Service Agreement Terms & Conditions
Note: Unless otherwise negotiated, and including work outside the terms of a negotiated contract, these are the default Terms & Conditions for service by Parker Digital Solutions. These terms may change from time to time. It is the responsibility of the client to be aware of the most recent Terms & Conditions. Last revised 09/08/2022.
This agreement is by and between Matthew Parker dba Parker Digital Solutions (herein the Developer) and the client requesting services (herein the Client).
WHEREAS, Matthew Parker is an Internet Presence Provider offering website development services;
WHEREAS, Client seeks to utilize said services to develop a web presence for their own purposes;
WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, the Developer can make no guarantee that any given user shall be able to access the Developer’s produced page at any given time. The Developer represents that he shall make every good faith effort to ensure that sites are developed for as large an audience as possible;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;
I. Services Rendered:
A separate PROPOSAL will describe any quoted project services. The proposal will become a supplement to the contract and all provisions will apply hereto.
Any services which are not specified in a PROPOSAL will be considered hourly development services. Such services shall require a payment separate from and above that specified in a quoted project Agreement and are subject to these default Terms & Conditions.
II. Financial Arrangements:
A) Quoted Projects
Unless otherwise negotiated, Client agrees to the following payment schedule:
Client agrees to provide fifty percent (50%) of the quoted project cost upon acceptance of this agreement.
Client agrees to provide twenty-five percent (25%) of the quoted project cost upon delivery of the Beta Design
Client agrees to provide twenty-five percent (25%) of the quoted project cost upon sign-off for launch but before the project goes live, or within 90 days of the Beta Design delivery
- In the event that additional work is required to complete the project after 90 days have elapsed since the Beta Design presentation, such work will be considered hourly development services and shall require a payment separate from and above that specified in a quoted project Agreement. Such services are subject to these default Terms & Conditions
B) Hourly Consultation / Development
Developer’s Hourly Rate is $100.00 USD. Minimum of 1 hour, then rounded up to the quarter hour.
Invoices are submitted as services are rendered, typically on the following Monday.
Client agrees to provide one hundred percent (100%) of the invoice total within 15 days of receipt.
New site projects include up to ten (10) hours of conference calls.
Any meetings outside of these will be subject to additional costs accruing at an hourly rate.
D) Travel Expenses
Travel expenses will be billed when:
An on-site meeting is required where total commute time exceeds one hour. Travel is billed at $25/hour and may be waived at the Developer’s sole discretion.
Uncommon expenses are incurred (eg. parking fees, subway fairs, airplane reservations, etc).
A missed appointment fee of $50 may be assessed if a scheduled appointment is missed, or cancelled/rescheduled within:
F) Late Payment
Late invoices are subject to a 1.5% interest per 30 day period.
G) Refund Policy
- All sales are final. Due to the custom nature of the services provided, no refunds are offered for work that has already been performed.
- At the Developer's sole discretion, compensation hours may be credited to the Client in order to resolve any disputes.
H) Contract Dispute & Termination
- In the event that the Client fails to perform by withholding payment, by withholding information required for the Developer to perform, including but not limited to feedback, revision requests, content, images, files and the like, or by committing any other breach of this Agreement, the Developer reserves the right to stop work immediately. Further, the Developer may revoke the Client's access to any and all project files, software, intellectual property, or any other work product provided to the Client by the Developer during the course of this Agreement, until such time that the Client resumes compliance with the terms outlined in this Agreement.
- If the Client remains in breach of this Agreement for 30 days after having received written notice by the Developer of a breach of this Agreement, the Developer reserves the right to terminate the Agreement immediately.
- In the event that either party terminates the Agreement, the Client agrees to pay the remaining balance of any and all invoices they have received. Further, the Client understands and agrees that such termination may, at the Developer's sole discretion, result in the permanent loss of all project files, software, intellectual property, and work product in the possession of the Developer.
III. Assignment of Work:
The Developer reserves the right to assign other designers or subcontractors to the project to ensure quality and timely completion.
Client agrees to provide content for the site in a soft format. A soft format includes text or word processing files furnished on a CD, DVD, USB storage device or as an attachment to an email message to the Developer.
Client agrees that if content is provided in hard format via a copy of a page or other hard media that requires scanning for conversion into soft format or conversion to word processing format that an additional cost will accrue at an hourly rate.
Client warrants that it holds copyright permissions to applicable trademarks and graphics, and permission or release from individual persons, of all materials provided to the Developer and grants the Developer the right to use such materials in connection with the project development. The Client agrees to indemnify and hold harmless the Developer against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the project at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
V. Site Ownership and Copyright:
The Developer retains ownership and copyright of the entire project until the total project cost has been paid in full.
The Developer will retain the intellectual rights to all markup code, programming, and scripts used within the project. Upon site transfer and payment in full, the Developer grants Client license to use the project markup code, programming and scripts for its own lawful purposes.
VI. Limited Liability:
Client expressly agrees that use of the Developer’s services is at Client’s sole risk. Neither the Developer, his employees, affiliates, agents, third party information providers, web hosting providers, merchants, licensers or the like, warrant that the Developer’s services will not be error free; nor do they make any warranty as to the results that may be obtained from the use of the development service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Developer’s development service, unless otherwise expressly stated in this Agreement.
Under no circumstances, including negligence, shall the Developer, his agents or any one else involved in creating, producing or distributing the Developer’s project be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Developer’s project; or damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to the Developer’s record, programs or services.
Notwithstanding the above, Client’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement.
VII. Lawful Purpose:
Client may only use the Developer’s development services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against the Developer, his agents, customers, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless the Developer. Liabilities arising out of (a) any injury to person or property caused by any products sold or otherwise distributed in connection with the Developer’s web development services; (b) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (c) copyright infringement and (d) any defective product which Client sold on or through the developed web site.
IX. Third-Party Services
This Agreement constitutes the entire understanding of the parties.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts and of those governing the Internet.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated.