Agreement Between You and Galactic Web Design LLC

Definitions

“we”, “us”, “our”, “GWD” means Galactic Web Design, LLC.

“you”, “your”, “client” means the Client or Customer of Galactic Web Design, LLC.

“Site Content”, “content” includes text, links, images, photos, video, audio and documents (not the manner in which the content is displayed on your site).

“Estimate”, “Quote” is the Estimate Total shown in your Estimate.

“Project Requirements (your Order)” is represented by:

  • All Items listed in an Accepted Estimate (i.e., an Estimate where you’ve clicked the Accept button).  PLEASE NOTE: When you click the Accept button on an Estimate, that also means you are agreeing to our Terms and Conditions Agreement.
  • For Project Management purposes, the Project Requirements list on your Project Site typically provide more detail about each Item in your Estimate.  The Project Requirements should exactly mirror the scope of the Estimate.

Client Content Requirements

Provide All Site Content Prior to Site Design Phase The completion and success of your website is dependent on you providing all intended site content to us in a timely and organized manner. You need to become actively engaged in writing and providing relevant content to us, for use on your website.

The amount of content to be presented on a website will greatly shape the direction of the site design and its navigational areas.  Therefore, you should provide all the site content you possibly can up front – prior to the site design phase. You should describe any site content not available up front in detail so we can reserve a space for that content during the site design phase.  We will discuss with you and agree on a due date when all your content must be provided to us.

Content Guidelines To help set our expectations on what we need from you, we provide guidelines including how to organize your content, how to prepare your content before submitting it to us, and how to send us your content.

Content Responsibility We are not responsible and not liable for any content you create or use on your site or the content you access elsewhere from your site. You may not place content on your website that violates copyrights, trademarks, patents, trade secrets of third parties, obscenity laws, and provisions of the Digital Millennium Copyright Act of 1998 (“DMCA”). You may not place content on your site that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, obscene, pornographic, or is otherwise inappropriate as determined by us in our sole discretion.

Transmission of Sensitive or Private Information You agree to inform us if you intend to allow your site visitors to fill-out a form that will contain and send sensitive, private or personal information (e.g., financial (credit/debit card) or medical) from the site visitor’s device to your website.  If so, we will require the use of SSL (https) technology to be added to your complete site or the pages containing such forms.

Client Account  You must be age 18 or older; are required to register an account for all Services; must maintain the confidentiality of your password; are not permitted to share and/or distribute your login credentials; are responsible for all activities that occur under your account and agree to immediately notify us of any unauthorized use of your account or any other security breach. We reserve the right to suspend and/or terminate any user account without notice, in our sole and absolute discretion.

Private Project Site

We create a secure, private Project Sitefor your project for immediate, quick and easy collaboration between you and us. All project information and important project Due Dates are posted on this site. We expect you to actively use the site for communicating with us, as we do the same for you. How we use Project Sites

Project Time Table

Due Dates for the following tasks will be discussed with you. The Due Dates we agree on will be posted on your Project Site for these tasks:

  • Payment Schedule
  • Client provides all Content
  • GWD presents site mockup for client review
  • Client reviews design, requests changes; GWD submits revised mockups (range of dates)
  • Client approves final design
  • GWD presents working site for client review
  • Client reviews site, requests changes; GWD makes revisions (range of dates)
  • Client approves site

As a convenience, we will send you an email notification of any posted Due Date twenty-four (24) hours before it is due, however, tasks are due on the agreed Due Date whether or not you receive a notification.  Please give us a call if you find that you need to change any agreed-to Due Dates.

Although we strive to meet our project task due date commitments, we will not be held liable for any missed due dates.

Project-Related Expenses

Project-related expenses may be invoiced to you such as:

  • Software needed to build or maintain your website
  • Reasonable and customary travel expenses (verified by actual expense receipts) to meet with you about the project for any travel to or from your location that is 25 minutes or greater, by car or air.
    • Car Travel: 50 cents per mile.
    • Air Travel: we will invoice you our actual expenses, including round-trip airfare at the airline’s economy rate, plus taxes and fees; and economy class car rental.
    • Accommodations will be invoiced to you based on hotel.com 3-star hotel rates.

Publicity

  • You agree to allow Galactic Web Design to use your company name, company logo, company trademarks, company website screenshots, company website address (URL link) and reference your company as a Client of Galactic Web Design, in Galactic Web Design promotional media (printed and online) such as, but not limited to, client testimonials, portfolio items and brochures. You may opt out of this by emailing support@galacticwebdesign.com, however, please consider that, by not opting out, such publicity increases the exposure of your business to more potential clients / customers, so is beneficial to your business, too.
  • You agree to allow Galactic Web Design to place the phrase “Another GalacticWebDesign.com creation” with a link to galacticwebdesign.com on the bottom bar of your website pages.

Site Review and Approval Process

During the development of your site we expect you to review and approve the site design and the final site. To facilitate the review process, we create a Staging Site that only you have access to.

1. Site Design Review and Approval Initially, to represent the site design, we build only your Home page and one other page before building-out your complete site, placing your content or dummy content onto identified elements of page, creating the layout for the pages. Then, we ask you to review the site design.

At this stage, you review the design and can approve the design or request project-in-scope changes to the site design.

We submit a maximum of two (2) revised design mockups, including the first mockup. We want you to be happy with the site design. Additional design revisions are charged at our standard hourly rate.

Your approval of the site design authorizes us to continue building-out your site to the Project Requirements. We continue placing your content or dummy content onto identified elements of page, until all items in your Order have been built.

2. Final Site Review and Approval After your site build-out is finished, we ask you to review the draft final site, request any project-in-scope changes, then approve the final site.

We submit a maximum of three (3) “final site” drafts, including the first “final site” draft. We want you to be happy with your new site. Additional revisions are charged at our standard hourly rate.

When you approve the site and have paid us the full balance due of the related Invoice(s), we launch your site to be live on the Internet.

Project Change Requests

We want you to be happy with the website we produce for you and allow you to make change requests. There are two types of change requests: project-in-scope and project-out-of-scope. Here is how we handle these types of change requests:

Project In-Scope Change Requests In-Scope Change Requests are items that were part of the Estimate you Accepted. When we receive your feedback, we will make any project-in-scope changes you’ve requested and we will then request final approval of the site design and content.

Project Out-of-Scope Change Requests Out-of-Scope Change Requests are any new requirements that are not part of your Accepted Estimate.  To handle any new requirements, please request a new Estimate for any additional Services you need.

Client Training Meeting

If your Order includes training items, we will sit down with you in-person or remotely and train you on the training items identified in your Order. For the best training experience and retention of what you learn, we let you train on your own machine while we guide you. Once the training is over, we typically provide How To articles for you to use as a quick reference / reminder of how to do something you were trained on.

Final Site Approval

We will request your final site approval. We want to make sure you are satisfied with the final product before it goes live.

Payment

Invoice You will be issued an Invoice for any payment due. The Invoice shows all the Items in your Project and the Order Total (in USD). Invoice payment is due in accordance with the applicable Payment Schedule (below) upon receipt of the Invoice, although we give a 30-day grace period before a late payment fee is charged.

Payment Schedule for Flat Rate Projects We invoice most Custom Websites as a Flat Rate Project. For Flat Rate Projects, the following payment schedule applies:

  • Project Authorization Payment: 30% of Estimate Total is due when you Accept the Estimate. Receipt of this Project Authorization Payment, authorizes us to schedule your Project. Your project will not be scheduled until this payment is received. We credit your account for the amount of your Project Authorization Payment and that credit will be applied as a down payment against the Total to be invoiced when the project is completed.
  • Final payment (Full Balance Due) when we complete all Items shown on the Estimate. That means if you don’t send us all the content we need by then and the site isn’t finished because of it, you are still agreeing to pay us the final payment by this date.

Payment Schedule for Hourly Rate Projects We track hours and fractional hours doing tasks for your project. The first of each month, you will receive an Invoice that shows the hours logged for tasks done the previous month (labor) plus any client-related expenses incurred that month will appear on the Invoice as Items (for example, new software plugins added or updates to existing website software).

Payment Schedule for Monthly or Annual Services For periodically-billed Services, you will receive an Invoice monthly or annually for the periodic Service (for example, our Managed Website Service).

How To Pay For payment of invoices, we accept:

  • Visa, MasterCard, AmericanExpress, or Discover card
  • A check payable to Galactic Web Design. Mail to the Galactic Web Design, LLC address shown on your Invoice or Estimate.

Payments We Receive Any amounts paid by you will be credited to your Account upon receipt by us and will be tracked online in your Payment History and Account Statement.

Late Payments will incur a late payment fee of 5% of the Invoice Total compounded every 31 days after the invoice issue date.

Bounced Checks will incur a $20 NSF fee, as allowed by the State of Colorado.

Suspension for Non-payment If you are past due on your balance, we may send up to three (3) email notices within a fifteen (15) day period before suspending your account. Your website will be deactivated (not accessible from the Internet) upon suspension. We reserve the right to permanently delete your website, without recovery, after we send the final (third) termination notice to you.

Price / Service Changes

We reserve the right to modify, discontinue or add new Services with or without notice. We reserve the right to change the Prices of individual Services, Packages, or Hourly Rate at any time without prior notice. Price changes can affect (up or down) Orders in-progress (where an Invoice has not yet been issued for your Order).  Invoices previously issued to Clients, at the time of any Price change, will not be changed by such Price changes, including Price increases and Price decreases. No refunds will be issued for Price decreases.

Product Updates

Updates will be made periodically to your website to fix software bugs, improve site security and / or add or modify features. A full backup of your site will be made before perfoming such updates. Although we provided some regression testing (limited, due diligence spot checking various pages and site functionality), we cannot guarantee that we will catch all issues that may be caused by such updates.  Therefore, we recommend you do your own testing after we notify you of such updates. Please promptly report to us any issues you uncover.

Project Cancellation

In the event you decide you want to cancel the project, no refunds will be given for completed phases of the project.  If you decide to cancel during a phase of the project we’ve already started that you have not yet paid for, you are responsible for paying us the completed portion of that phase.  We are the one that determines the percentage that has been completed.

Warranty Disclaimer

THE WEBSITE, SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Ownership

Logo Design If your project includes our Logo Design service, you retain ownership of the logo design and we provide you with the source file (.SVG or .AI format) for your logo.

Content You retain ownership of the content you author. We retain ownership of the content we author.

Website Design If your project includes building a website, you grant us the exclusive right to create and sell to other clients websites, services, website templates, page templates and page element templates, based on your website design, excluding any content you own. We retain ownership of the website code and website designs we use to produce your website.

Domain Names You retain ownership of the Domain Name you use for your website, even if the Domain Name is registered under our Registrar account.  If at any time, you want to transfer your Domain Name to another Registrar, we cooperate with you to make that happen, using our Domain Transfer Out service.

Liability For Our Products and Services

TO THE EXTENT PERMITTED BY LAW, GALACTIC WEB DESIGN, LLC. AND ITS AFFILIATES, OFFICERS, AGENTS, DEVELOPERS, CONTRACTORS, EMPLOYEES, SUPPLIERS, ETC., WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF GALACTIC WEB DESIGN, LLC, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID GALACTIC WEB DESIGN TO USE GALACTIC WEB DESIGN’S GOODS AND/OR SERVICES.

IN ALL CASES, GALACTIC WEB DESIGN AND ITS AFFILIATES, DEVELOPERS, CONTRACTORS, SUPPLIERS, ETC., WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Indemnification

You and any business using our Services agree to hold harmless and indemnify Galactic Web Design, LLC and its affiliates, officers, agents, suppliers, contractors, and employees from any claim, suit or action arising from or related to the use of the Goods or Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Privacy

We respect your privacy and do not share any non-public details about you or your company to any third parties.  We also do not share your email address or phone numbers with any third parties. We use your email address and phone numbers solely to communicate with you as a client.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between you and Galactic Web Design LLC with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. Galactic Web Design reserves the right to change the terms and conditions of this Agreement without prior notice. You can access the current Agreement at the http://galacticwebdesign.com/terms-conditions/ page. The changes in the conditions of the Agreement shall come into force on the date of publishing on the site http://galacticwebdesign.com/terms-conditions/, unless otherwise is specified in the publication, and become mandatory for acceptance and satisfaction by you for further use of our Products and Services.