1. Agreement Overview
This Agreement constitutes a legally binding contract between Fluid22 and You as the client. By signing the proposal and submitting the required deposit, You agree to the terms and conditions outlined in this Agreement.
2. Scope of Services
Fluid22 shall design and develop a website for You as per the specifications and requirements discussed in the previous correspondence. The total cost of the project shall be as outlined in the proposal provided to You.
3. Responsibilities of You
3.1.1. Authority to Enter into Agreement: You warrant that You have the authority to enter into this Agreement on behalf of Yourself, Your company, or Your organization.
3.1.2. Provision of Assets and Information: You agree to provide Fluid22 with the necessary assets and information required to complete the project, as per Fluid22’s requests and in the specified formats.
3.1.3. Timely Feedback and Approval: You will review Fluid22’s work, provide feedback, and grant approval in a timely manner. Deadlines will be mutually agreed upon, and You will adhere to them.
3.1.4. Payment Agreement: You agree to follow the payment agreements set out at the end of this Agreement.
4. Design
4.1. Iterative Design Process: Fluid22 will create look-and-feel designs and flexible layouts that adapt to various devices and screen sizes. Designs are created iteratively, and Fluid22 may use visuals to indicate a creative direction.
4.2. Feedback and Cancellation: You may provide feedback during the design process, and You have the right to cancel the project, subject to payment for work completed up to the cancellation point, usually covered by surrendering the initial deposit.
5. Text Content
5.1. Copywriting Services: Fluid22 offers copywriting services, but guidance must be provided by You. Fluid22 may rewrite existing content if included in the project scope, and adjustments can be made based on Your feedback.
6. Graphics and Photographs
6.1. Required Formats: You must provide graphic files in an editable, vector digital format and photographs in a high-resolution digital format. If unable to provide in this format, Fluid22 may offer access to its stock library.
7. HTML, CSS, and JavaScript
7.1. Delivered Content: Fluid22 will deliver HTML markup, CSS stylesheets, and unobtrusive JavaScript based on the chosen content management system.
8. Browser, Mobile, and Responsive Design Testing
8.1. Browser Testing: Fluid22 will test its work in current versions of major desktop browsers, including Safari, Chrome, Edge, and Firefox. Enhanced design for older browsers may be estimated separately.
8.2. Mobile Browser Testing: Testing will be conducted on iOS (Safari) and Android (Google Chrome). Testing for other mobile browsers may be estimated separately.
8.3. Responsive Design Testing: Fluid22 will test Your site on various common screen sizes to ensure compatibility with most devices.
9. eCommerce Responsibilities
9.1. Product Entry: Unless explicitly stated in the proposal, Fluid22 does not handle the organization, pricing, or entry of any product details for an eCommerce website. The responsibility for managing the eCommerce products lies solely with You, the Client.
9.2. Fluid22 Liability: Fluid22 is not responsible for the accuracy, completeness, or any other aspect of the product information provided by You. Any issues or liabilities arising from the eCommerce product details are the responsibility of the Client.
10. Technical Support
10.1. Training and Support: Fluid22 will provide top-level training videos for using basic tools within Your site. Additional technical support services may be provided at Fluid22’s current Professional Rates.
11. Search Engine Optimization (SEO)
11.1. No Guarantee of Ranking: Fluid22 does not guarantee improvements to Your website’s search engine ranking but ensures that its work is accessible to search engines.
12. Changes and Revisions
12.1. Flexibility: You have the freedom to make changes during the project, subject to additional estimates for extra work.
13. Legal Liability
13.1. Error Disclaimer: While Fluid22 aims to deliver high-quality work, it cannot guarantee error-free results and is not liable for any damages, including lost profits or savings.
13.2. Limitation of Liability: Fluid22’s liability is limited to the amount of fees payable under this Agreement.
14. Intellectual Property Rights
14.1. Ownership and Permissions: You guarantee that the elements provided by You are either owned by You or used with proper permissions. Fluid22 will assign intellectual property rights to You for the work it delivers.
14.2. Ownership of Completed Work: Upon receipt of complete payment for all project fees, all ownership rights, title, and interest in the completed website, including but not limited to its design, content, and functionality, shall be transferred to and vest in the Client. Following such payment, Fluid22 relinquishes all claims, rights, and interests in the website and its associated components. In the event of non-payment or partial payment of project fees, Fluid22 retains the exclusive right to revoke any and all licenses pertaining to website plugins, design elements, and source code, and furthermore reserves the right to prevent or terminate the publication and deployment of all work products associated with the project.
