Development Contract Terms
The Client: Also referred to as ‘You’, the company, business or client, authorized representative of the client, or individual requesting the services of Rotate, LLC. Rotate, LLC.: Also referred to as ‘I’, ‘Our’ and ‘We’, the primary designer/service provider & employees or affiliates.
The Project: Rotate, LLC. will issue you with an estimate and/or proposal either verbally, by post or via email outlining our interpretation of your brief, the scope of works, work method, deliverables and limitations of service. For the purposes of this document, The Project may also be titled ‘Work’, ‘Proposal’, ‘Quote’ or ‘Estimate’.
1. ACCEPTANCE
Acceptance of the estimate/proposal Rotate, LLC. provides you with is deemed acknowledgement and agreement to the following terms and conditions. Fixed Fee components of estimates are firm for thirty days from the date of proposal. Estimates not accepted within that time may be subject to adjustment.
2. PAYMENT
Rotate, LLC. accepts payment via direct bank deposit. Invoices will be sent periodically, relating to work done to that date. The client agrees to settle accounts within 7 (seven) days of receipt of invoice. Accounts outstanding for a period in excess of 14 days may be subject to an additional administration charge of 5% of the balance due. Rotate, LLC. will be under no obligation to proceed to an ensuing stage of the project until all outstanding invoices have been met in full. In the case of design and/or development, Rotate, LLC. reserves the right to withhold the final deliverables or live implementation of The Project until outstanding payments have been settled.
3. CONFIDENTIALITY
Rotate, LLC. may ask you for passwords and details in order to fulfill the requirements of the Project. Rotate, LLC. undertake not to misuse any confidential information that may be made available to us. The client agrees not to disclose the fees charged by Rotate, LLC. or any confidential information we provide to you. The Client is responsible for keeping confidential, any passwords and usernames issued to them by Rotate, LLC.
4. EXCLUSIVITY
Rotate, LLC. do not work on an exclusive basis unless this has been specifically negotiated.
5. DEPOSIT
A 50% deposit of the total fee payable under our proposal for The Project is due before work will commence. At the discretion of Rotate, LLC., The remaining amount will be due in accordance with the project stages outlined in your proposal. We reserve the right not to commence any work, or further project stage, until the deposit has been paid in full, or fees payable for previous work have been paid in full.
6. MODIFICATIONS & ADDITIONAL/OPTIONAL/RECOMMENDED SERVICES
Any modification or alteration which increases the time to complete a design (beyond the proposed and stated deliverables) may result in supplementary charges. We will do our best to promptly notify you when moving into additional design time and you will be charged for such additional design time at our quoted hourly rate OR at the fixed fee attributed to that service. If your proposal or estimate contains items marked Additional, Recommended or Optional, you will be charged for these in addition to the total of base deliverables stated.
7. DISBURSEMENTS & OUT OF POCKET EXPENSES
Fees for Rotate, LLC.’s professional services do not include outside purchases such as, but not limited to, web hosting, domain services, themes, add-ons, widgets, plugins, printing, photography, stock imagery, color printouts, illustrations, shipping, handling, or courier service. Expenses are itemized on each invoice. If consultant, training or supervisory services are required in out-of-town locations, we will bill accommodation, meals, and transportation at cost. Reimbursement for mileage is calculated at our then-current rates. These items will not be accrued without your prior knowledge. Known anticipated disbursements will be itemized in The Proposal.
8. TIME
Fees estimated in this proposal are done so for the purpose of budgeting. The costs are generated from experience based on similar projects. Fees are subject to change. Should there be any additions or alterations to the brief, Rotate, LLC. will keep the client informed of both work and fee status during the design and production program. If The Client does not provide expected information or respond to Rotate, LLC. in a reasonable amount of time, the timelines for the project may be affected. Rotate, LLC. will not be liable for any loss or damage resulting from such estimated time periods not being met.
9. CONSULTATION
Where required, milestone meetings/calls/training sessions will be costed into each stage as itemized in The Proposal. Should additional meetings be requested or special presentations required, these will be charged at the hourly rate and reflected on the invoice. You will be notified if a meeting or call is in excess of the anticipated project scope.
