OVERVIEW – This agreement is entered into by and between Visigility, LLC, an Oklahoma LLC (Visigility) and you, and is made effective as of the date of this electronic acceptance. Trade names include: Big Action Plans, Visigility and others.
PRICE – Fixed project fees cover services clearly identified in Scope of Work. If services are requested through a Change Order by Client for items not clearly identified as included in fixed-fee work, hourly costs will be incurred according to Pay by the Hour or Hourly Retainer Plan rates, ranging from $100-$150 per hour. Optional hourly services may be identified on Scope of Work and may be selected.
TIMELINE – All projects are entered onto schedule after receipt of cleared payment. Start Date refers to estimated date that we will begin your project. Although every effort is made to meet or exceed estimated completion dates, estimated timelines represent our best estimate only, and in no way indicate a guaranteed timeframe for completion. Visigility, LLC (hereinafter “Visigility”) shall not be liable for any losses or damages (including consequential or incidental damages) which result from delay or failure to complete projects on or before estimated completion dates. Timeline is subject to change based on projects that may have recently entered the schedule. Client to provide requested information in a timely manner to maintain project start and completion dates.
PAYMENT – Payment terms are based on project size and subject to credit approval.
- Payment Plans – Payable via automatic draft by credit card, debit card, or checking account according to terms of plan
- Pre-pay Options – Some packages may include discounted prepay options
- Monthly Services – Payable in advance for each month of service. Automatic payments for subsequent months for duration of contract
- Hourly Retainers & projects under $1,000 – Payable in advance
- Projects $1,000 – $6,000 – 50% down payment, 50% due on completion
- Projects $6,000 – $15,000 – 50% down payment, 30% due 4 weeks after signed contract date, 20% due on completion
- Projects $15,000+ – 50% down payment, progress payments divided over the course of the project as specified in Scope of Work
- International Projects – payment due in advance with signed contract
- Client delays – If project is delayed by client and Visigility is waiting on necessary approvals, information or contents required from Client to complete the project, final payment will be due in full no later than 90 days from Start Date
All invoices due on receipt. Preferred payment methods include: Checks, ACH, Visa, MasterCard, Discover, Amex. Wire Transfer, Cashier’s Check, and Money Order are also acceptable forms of payment. All payments are non-refundable and refunds will not be issued for any reason.
CHANGE ORDERS – If at any time following acceptance of Scope of Work, Client desires to add additional services, Client shall submit this request in writing or by email, at which time Visigility will provide a Change Order to be signed by client and which shall be deemed part of this agreement. Work will not commence on change orders until written authorization is received. Payment terms for Change Orders may vary.
HOSTING & DOMAIN – Unless specifically stated in Scope of Work, client is to provide a suitable paid hosting account for its website capable of running chosen web applications, along with unhindered access to hosting account to allow Visigility to upload files, install software, or make other changes as appropriate for the project. Client will provide its own domain name, unless specified in Scope of Work. Client will provide its own SSL certificate, unless specified in Scope of Work.
THIRD-PARTY SOFTWARE – Client must purchase licenses to software required to operate its website, if applicable. Ongoing license updates are the responsibility of Client. Client is responsible for monthly fees, when third-party SAAS applications are used.
WORK IN PROGRESS – After work commences, Visigility will invest significant resources to complete work on Client’s website including uploading and live modifications of website text, content, images, CSS, HTML, PHP and other web files. If at any time, Client or any other third-party outside of Visigility’s control causes Visigility’s work to be damaged or lost, Client may incur additional Hourly fees to rebuild lost work.
COPYRIGHTS & TRADEMARKS – Client represents to Visigility and unconditionally guarantees that any creative elements of text, graphics, images, trademarks, or other artwork furnished to Visigility for inclusion in web pages are owned by Client or that Client has permission from the rightful owner to use provided creative elements.
ASSIGNMENT OF COPYRIGHT – Upon final payment of this agreement, copyright to the finished assembled work of web pages created by Visigility is transferred to client. “Finished assembled work of web pages” refers to overall graphic layout and text created for client for use on website. Except for those supplied by Client, rights to graphics, icons, source code, application code, design proof files, and computer programs are specifically not transferred to Client and remain the property of Visigility or their respective owners. Rights to all content including text, photos, graphics, logos, and design proof files submitted by Client to Visigility remain the property of the Client. Visigility retains the right to display the website’s graphics, content samples, videos, or screenshots as examples of work in its portfolio and to display an attribution link in footer of website.
LEGAL INFORMATION – Visigility does not warrant that the functions contained in the web pages or the website will meet Client’s requirements or that the operation of the website will be uninterrupted or free of error. Visigility will not be held liable to Client or any third party for damages, including lost revenue, profit, lost savings or other incidental, consequential or special damages arising out of site downtime or normal operation thereof. This agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
CANCELLATION – This agreement may not be cancelled by Client under any circumstances without written consent of Visigility and upon terms which indemnify Visigility against all loss.
INDEMNIFICATION – Visigility shall indemnify, defend and hold you harmless against any claims brought against Client to the extent Visigility infringed on any trademark, copyright or patent in the United States or misappropriated any trade secret of a third party and will pay damages and costs awarded therein against Client, if notified promptly in writing of such suit and given complete control of the defense or settlement of same; provided however, that Visigility shall not be held liable for any claim of infringement based on the use of content, photos, software, images or graphics provided by Client and over which Visigility has no control, and further provided that the liability of Visigility under this agreement shall in no event exceed the amount paid Visigility by Client hereunder.
COMPATIBILITY – Although we endeavor to give each visitor the same website viewing experience, Visigility cannot guarantee all design elements work with all browsers, especially older browsers that don’t support HTML5 or CSS3. Our sites look best in the latest versions of Internet Explorer, Microsoft Edge, Firefox, Chrome, Safari and Opera.
(Last Revised 6/6/2016)
[copy] 2014-[year] by Visigility, LLC – All rights reserved