Service Agreement & Terms
1. Definitions
1.1. A “Project” is one of the following:
- a website or a multisite;
- a premium plugin or theme;
- SaaS or extensible system;
- complete web solution.
1.2. “Client” is an organization, company or individual interested in Project services from Truth Web Design, LLC.
1.3. “Hosting” is the physical location of the entity after the delivery process. We have our own dedicated servers or VPS depending on the project size or scope, or third party hosting vendors as per the Client’s request.
1.4. “VPS” is an abbreviation for “Virtual Private Server.”
1.5. “SaaS” is an abbreviation for “Software as a Service.”
2. Agreement
2.1. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior oral or written agreements or understandings. This Agreement can only be amended by a writing signed by both parties.
2.2. “Scope Creep” is the process of trying to get new features that haven’t been discussed before, within the budget of a Project that reached to Agreement. “Scope Creep” is not allowed in our process. Our Agreement policy strictly defines the type of work that will be completed within the provided budget. Anything that is not explicitly defined in the Agreement and is missing or up for interpretation is, by definition, not going to be delivered.
3. Budget
3.1. Truth Web Design, LLC offers project and business development based on hourly rates. Our team’s rate is to be determined depending on the volume of work, complexity, and urgency, and is different for retainer plans, maintenance plans and one-off work. Consulting on a specific subject or providing specific technical advice would be charged additionally, based on our consulting rates.
4. Specifications
4.1. For Projects that represent websites we would like to receive an initial specification from the client regarding the required features and project structure.
4.2. If a specification of that sort does not exist, we offer an Inquiry Form for new projects that includes the important questions that we need for starters.
5. Customer Base
5.1. Our customer base comprises small businesses, medium-size organizations and companies, non-profit organizations, churches and ministry clients. We are happy to work as well with foundations, and provide long-term retainer services.
5.2. We prefer to stay away from projects dealing with: political projects, racism-related structures or anything that could potentially offend or harm our general user and customer audience. If you are unsure of the status of your business solution, you could still get in touch with us and let us know about your business goals.
6. Copyright
6.1. Truth Web Design, LLC will be retaining the source code for the entire Services provided and providing the Client with the output formats only. The output is to be used only within the scope of the Project as outlined in this agreement and does not include the following: Multiplying the site across other domains or servers, creating new websites based on the code, selling the code, or the relinquishment of copyright by Truth Web Design, LLC in any way.
6.2. By default, all code (scripts, database schemes, markup and styling) provided by Truth Web Design, LLC remains the intellectual property of Truth Web Design, LLC.
6.3. The Client shall retain all of their intellectual property rights in any text, images or other components it owns and transmits to Truth Web Design, LLC for use in the Services rendered by Truth Web Design, LLC.
6.4. Media, content (articles, posts, social media statuses and messages), creative logos, banners or images designed for the website are transferred to the Client together with the ownership.
6.5. Truth Web Design, LLC will link to the Project(s) in the Portfolio section and write down a few paragraphs about our work with the Project. Non-confidential screenshots will be uploaded as well.
6.6. The Client agrees that Truth Web Design, LLC’s identification may be annotated within the code and on the website as the authors. The Client also grants Truth Web Design, LLC the right to place our name, graphic, and/or hyperlink in each page footer pointing to our company website. The Client additionally agrees to put Truth Web Design, LLC’s copyright notices on the Website and the relevant content therein.
6.7. In the event Truth Web Design, LLC is unable to continue the support of the website, non-exclusive rights to the website content will be granted to the Client. Content includes page text, graphics, and other content submitted into Truth Web Design, LLC’s System by the Client. Content does not include Developer’s CMS (database, structure, files).
6.8. Articles 6.1-6.2, 6.4-6.6 are negotiable, depending on the client specifics and the agreement signed.
7. Support Policy
7.1. We provide support through support tickets emailed to support@truthwebdesign.com and via email.
7.2. IM, Slack or phone support could be requested separately depending on the project type and the expected support requests.
8. Invoices and Payment
8.1. Truth Web Design, LLC requires a 50% upfront payment for projects.
8.2. Payment iterations are to be defined depending on the amount and type of work, the defined phases and milestones and depending on the length of the contract for service agreements.
9. Content Provisioning
9.1. All required content (pages, photos, creative materials) that should be provided by the Client for the Project completion should be provided prior to the Project start.
9.2. Additional resources may be needed and required during the process (SSL certificates, additional servers, etc.) and will be expected within 5 business days of the initiated request.
9.3. In some Projects, an off-the-shelf solution in the form of a third party plug-in may be implemented. Premium plug-ins may require a subscription or one-off licensing fee. Truth Web Design, LLC will make every effort to minimize ongoing maintenance costs; however, any premium plug-ins will need to be updated outside of our maintenance agreement, with any additional costs agreed to and handled by the Client.
10. Information Security
10.1. Truth Web Design, LLC’s information security management practices are aimed at ensuring the confidentiality, integrity, and availability of Client information. Client data is kept safe, encrypted and secure. When Truth Web Design, LLC’s team communicates internally regarding a Client’s account, this communication takes place in secured channels.
10.2. Email is generally not considered a secure channel. If the Client chooses to disclose sensitive information such as logins or passwords to Truth Web Design, LLC via email, the Client acknowledges that Truth Web Design, LLC is not responsible for and cannot track who may have access to the Client’s email accounts or terminals.
10.3. Truth Web Design, LLC’s Servers are updated and monitored. If a Client’s website is secured with a Secure Sockets Layer (“SSL”), transactional information processed through the website is secure; however, Truth Web Design, LLC is not liable in the event of a hack.
10.4. Malware and hacking: In today’s world, it is impossible to promise that a Client’s website will never be hacked. Due to weak passwords, outdated plugins, or software, virus, or malware on computers or terminals that have access to the Client’s website – along with the implicit risk of security breaches or cyber attacks at large – it’s possible that a Client’s website could be hacked at some point in time. If a Client’s website is hacked and the Client notifies Truth Web Design, LLC before our monitors discover the breach, Truth Web Design, LLC will clean and update your site within 48-72 hours.
11. Hosting
11.1. Truth Web Designs, LLC guarantees that its network will be available 99.9% of the time in a given month, excluding scheduled maintenance. Network uptime includes the functioning of all network infrastructure including routers, switches, and cabling, but does not include Ethernet ports, services, or software on your server(s). Network downtime exists when a particular customer is unable to transmit and receive data.
11.2. Upon experiencing downtime as defined above, Truth Web Design, LLC will credit the customer the percentage downtime of the monthly hosting fee for downtime (up to 100% of customer’s monthly fee for the affected server or shared hosting service). Credit period is measured from the time a ticket is submitted by the Client to support@truthwebdesign.com.
11.3. The Client agrees that, from time to time, it may be necessary for Truth Web Design, LLC to temporarily suspend Hosting Services for technical reasons or to maintain the network, the hardware, the server’s operating system, or any other facilities, the timing of which will be determined by Truth Web Design, LLC. Provided that Truth Web Design, LLC provides the Client with reasonable advance notice of the temporary suspension of Hosting Services, such suspension will not be deemed an interruption of the Hosting Services for the purpose of calculating network, infrastructure, or hardware availability or the Client’s entitlement to a credit for network, infrastructure, or hardware interruption. Advanced notice may be provided in the form of all or any of the following: e-mail, web posting on status page, RSS feed of status page, or other communications methods outlined in a Service Agreement. At least 72-hour advanced notice of scheduled downtime is strived for but, in some cases, last minute maintenance windows may be conducted if the overall security or stability of our Services requires it.
11.4. For those websites hosted by Truth Web Design, LLC which have been built (or partially built) upon the WordPress platform, please be aware that WordPress irregularly makes updates which may necessitate that Truth Web Design, LLC makes updates to your site so that your website continues to work upon our servers. It is not known how many times per annum that WordPress makes updates; however, Truth Web Design, LLC estimates between 4 to 8 updates per year. The more functionality a WordPress site has the more time needed to make updates to that website. Truth Web Design, LLC works reactively for such updates – we respond should we be informed of a critical change (by WordPress) or if the Client points out an error in functionality.
