Terms & Conditions


Project timelines vary depending on client feedback turnaround times. The estimated timelines provided in this document are based upon an assumption that the client will provide feedback and approvals within one day of agency delivery milestones.


If the project is not completed within 30 days of the Estimated Project Completion Date due to client delays in providing feedback, assets, approvals, content, direction, and so forth, we reserve the right to discuss and submit a change order to accommodate unforeseen expenses due to the unplanned extension of the project.


Our agency will design and develop a new website for the client in an effort to satisfy the client’s objectives. We will utilize UX/UI best practices to create an intuitive digital environment and our detail-oriented approach to project management will ensure that we will execute on the project deliverables in a streamlined fashion with excellent customer experience.


The following table addresses additional features or services that may not be fully clarified in other areas of this site. Each feature or service has been considered as it relates to projects to determine its necessity. If an item has been deemed necessary, YES will be marked. And if the item is not included in the scope of this project, NO will be marked. Each item is described in detail for clarification.

Content Strategy

Our team will guide the client through the content outline process to help construct an effective content strategy for the site.

Information Architecture

The website content will be structured into a site map to act as a guide for the user flow and wireframe process.


Writing the website copy is not included in this scope of work. The client agrees to deliver website copy prior to development.


The website copy delivered by the client will be proofread by our team during the development of the site. Any spelling, grammar, and punctuation errors will be fixed.

UX Wireframes

Each page of the website will wireframed during the user experience design process.

UI Visual Design

Each page of the website will be visually designed and delivered to the client in non-functioning form during the user interface design process.

Art Direction

Senior level art direction and critique processes will be utilized throughout the design of this project.

Icon Design

No custom icons will be designed for this project. Icons will be limited to availability of stock assets.

Typography Design

Custom design of a unique font is not included in this scope of work.

Font Licenses

This project scope does not include the purchasing of any font licenses that are not currently owned by the client or agency. Any special fonts that are required for the design may include a licensing fee that will be discussed with the client prior to purchase.

Custom Photography

No custom photography will be shot by our team in this project scope.

Stock & Existing Photography

We will utilize photography assets provided by the client. Any stock photography used may include a licensing fee for use on the site. If stock photography is necessary, licenses and prices will be discussed with the client prior to purchase.

Infographic Design

This project scope does not include design of infographics or data diagrams.


Custom illustrations are not included in this project scope. Stock illustration assets may be used as necessary and may require a license fee.

Content Management System

WebWave, Vzy will be used for the website build. The website content can be updated inside that platform.

Third-party Integrations (APIs)

Any third-party integrations listed in this SOW are included. Anything not listed is considered out of scope.

Third-party Licenses

Any third-party licenses for SaaS subscriptions, plugins, and so forth that are not currently owned by the client or agency are not included in the scope of this project.

Analytics Integration

Standard Google Analytics will be integrated into the site. The client will provide access to their Google Analytics Account.

Social Media Sharing

Social media sharing plugins (either AddThis or ShareThis) will be implemented to make content socially shareable.

Social Media Integrations (API)

Displaying posts, social feeds and other social media integrations into the website using social media APIs are not included in this project.

Site Traffic Expectations

The site will be optimized for search, but no ongoing search engine optimization is included in this SOW.

Contact Form

A website contact form allows visitors to submit information to the client through the website. One website contact form is included in this project.

Contact Form Database

The data collected in the contact form will be sent to an email address. This SOW does not include CRM integration.


This project does not include creation of a blog or integration of blog articles.

Gamification Integration

Creation of gamification elements is not include. This includes points, badges, leaderboards, and awards to encourage site interaction.


Website content will not be localized any foreign languages. Additionally, the site will not be coded or designed to expand or contract based on languages other than English.

Translation Services

This project does not include translation of website copy into foreign languages.


E-commerce functionality will not be included in the site. This includes product search catalogs, shopping carts, checkout processes, account login, and all other E-commerce features.

Responsive Design & Development

Standard mobile responsive behavior will be designed using the capabilities of WebWave or Vzy. Responsive websites will adjust to fit mobile screens.

Animations & Motion

Animation of text, parallax images, image hover states and other animations will be implemented into the site to create an engaging design experience. Animation of these elements is limited to WebWave or Vzy options during development. Requests for extensive animation can be discussed and priced separately.

Front-end Development

Since WebWave or Vzy website builder will be used, we don’t expect any custom HTML/CSS or Javascript to be required for this project. Any extensive custom code necessary will require additional budget and will be discussed with the client in advance of incurring extra costs.

Back-end Programming

Since WebWave or Vzy website builder will be used, we don’t expect any custom back-end programming to be required for this project. Any extensive custom code necessary will require additional budget and will be discussed with the client in advance of incurring extra costs.

Domain Registration

This project does not include registering domain names and their corresponding fees.

Subdomain Design & Development

All subdomains are not included in this project scope. A subdomain is (site.example.com)


Gated Content

Gated content refers to content being offered to visitors through unique password. No development of gated content is included in this project scope.

QA Testing

Each page of the website will be tested for quality assurance prior to launch. QA testing does not guarantee that the site will be error free.

Cross-platform Browser Compatibility

The website will be tested to perform accurately on the latest release of each major browser platform: Chrome, Safari, Firefox, and Internet Explorer on desktop. Responsive versions will be tested on iOS and Android. Testing and compatibility with any antiquated versions of browsers may incur additional fees.

Focus Group Testing

External test participants can be used to test effectiveness of design and usability. This project scope does not include focus group testing.

Website Hosting

This project does not include hosting fees charged by WebWave or Vzy. At the time of building the website, it is anticipated that the client will pay the hosting fees directly to the Agency via credit card.

Project Management System

Our agency uses Teamwork as a project management system. This tool will be used to coordinate milestones, deliveries, and most project communication

Account Management

The client will work closely with a single member of our team as their main point of contact for this project. This team member will manage feedback, expectations, resources, and project timelines.

Third-party Vendor Management

Management of any third-party vendors outside of our agency team is not included in this project scope. Third-party vendors may include freelancers, hosting companies, printing companies, and all other vendors.

Client-Requested After-Hours Staffing

Our agency adheres to standard business hours (Monday - Friday, approximately 8AM to 5PM). Client requests staffing and access to our team members outside of reasonable business hours is not included in this scope of work.

Client-Requested Travel

Any travel costs not documented in this project scope are not included in this engagement. Travel costs may include flights, lodging, and per-diem. If the client requests travel for meetings with our agency, a separate SOW will be mutually agreed upon prior to travel.

Client Communication & Correspondence

It is anticipated that project correspondence will occur through email, video conferencing, phone, and the project management tool. Any face-to-face meetings not documented in this document are considered out of scope.

PRICE AND PAYMENT TERMS: Client agrees to pay Vendor the amount(s) set for in the statement of work. Reimbursable items (e.g. stock imagery, website plugins, etc) will be pre-approved by Client and will be due upon receipt of invoice. Vendor is entitled to all costs and attorney fees incurred in collecting payment under this Agreement.

