Payment Terms & Conditions
Terms & Conditions
To get started a 20% retainer will be required. Once that initial retainer has been exhausted another 20% retainer fee will be required in-order to continue work. This process will continue until 100% of the project is completed. If at any point there is a significant change required (new functionality not contained or plainly understood from this document), Francis Ventures will notify client and propose new project cost and time estimates for those features/functionality.
Due to the cost range of this project, we request payments to be issued in the form of a check.
The project will start upon receipt of the first retainer. Francis Ventures will give a notice of 15 days before retainer has been exhausted so that project development is not delayed. For this reason, Francis Ventures is asking for NET 30 so that the project won’t be delayed.
1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for project development and apply to all contracts and all work undertaken by Francis Ventures for its clients.
2. OUR FEES AND DEPOSITS
A 20% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 80% shall be divided into four 20% deposits as each is exhausted when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. 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.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
4. VARIATIONS
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of $60.00 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. 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 daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed.
7. REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
8. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
9. LICENSING
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
10. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform search engine optimization according to current best practice.
11. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
12. SUBCONTRACTING
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
13. NON-DISCLOSURE
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
14. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
15. BACKUPS
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
16. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Pennsylvania. You and Francis Ventures submit to the non-exclusive jurisdiction of the courts in and of Pennsylvania in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
17. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems we seek to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
18. LATE PAYMENT
Late Fee: A monthly service fee of 25 percent, or the maximum allowed by law, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: Francis Ventures may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
19. CLIENT RESPONSIBILITIES
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Francis Ventures, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; Make decisions regarding other parties.
20. ACCREDITATION AND PROMOTION
Accreditation: Francis Ventures shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Francis Ventures in the Deliverables on each page of the Final Deliverables.
Promotion: Francis Ventures retains the right to reproduce, publish and display the Deliverables in Francis Ventures’s portfolios and websites, 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.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
21. LIMITATION OF LIABILITY
THE SERVICES AND THE WORK PRODUCT OF FRANCIS VENTURES ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF FRANCIS VENTURES, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“FRANCIS VENTURES 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 Francis Ventures. IN NO EVENT SHALL Francis Ventures 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 FRANCIS VENTURES, EVEN IF FRANCIS VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
22. TERM AND TERMINATION
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.
Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 60 days prior written notice to the other party. If Client terminates the Agreement under this section, Francis Ventures shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees: In the event of termination, Client shall pay Francis Ventures for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If Client terminates and on full payment of compensation, Francis Ventures grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
23. RIGHTS TO FINAL ART
License: Francis Ventures grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Francis Ventures shall be entitled to further compensation equal to 1% percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Francis Ventures shall be entitled to pursue all remedies under law and equity.
24. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
Client Content: Client Content is the exclusive property of the Client. Client grants Francis Ventures a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Francis Ventures’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Preliminary Works: Francis Ventures retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Francis Ventures within thirty (30) days of completion of the Services.
Francis Ventures Tools: All Francis Ventures Tools are and shall remain the exclusive property of Francis Ventures. Francis Ventures grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Francis Ventures Tools solely to the extent necessary with the Final Deliverables for the Project.
25, SUPPORT SERVICES
Warranty Period: During the first 3 months following expiration of this Agreement, Francis Ventures shall provide up to 5 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Francis Ventures’ standard rate.
Maintenance Period: After the Warranty Period expires and at Client’s option, Francis Ventures will provide Support Services for the following 2 months for a monthly fee of Francis Ventures’s hourly fees of $60.00 per hour.
No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
26. ENHANCEMENTS
During the Maintenance Period, Client may request that Francis Ventures develop enhancements to the Deliverables. Francis Ventures shall exercise commercially reasonable efforts to prioritize Francis Ventures’ resources to create such enhancements. Client understands Francis Ventures may have preexisting obligations that may delay requested enhancements. Francis Ventures shall provide any enhancements shall be provided on a time and materials basis at at Francis Ventures standard rate.
Alterations: Alteration of any Deliverable is prohibited without the express permission of Francis Ventures. Francis Ventures will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
27. DISPUTE RESOLUTION
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Pennsylvania. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
28. GENERAL
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. 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.
Notices: All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law: This Agreement shall be governed by the law of Pennsylvania.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.