10. PROJECT DELAYS AND CLIENT RESPONSIBILITY
Rotate, LLC. will let you know of any required information/copy/imagery/services etc upon The Project proposal being accepted. Any time frames or estimates that we give are reliant upon you providing Rotate, LLC. with accurate and timely information and materials. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a reliable basis in order to expedite the feedback process. You must supply all materials and information required by us to complete the work in accordance with any agreed specifications. Such materials may include but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
11. COMMUNICATION
Once payment has been received and The Project has commenced, you must be available via email or phone, able to answer all questions and complete tasks throughout the design and development process. If you require to discuss details of your drafts by phone, please let us know with anticipation to make the proper arrangements.
12. NATURE OF COPY
The Client agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations, and shall only provide us with true, accurate and correct information and details. You are responsible for all trademark, service mark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare. You promise not to provide to us, or request us to include in a Project, any material that infringes the law or any third party rights. Rotate, LLC. will not be held liable for any legal infringements as a result of artwork being distributed or published under client direction. You indemnify us from all third party claims made against us in connection with materials included on your website (or otherwise connected with your Project) at your request.
13. ARTWORK APPROVAL, ERRORS AND OMISSIONS
Rotate, LLC. will take all reasonable care to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. However, is it considered the client’s responsibility to check all artwork carefully before final sign off on the artwork approval sheet. Rotate, LLC. is not liable for errors or omissions once this sheet is signed. Your signature (or electronic recognition) or that of your authorized representative is required on all illustrations or artwork prior to release for printing or other implementation.
14. WEBSITE DESIGN & DEVELOPMENT
Rotate, LLC. utilizes third-party services and open source technology for web design and development projects. Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors at the time of delivery, Rotate, LLC. cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it, including where such malfunction is caused by changes to third party software (such as updates, upgrades and bug-fixes made by third parties to their software or coding). Rotate, LLC. cannot be held responsible for problems or additional costs arising due to any errors made by third parties (or the client), or failure to maintain a current backup of your own website.
15. RIGHTS OF ACCESS FOR WEBSITE DEVELOPMENT
The client agrees to allow Rotate, LLC. all necessary access to computer systems and other locations, as required, in order to complete a website project, including the necessary read/write permissions, usernames and passwords.
16. WEBSITE HOSTING, DOMAIN REGISTRATION & OTHER THIRD-PARTY SERVICES
Rotate, LLC. does not offer hosting or domain name registration. If you ask for a recommendation, Rotate, LLC. will offer you the names of businesses who provide such services. While all reasonable care will be taken when recommending hosts and service suppliers, Rotate, LLC. will not accept responsibility for any product failure or consequent production losses. This includes, but is not limited to, your site not being online, service interruptions, limitations of these services, security breaches & loss of date. The Client is encouraged to research their hosting solution to ensure the service will suit their individual/business needs.
17. WEBSITE CONTENT APPROVAL
Rotate, LLC. encourages you to review your content and functionality before putting it live. Rotate, LLC. is not liable for errors or omissions once you have approved the site to go live.
18. WEBSITE SUPPORT PERIOD
You will receive email support for 14 days after your site is deployed (put live). Rotate, LLC. encourages you to use this time to carefully, and, in the case of a WordPress site, load your information and process several test entries to become familiar with your new design’s functionality. After 14 days, there will be a charge for support depending on the frequency and complexity of your questions/edits. The support period is limited to the troubleshooting and fixing of items/content/functionality as specified in the initial proposal. Support or additional training requirements will be considered new work and invoiced at the applicable rate.
19. WEBSITE TRAINING
Rotate, LLC. offers Website Training for local businesses as an additional service. Unless outlined in The Project proposal, or specifically requested as part of the process, WordPress and other software training is not included. This service is available at an additional cost.