15. Displaying Our Work
15.1. Portfolio Display: Fluid22 reserves the right to showcase its creative work, including sketches and completed projects, on its portfolio and articles, unless agreed otherwise.
16. Feedback Obligation
16.1. Feedback Obligation: Upon the completion and delivery of project deliverables by Fluid22, You are obligated to provide feedback within 30 days of receipt. Feedback shall be constructive, specific, and aimed at addressing any necessary revisions or improvements to the deliverables.
16.2. Hold Status and Final Payment: In the event that You fail to provide feedback within the stipulated 30-day period, Fluid22 reserves the right to charge the final payment for the project and place it into a temporary hold status. During this hold status, Fluid22 shall await Your feedback to proceed with any final revisions or project closure.
16.3. Extended Inactivity: If, after the initial 30-day feedback period has lapsed, You continue to exhibit inactivity and do not provide feedback within a total of 90 days from the delivery of the project, Fluid22 reserves the right to transfer all project files, including but not limited to source files, design assets, and documentation, to its collection agency for holding. Additionally, the outstanding balance owed for the project shall be transferred to a licensed collection agency.
16.7. Right to Terminate Services: Failure to adhere to this Feedback Policy may result in the termination of Fluid22’s services and the termination of any related agreements between You and Fluid22.
16.8. Communication and Extensions: Should You anticipate difficulty in meeting the 30-day feedback deadline, You are encouraged to communicate with Fluid22 promptly. Fluid22 may, at its sole discretion, grant extensions for valid reasons.
17. Payment Agreements
17.1. Deposit and Payment Schedule: A non-refundable deposit is required to initiate work. The remaining payment shall be made as per the payment schedule specified in the proposal.
17.2. Final Payment: The final payment becomes due within 30 days of project completion or upon Your request to move the site live. Fluid22 reserves the right to charge final payment upon the credit card added on file once the client has requested to have the site moved live.
17.3. Deposits for Initiating Projects: Clients who submit a deposit and sign the initial proposed agreement are agreeing to complete the project. If the client fails to initiate the project within 6 calendar months of signing the agreement, the deposit becomes non-refundable. The client can, however, choose to pick the project back up at any time or have the deposit applied as credit to their account for future work.
17.4. Late Payment Penalties: In the event of late payment, Fluid22 reserves the right to assess a late payment fee equivalent to 5% of the outstanding balance for each month or portion thereof that payment remains past due. Such late fees shall accrue monthly until the full balance, including all accumulated late fees, is paid in full.
18. Post Live Maintenance & Site Management
18.1. Client Responsibility: After the website has been moved to live status, the client assumes full responsibility for maintaining and managing the site. This includes, but is not limited to:
- Keeping all software, plugins, and themes up to date
- Ensuring content remains current and accurate
- Managing user accounts and permissions
- Regularly backing up the website and its data
18.2. Fluid22’s Role: Fluid22’s primary responsibility concludes once the site is live and handed over to the client. Fluid22 is not responsible for:
- Ongoing maintenance of the website
- Updates to software, plugins, or themes
- Fixing issues that arise due to client mismanagement or neglect
- Ensuring the continued functionality of the site after it has been moved live
18.3. Site Functionality: While Fluid22 strives to deliver a fully functional website at the time of handover, we cannot guarantee that the site will remain functional indefinitely. The ongoing functionality of the site depends on proper use, management, and maintenance by the client.
18.4. Additional Services: Should the client require assistance with post-live maintenance or site management, these services can be arranged separately and will be subject to additional fees. Please contact Fluid22 for more information on our maintenance packages.
18.5. Disclaimer: Fluid22 is not liable for any losses, damages, or disruptions to business that may occur due to issues with the website after it has been moved live and is being managed by the client.
19. Refunds
19.1. No Refunds After Going Live: Once the site is moved live at Your request, no refunds will be offered.
19.2. Cancellation Before Going Live: If You cancel the project before going live, Fluid22 may withhold up to 100% of the paid deposit amount for completed work.
20. General Provisions
20.1. Non-transferable Agreement: This Agreement cannot be transferred to anyone else without mutual consent.
20.2. Compliance with Laws: Both parties agree to adhere to all relevant laws and regulations related to the Agreement.
20.3. Validity of Provisions: If any provision of this Agreement is deemed unenforceable, it shall not affect the validity of the remaining provisions.
21. Governing Law
21.1. Exclusive Jurisdiction: This Agreement is governed by the laws of the United States and is subject to the exclusive jurisdiction of its courts.
22. Amendments
22.1. Changes to Terms: These terms are subject to change without notice.