11.5. Truth Web Design, LLC cannot be held responsible for any functionality failure caused directly by an update to WordPress or a plug-in of which we were not made aware. Please note, WordPress updates are not considered to be maintenance of a website.
12. Responsibilities Between Parties
12.1. For all of Truth Web Design, LLC’s Services under this Agreement, the Client shall compensate Truth Web Design, LLC pursuant to the terms of this agreement. In the event the Client fails to make any of the payments referenced in this agreement by the deadline set forth by Truth Web Design, LLC, we have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2) remove content from servers utilized by Truth Web Design, LLC; (3) bring legal action. Truth Web Design, LLC has the right to remove the website until payment in full is delivered, plus accrued late charges of 1.5% per month.
12.2. In the event where the Client does not pay an invoice within 30 days of the due date (44 days of the date of the invoice), Truth Web Design, LLC has the right to suspend the remaining amount of work for the Client until the payment is being processed.
12.3. In the event where the Client does not not pay a required service for the project (such as: hosting account invoice, email service invoice, VPN costs, etc.) within 30 days of the due date (44 days of the date of the invoice), Truth Web Design, LLC has the right to postpone the work related to said feature or suspend the entire work until the payment is being processed.
12.4. In the event of violation of 9.1 or 9.2 and the terms defined there (unless overwritten in the Agreement document), Truth Web Design, LLC has the right to postpone the delivery date of the end project.
12.5. In the event of 11.4 and answers or content deliveries being postponed for more than 2 weeks after the allowed response time for 9.1 or 9.2, unless agreed prior to the project start, Truth Web Design, LLC has the right to terminate the project or ask for additional time and costs for the project completion.
12.6. Client shall keep the Services confidential and shall not release any information, including but not limited to log-in access, to third parties without the express approval of Truth Web Design, LLC.
12.7. This Agreement shall be interpreted and enforced according to the substantive laws of the State of Texas without application of its conflicts or choice of law rules.
12.8. The Client warrants that everything it gives Truth Web Design, LLC for use in providing the Services for a Project is legally owned or licensed to the Client. The Client agrees to indemnify and hold Truth Web Design, LLC harmless from any and all claims of any kind brought by any third party relating in any way to the Services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by the Client’s products/services, material supplied by the Client, copyright infringement, and defective products sold through use of the Services or any other type of claim. Further, the Client agrees to indemnify and hold Truth Web Design, LLC harmless from claims and demands of any kind related to problems/disruptions caused by Truth Web Design, LLC’s services or third party services that Truth Web Design, LLC/the Client may use such as partner services, Content Management Systems (“CMS”), merchant accounts, email newsletters, e-commerce, shopping carts, shipping, hosting services, real time credit card processing, domain registration, online event registration, online donations, and other services that relate to the ownership and operation of the Services or multimedia Project.
12.9. If any provision of this Agreement is judicially determined to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.
12.10. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to other relief to which it is entitled.
13. Acceptance
13.1. Your initial payment and/or digital signature signifies your understanding and acceptance of this proposal and its terms.
14. Limitation of Liability
14.1. DEVELOPERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS, THE RESULTS GENERATED FROM THE USE OF THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS, ANY TRANSACTIONS RESULTING FROM THIS AGREEMENT, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
15. Disclaimer of Warranty
15.1. ALL SERVICES PERFORMED HEREUNDER AND ALL DELIVERABLES SUPPLIED HEREUNDER ARE “AS IS” WITHOUT ANY WARRANTY OF ANY KIND FROM DEVELOPERS. DEVELOPERS SPECIFICALLY PROVIDE NO WARRANTY WHATSOEVER THAT THE SERVICES, DELIVERABLES AND RELATED MATERIALS WILL BE BUG- OR ERROR-FREE OR THAT THE SERVICES, DELIVERABLES AND/OR RELATED MATERIALS WILL BE SUITABLE FOR PARTNER’S PURPOSES. DEVELOPERS EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING THE SERVICES, DELIVERABLES AND RELATED MATERIALS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.