Standard Terms & Conditions, v3

These Standard Terms and Conditions (the “Agreement”) are entered into between the “Client”, as defined in an Estimate and This Agreement, and “Web Farm”, a sole proprietor, with expertise in website design, development, and maintenance (collectively “Parties”).

1. Payment and Fee Schedule. Unless otherwise noted on the Estimate, fees to Web Farm are due and payable on the following schedule: 33% of maximum fees upon Estimate initiation, 33% of maximum fees upon completion of design prior to programming, remaining fees due upon website completion/launch of website. Invoices are payable within thirty (30) days of receipt. Additional hourly fees will be billed monthly as hours are incurred.
2. Maintenance and Hourly Rate. Changes requested by Client beyond the Scope of the Estimate or revisions requested by Client following approval of the Deliverables, other than for Web Farm error, will be billed at the hourly rate of $75 (“Hourly Rate”). The Hourly Rate will also govern additional work authorized beyond the Scope of the Estimate for services such as general internet education, webpage design, editing, graphics, and additional content management system training.
3. Estimate. a) Each Estimate will set out a detailed description of the services to be performed by Web Farm. The Parties may agree that Web Farm will conduct services for Client under one or more Estimates. Unless otherwise explicitly addressed, Estimates will be governed by the Agreement. The Parties will negotiate each Estimate separately and will be agreed upon by Client signature of the Estimate or email or verbal approval indicating agreement. b) The total fees for the project will not exceed the upper range of the fee Estimate as long as the Scope and Deliverables for the Estimate remain as documented. Client's approval will be obtained for any increases in fees or expenses that exceed the original estimate due to change in Scope or Deliverables.
4. Billable Expenses. Client will reimburse Web Farm for all direct and indirect Billable Expenses arising from an Estimate, regardless of whether an Estimate is Terminated. Billable Expenses include but are not limited to costs of stock images, software or run-time license costs, travel, research, postage and delivery, and storage media expenses.
5. Hosting. Client understands that web hosting services require a separate contract with a web hosting company. Client hereby authorizes Web Farm to access the hosting account.
6. Warranty. Once programming/testing is complete and the website is live on the Web (“Live Date”), Client will have 90 days from the Live Date to review the Deliverables to ensure that they function according to the Scope of the Estimate. During this 90 day period, Client may ask for programming changes in order to rectify issues with functionality of the Deliverables according to the Scope of the Estimate. This 90 day warranty will be null and void if Client or 3rd party, other than Web Farm, makes design or programming changes to the accepted Deliverables. After the 90 day period, Client will be billed per the Hourly Rate.
7. Confidential Information. Web Farm acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by Client, which are supplied by Client to Web Farm or developed by Web Farm in the course of developing the website are to be considered confidential information. Information will not be considered confidential if it is already publicly known through no act of Web Farm. Additionally, this Agreement is for internal use by Client and Web Farm only, and is not to be shown or distributed to any other Parties without the express permission of Web Farm.
8. Termination. Either Party may terminate this Agreement upon 15 days written notice to the other Party, “Termination”. If, upon Termination, work has been completed beyond the amount covered by the initial payment, Client will be liable to pay for all work completed at the Hourly Rate. No portion of the initial payment will be refunded unless written application is made within 30 days of signing an Estimate. Regardless of when the project is Terminated, all Billable Expenses incurred by Web Farm will be paid by Client in full. In the event of Termination, Web Farm retains ownership of all copyrights and original artwork.
9. Copyrights and Trademarks. Client represents to Web Farm and unconditionally guarantees that any elements of text, graphics, photos, trademarks, or other artwork furnished to Web Farm for use in website are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Web Farm from any claim or suit arising from the use of such elements.
10. Photos and Images. Client will keep a backup of any content provided to Web Farm by Client. Any photos provided will be picked up by Client within 6 months of the project’s ending. Web Farm is not responsible for any content left for longer than 6 months.
11. Rights. Web Farm retains ownership of all original Web Farm material, including concepts, design sketches and digital files, as well as Web Farm pro¬prietary software. However, Web Farm hereby grants Client a perpetual, royalty free, freely assignable right and license to any of such material incorporated into this Website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to Client, and remain the property of their respective owners. Web Farm and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
12. Laws Affecting the Internet. Client agrees that it is solely responsible for complying with Internet and e-commerce regulations, laws, taxes, and tariffs, and will hold harmless, protect, and defend Web Farm from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet regulations or laws.
13. Limitation of Liability. Client agrees that it will not hold Web Farm liable for any incidental or consequential damages which arise from Web Farm's services performed under any Estimate, or failure to perform any aspect of an Estimate. Client expressly agrees that it will defend and hold Web Farm harmless for all liability caused by Client's use of Web Farm’s product and/or services.
14. Modifications of the Agreement. Modifications of the Agreement must be in writing, except that the invoices may include, and Client will pay, fees or expenses that were orally authorized by Client in order to progress promptly with the work.
15. Governing Law. This Agreement will be binding upon the Parties and will be governed by and interpreted according to the laws of the State of Montana.