MUTUAL INDEMNIFICATION: The Parties shall defend, indemnify, and hold the other Party, its subsidiaries or affiliates, and it’s or their shareholders, directors, officers, employees or agents (collectively, the “Indemnified Parties”) harmless for any claim made or suit or proceeding brought against a Party (including, but not limited to, claims that the one of the Parties infringed intellectual property rights of another), including payment of any and all losses, judgments, awards, and costs (including reasonable legal fees and expenses), arising out of or related to any claim based upon the other Party’s wrongful acts or omissions in connection with these terms and conditions and statement of work.
CHANGES: The Client shall be responsible for making additional payments for changes requested by the Client to the original assignment and agreed to in writing by Client and Vendor. However, no additional payment shall be made for changes required to conform to the original assignment description. All changes to scope and price must be agreed upon in writing between the Client and Vendor prior to execution of changes and additional costs being charged to the Client.
CANCELLATION: Either party may terminate this assignment by providing not less than five (5) days written notice to the other party. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be transferred to Client for any work completed up to the date of cancellation. Client shall pay for all work and expenses based on the contract price and expenses already incurred up to the date of cancellation.
EXPENSES: The Client shall reimburse the Vendor for all reasonable expenses arising from this assignment, including the payment of any sales taxes or other government fees due to this assignment. Expenses greater than $250 must be approved by Client in writing, including client-requested travel.
SEVERABILITY: The terms and provisions of this Agreement are severable, and should any term or provision hereof be declared or determined by any court or other governmental body or organization to be void, voidable or unenforceable under any applicable law, such void, voidable or unenforceable term or provision shall not affect or invalidate any other term or provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though the void, voidable or unenforceable term or provision were not a part of this Agreement. In addition, it is the intention and agreement of the parties that all terms and conditions hereof be enforced to the fullest extent permitted by the law.
OWNERSHIP: To the extent that Vendor has received payment of compensation as provided in this Agreement and the applicable statement of work, all selected final materials, artwork and/ or digital deliverables produced by Vendor, its employees, agents or assistants specifically for Client will be owned by Client. All work performed for Client by Vendor shall be considered “work for hire.”
PORTFOLIO RIGHTS: Vendor retains the nonexclusive, perpetual and worldwide right to display, reproduce and distribute the designs in Vendor’s portfolio and website, and third-party trade publications, awards or exhibits, solely for the purpose of promoting or exemplifying Vendor’s work, and the right to be credited with copyright ownership and authorship of the designs in connection with such use.
CONFIDENTIAL INFORMATION: All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Vendor.
WARRANTY OF ORIGINALITY: The Vendor warrants and represents that, to the best of his/ her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; the Vendor has full authority to make this agreement; and that the work prepared by the Vendor does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses other than as stated in this document (“Intended Use”). This warranty does not extend to any changes that the Client or others may make to the Vendor’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Vendor harmless for all liability caused by the Client’s use of the Vendor’s product beyond either the Intended Use or due to changes to Vendor’s product, to the extent such use infringes on the rights of others. Vendor expressly agrees that it will hold the Client, its officers and employees, harmless from any of Vendor’s products or services that infringes upon the rights of others.
LIMITATION OF LIABILITY: Client agrees that it shall not hold the Vendor or his/her agents or employees liable for any incidental or consequential damages that arise from the Vendor’s failure to perform any aspect of the Project in a timely manner, unless such failure was caused by intentional or negligent acts of the Vendor or a third party.
REMEDIES: In the event of a breach or threatened breach of this Agreement, Vendor shall be entitled to a temporary and/or permanent injunction restraining such breach, and the prevailing party in any such action shall further be entitled to recover all attorneys fees reasonably incurred in establishing such violations of this Agreement and any damages. In addition to the foregoing injunctive relief, in the event of Client’s breach of this Agreement, Vendor shall be entitled to all other remedies available to it under law or in equity.
DISPUTE RESOLUTION: Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed­ upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The non-prevailing party in any dispute shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the prevailing party.
ANALYTICS: Client agrees that the Vendor can install Google Analytics tracking to monitor the success of the product or service (if projects are web related). Client also agrees that Vendor may access this account. Client reserves the right at any point to revoke this right and Vendor agrees it will comply.
MUTUAL NON-DISCLOSURE: Client and/or Vendor (“Receiving Party” and/or “Disclosing Party”) shall hold and maintain all confidential information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving party shall carefully restrict access to confidential information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any confidential information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
NON-SOLICITATION: During the term of this Agreement, and for a period of two years after the termination thereof, or for a period of two years from the last date Vendor does any work for Client, whichever is later, Client (including its officers, owners, managers, subsidiaries, parents and affiliates) will not, either directly or indirectly:
  • Interfere with the business relationship between Vendor and any of its employees or contract laborers, or prospective business relationships with prospective employees or prospective contract laborers;
  • Solicit the employment of any prospective, current or former employee of Vendor or induce or recruit any prospective, current or former employee of Vendor;
  • Solicit the services of any prospective, current or former contract laborer of Vendor or induce or recruit any contract laborer of Vendor;
  • Hire any prospective, current or former employee of Vendor; or
  • Hire any prospective, current or former contract laborer of Vendor.




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