no maintenance or assistance to the client will be provided until payment is up to date, lost time will not be refunded or replaced for which the client had not made appropriate payment. Such reasonable maintenance shall include correcting any errors or any failure of the website to conform to the specifications, addition or removal of any information. Maintenance plans shall not include the development of the website in conjunction or in relationship or partnership with any other design firm or developer team or individual and shall not allow the development or creation of a new project under maintenance time and service.
VI. Cancellation of Services
Any payment made for the deliverables will not be refunded if services are cancelled or withdrawn on the customer’s behalf for whatever reason before the final project completion. If the studio decides to cancel a service for unreasonable matter the studio agrees to refund appropriate monies which would vary on individual situations. The client understands that ADS can terminate a project or completion of the deliverables under any circumstance and will refund the client accordingly but assumes no responsibility for loss of time, loss of income or any pertinent loss to the client and parties therefore affected from the cancellation hence will not hold the studio liable (section X) in any way or in any matter if the studio would decide to terminate the completion of the deliverables under any circumstance.
Under this studio policy and contract if the client wishes to modify the website, ADS shall be given first option to provide a bid to perform such enhancements.
VIII. Confidential information
ADS acknowledges and agrees that the source materials and technical marketing plans or other sensitive business information, as specified by the client, including all materials containing said information, that are supplied by the client to ADS shall not be disclosed unless needed to fulfill requirements to complete the project(s) and or allowed by the client. Information shall not be considered confidential if it is already publicly known hence all information that is entrusted to the studio and is not publicly already known shall remain secure and confidential.
IX. Copyright and Ownership
Client agrees that ADS reserves and retains all rights to copyright in the subject material. ADS retains ownership of all original artwork in any media, including digital files, whether preliminary or final. The client waives the right to challenge the validity of ADS’s ownership of the art and deliverables under this agreement even after a change in laws; client will return all artwork within 30 days of use. Client must copy-protect all final artwork that is the subject of this agreement against duplication or alteration. ADS reserves the right to mark any media produced for the client in anyway, whether it is logo, web address, corporate name and watermark without limitations.
X. Limitation of Liability
Client agrees to not hold ADS and its employees, agents or any staff directly or indirectly responsible liable for any incidental or consequential damages that arise from ADS’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 omission of ADS or a third party, ADS also disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
XI. Unauthorized Use and Program licenses
Client will indemnify ADS against all claims and expenses arising from any uses for which the client does not have the right to or authority to use or that is illegal or unauthorized by law or by ADS policy and contracts. The client will be responsible for payment for any special licensing or royalty fees resulting for the use of graphic programs that require such payments. Any unauthorized tempering with legal ADS documents are ground for service termination without refunds and legal action will be taken.