The most important items of these terms are included in plain English at enviemedia.com/how-we-work
This Agreement for services is between Envie Media ("Designer"), and You or your organization (Client), for the performance of the services described in
the proposal or estimate ("Proposal") sent to Client. The parties therefore agree as follows:
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, Schedule B,
together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the
preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and
enforceable under U.S. Copyright Law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and
media specified in the Proposal.
1.5 Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation
pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software,
or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and
1.6 Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and
incorporated into and delivered specifically as part of the Final Deliverables, including and by way of example, not limitation, any and all visual
designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content,
and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or
preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form
part of the Final Art.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined
in the Proposal.
1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without
limitation stock photography, website code, components or functionality, or illustration.
1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate
the origin or source of the goods or services of Client.
The terms of the Proposal shall be effective for 15 days after presentation to Client. In the event this Agreement is not executed by Client within the
time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according
to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to
the payment schedule.
3.2 Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket
expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models,
presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of 15%, and, if applicable,
a trip fee of $40 within the Denver-metro Area; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s
3.3 Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, equipment
rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access
or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
3.4 Invoices. All invoices are payable within 30 days of receipt. Payments for invoices for website builds are due upon site launch. A
monthly service charge of 3% or $20, whichever is greater, is payable on all overdue balances. Payments will be credited first to late payment charges
and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer
reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid
in full. Hosting, email and other services, even if prepaid, can also be suspended in the event of past-due invoices. All grants of any license to
use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be
inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes. After 60 days past due, Designer
reserves the right to purge all files, assets, etc. unless Client pays storage or holdover fees. All payments must be received in US Dollars and are
3.5 Dispute of Charges. Client shall be responsible for reviewing all work and can dispute charges within 5 days of launch or delivery,
after which Designer reserves the right to refuse refunds.
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional
charges for changes requested by Client which are outside the scope of the Services on a time and materials basis. Such charges shall be in addition
to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend
or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that exceed 15% of originally agreed upon Deliverables, and or the value
or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on
the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
4.3 Timing. Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake
commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within
the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections
sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification
of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent
upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that
any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such
delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement. Client agrees to utilize
ac.enviemedia.com or Basecamp for all communication regarding project feedback, timing etc.
4.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make
all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer,
in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections,
changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction
or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes
or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed
5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer including designating an assigned point of contact who is deemed the decision-maker;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise
expressly provided in the Proposal; and
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors
or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
(d) delivery of any and all content to Designer within no more than 14 days after request.
(e) submission of feedback per Designer's request within no more than 14 days after request.
(f) understanding and following our process (enviemedia.com/overview) and how we work (enviemedia.com/how-we-work).
5.1 If Client fails to uphold their project responsibilities (delivery of content, feedback, etc.) and project is greater than 75% complete,
Designer may build out the rest of a website with placeholder content then bill for project total.
5.2 If Client fails to uphold their project responsibilities (delivery of content, feedback, etc.) causing a delay in the project for
more than 14 days Designer may choose to place project "on hold" and bill for work to date. To continue project, the Client must pay 10% (of original
proposal amount) project reactivation fee so work may begin again under original proposal with a new project timeline/schedule.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as
incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the
Deliverables in Designer’s portfolios and websites, and 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. Either party,
subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other
party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and
materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall
hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not
use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental
authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly
known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer
shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means
by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent
or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not
be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly
defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent
contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance
with the various terms and conditions of this Agreement.
8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement,
Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind
of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In
the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be
the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client
as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the
event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in
the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties.
Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to
offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
8.5 Refusal of Service. Envie Media reserves the right to refuse services to anyone for any reason. This policy is enforced to ensure
a professional and secure environment for all customers on our systems.
9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Designer that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any
Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 By Designer.
(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional
and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables
shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent
contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title,
and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii)
to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and
use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise
use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions
noted herein, all representations and warranties of Designer shall be void.
(c) Except for the express representations and warranties stated in this agreement, designer makes no warranties whatsoever. Designer explicitly disclaims
any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular
purpose or compliance with laws or government rules or regulations applicable to the project.
10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses
arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations
or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section.
Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
10.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees
to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which
is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses
or expenses arise directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Designer in writing of the claim;
(b) Designer shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding
the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or
due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
10.3 Limitation of Liability. The services and the work product of designer are sold "as is." In all circumstances, the maximum liability
of designer, its directors, officers, employees, design agents and affiliates ("Designer 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 designer.
In no event shall designer 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 designer, even if designer has been advised of
the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties,
(a) any party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) any party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt
of written notice of such breach.
(c) project is delayed by Client for 14 days or more due to failure of the Client to uphold their project responsibilities.
11.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount
of (a) any advance payment, (b) a prorated portion of the estimated project total, (c) a termination fee of 30% of estimated project total, or (d)
hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses,
fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right
and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of
11.5 Upon 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) other than as provided herein, all rights and obligations of each party under this Agreement,
exclusive of the Services, shall survive.
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except
that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity.
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.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation
of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of
change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement
or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion
thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal,
national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”).
Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services
and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance
with the laws of the United States and the state of Colorado without regard to its conflict of law provisions or the conflict of law provisions of
any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation
between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American
Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation
shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal
courts located in the state of Colorado. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service
of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not
permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other
and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other
remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain
in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the
scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and
supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of
this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement
comprises this Basic Terms and Conditions document, the Proposal, Schedule A and Schedule B below.
By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and
each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and
Schedule A: Intellectual Property Provisions
1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART AND/OR SOURCE FILES
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective
suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive,
nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services
and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client
of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Designer
shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary
to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or
otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer
from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s
failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final
1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer
within 30Â days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer. In event
of early termination of contract before any project is finalized, Client may request the rights to preliminary works at an additional cost—otherwise
the rights of preliminary works remain the Designer's.
1.4 Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to
display or sell such artwork. Client shall return all original artwork to Designer within 30Â days of completion of the Services.
1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses
due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer
for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to
evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark
are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies,
saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any
third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive,
nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license
to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any
form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software
or technology of Designer.
2. RIGHTS TO FINAL ART
Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Designer shall deliver Final Art and assign
to Client all rights, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. Designer
agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Schedule B: Interactive-specific Terms and Conditions
1. SUPPORT SERVICES
1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables,
including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the
scope of the Proposal. During the first month following expiration of this Agreement (“Warranty Period”), if any, Designer shall provide up to three
hours of Support Services at no additional cost to Client. Additional time shall be billed at Designer’s regular hourly rate, then in effect upon the
date of the request for additional support. The parties understand that preexisting obligations to third parties existing on the date of the request
may delay the immediate execution of any such requested work.
1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer will provide Support Services upon mutual
Client may request that Designer develop enhancements to the Deliverables. Designer can provide Support Services upon mutual written agreement. The parties
understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of
any such requested enhancements.
3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants
that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the
specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations
or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third
party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s
sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In the event
that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative
Third Party Materials. See also 3.5 Dispute of Charges.
3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer
represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and
use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are
caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable
specifications, by Client or third parties.
4. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and
regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and
If Client project includes the building of a website in Business Catalyst, the terms at www.businesscatalyst.com/terms also form a binding part of the Client's agreement with the Designer.
For any inconsistencies between "How We Work" documented at enviemedia.com/how-we-work and this document, what is said at "How We Work" will supersede what is said here.
Last edited: 17 September 2014. Subject to change without notice.