20. LICENSES OF 3RD PARTY PRODUCTS
Rotate, LLC. offers services which often incorporate the use of 3rd party services, software and products. Rotate, LLC. may install these products on to your site utilizing a developers license. In these cases, if you wish to terminate your engagement with Rotate, LLC. but wish to maintain use of these licensed products or services, Rotate, LLC. will notify you of the licensing terms and give you an option to purchase an independent license for your site to continue using it/them.
21. SEARCH ENGINES
Rotate, LLC. does not guarantee any specific position in search engine results for your website. Where stated in The Project proposal, we can perform basic search engine optimization (SEO) according to current best practice using third-party supplied tools.
22. CROSS BROWSER COMPATIBILITY
Websites created by Rotate, LLC. will be viewable in the latest versions of Microsoft Internet Explorer, Mozilla Firefox, and Safari at the time of deployment. If you opt out of the ‘Cross Browser Testing’ section of the proposal, we cannot guarantee error-free viewing in any specific browser. Compatibility is defined herein as all critical elements of each page being viewable in these browsers. Client is aware that some Internet technologies may require a more recent browser version, operating system, and brand or plug-in. We are not responsible for browser compatibility errors after 14 days from deployment. Unless clearly requested as part of The Project brief, compatibility on phones, tablets and other mobile devices is not guaranteed.
23. PROPERTY & SUPPLIERS PERFORMANCE
Although reasonable care will be taken when recommending manufacturers, services and suppliers, responsibility cannot be accepted for any product failure or consequent production losses. Rotate, LLC. will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed material. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, Rotate, LLC. is not responsible for failure on their part. If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
24. CANCELLATION
Should the project be postponed or cancelled by the client, then the client shall be liable for our fees, costs and expenses up to the time Rotate, LLC. are notified in writing of such cancellation.
25. LIABILITY
To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations (which are not included in these terms and conditions) in relation to the provision of the services or any other goods or services delivered by Rotate, LLC. are expressly excluded, and our entire liability, and the client’s sole remedy, is limited (at our discretion) to: (a) with respect to the supply of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; (b) with respect to the supply of services: the re-supply of the services; or the payment of the cost of having the services re-supplied. The client agrees that in no event will the liability of Rotate, LLC. exceed the fees actually paid by the client to Rotate, LLC.. Further, Rotate, LLC. will not be liable in any way for any consequential damage which may be caused as a result of any alleged negligence or breach by us of these terms and conditions.
26. PROJECT OWNERSHIP
a. Design (visual components of the site):
b. Unless specifically agreed in writing, Rotate, LLC. owns the copyright to any bespoke visual design work created for The Project. Any third party photography, stock imagery and copyright materials will remain the property of the respective third party and, where appropriate, will be used under the license agreement to which they are distributed. Rotate, LLC. agrees to provide access to the terms of the license relating to such third party copyright, if requested by the client. Software:
c. The Project will be developed using a combination of third-party software solutions (this includes but is not limited to: WordPress CMS, Themes & Plugins, Fonts, Integrations, Widgets). Those solutions will be configured for use in the The Project, however, all software and code owned by third parties will be used within the license agreement of its respective owner. To that effect, neither Rotate, LLC. nor The Client own such third party software or code, and the client (and Rotate, LLC.) may only use such software or code within the rules of the license agreement. Rotate, LLC. agrees to provide access to the terms of the license relating to such third party software and code, if requested by the client. The Website Build and Final Files: Upon final project payment, Rotate, LLC. agrees to provide all files and information relating to the Project in a manner that allows, at the time of deployment, The Client to transfer the WordPress Website build to any host they chose, provided that such host offers access to an appropriate WordPress server setup (as this is required to run the software that powers the website).
27. PORTFOLIO USE
After the completion of The Project, we might include the design we created for you in our Portfolio and do a mini-feature on our site. This feature is for design purposes only and if you decide you don’t want to be included please let us know before the finalization of your project. You may also be asked to fill in a questionnaire with the option to include a testimonial paragraph for the Rotate, LLC. website. You are under no obligation to do so but your feedback is always appreciated.