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Amity Website Design: Full Service Agreement
These Terms and Conditions (“Agreement”) constitute a legally binding contract between the client (“Client”) and Amity Website Design, operated by its principal owner on Martha's Vineyard, Massachusetts (“Designer,” “we,” “us,” or “our”). This Agreement governs all services provided by Amity Website Design, regardless of the method of engagement. “Consumer Client” means a Client who buys services mainly for personal, family, or household purposes rather than for a business or organization. Where Massachusetts or federal law gives a Consumer Client protections that this Agreement does not, those protections apply and the conflicting term does not.
By signing a Project Proposal, submitting a deposit payment, accessing any service, or communicating instructions to begin work, Client acknowledges having read, understood, and agreed to be bound by this Agreement in its entirety. If Client does not agree to any provision, Client must not engage our services.
Each project is further governed by a written Project Proposal or Statement of Work (collectively, “Project Proposal”), incorporated into this Agreement by reference. In the event of any conflict, the Project Proposal controls for that specific project; this Agreement controls for all other matters.
This Agreement, together with any applicable Project Proposal, constitutes the entire agreement between the parties and supersedes all prior oral or written understandings, representations, and proposals. No term of any Client purchase order or other Client-issued document shall modify this Agreement unless signed by Designer.
Amity Website Design provides the following categories of services. Specific deliverables, scope, and pricing are defined in a written Project Proposal. Nothing in this section creates an obligation to provide any service without a signed Project Proposal.
Custom website design and development, either custom-coded or on platforms such as WordPress, Shopify, and Squarespace, including design mockups, theme customization, plugin configuration, content migration, and technical launch support. Designer does not guarantee compatibility with all browsers, devices, or integrations unless explicitly specified in the Project Proposal.
On-page and technical SEO strategies intended to improve search engine visibility. Designer makes no guarantee of specific search rankings, traffic levels, or revenue outcomes. Search engine algorithms are controlled by third parties and subject to change without notice.
Event and real estate videography. Deliverables, formats, turnaround times, and licensing terms are defined per Project Proposal. Raw footage remains Designer's property unless explicitly transferred in writing. Designer is not responsible for re-shoots caused by weather, venue access, or circumstances outside Designer's control. Unless the Project Proposal says otherwise, Client is responsible for getting permission to film at the location and from the people who appear on camera. Designer uses footage or photos in which a person can be recognized in its own portfolio or advertising only with that person's written consent (Section 10.7).
Digital security assessments, hardening recommendations, and implementation assistance. Designer does not warrant that any security measures will prevent all incidents. Designer is not liable for breaches despite implemented measures, or for vulnerabilities in third-party platforms or hosting environments outside Designer's direct control.
Strategy development, content creation, and campaign management. Results depend on market conditions, platform algorithms, competition, and third-party networks outside Designer's control. No specific outcomes (including leads, conversions, or revenue) are guaranteed.
Where Client's website is hosted on servers arranged and managed by Designer (“Designer Hosting”), the following terms apply in addition to the rest of this Agreement.
How Designer Hosting works. Designer does not own server hardware. Designer rents servers and related services (network, security, and backup tools) from third-party hosting companies and manages them on Client's behalf. Client's website files and data are stored on those rented servers. Designer pays those companies in advance, so hosting only continues while Client's hosting fees are paid.
Maintenance plans run month to month unless the plan or Project Proposal states a minimum term. A plan for a website Designer built starts on the Launch Date (Section 4.10); a plan for an existing website starts on the date in the plan or, if none, the date Designer is given access to the site. Each month is billed in advance on that day of the month, due on receipt, and is counted from the start date whether or not the invoice has been paid. Each plan includes only the tasks and the monthly hours listed for it. Unused hours do not carry over to the next month, and work beyond the included tasks or hours is billed at the rate in Section 4.1. Client may cancel a plan at any time, effective at the end of the current paid month, by email to Designer, by replying to a plan invoice, or in the same way the plan was started; fees already paid are not refunded. For a Consumer Client, each plan invoice states the amount charged and how to cancel. Retainers with a minimum term (such as SEO retainers with a three-month minimum) may be cancelled on the same basis once the minimum term has ended.
Unless explicitly listed in a Project Proposal or plan, the following are excluded: domain registration/renewal fees, web hosting fees (unless Client is on Designer Hosting), paid SSL certificates, premium plugin or theme licenses, stock photography licenses, payment processor setup fees, legal or compliance review, content writing, and translation services.
Legal compliance of Client's website is Client's responsibility unless the Project Proposal expressly includes it. This covers, among other things, accessibility requirements (such as the ADA and WCAG), privacy policies, cookie consent, terms of sale, and industry-specific rules. Designer follows good accessibility practice in its work but does not warrant that any website meets a particular legal standard.
Every project starts with an initial consultation. Estimates discussed during the consultation are not binding until they are confirmed in a signed Project Proposal.
All projects are governed by a written Project Proposal signed by both parties and accompanied by the required deposit. No work begins until both conditions are met. Verbal commitments and emails do not constitute a binding Project Proposal. A Project Proposal may be signed electronically, and paying the deposit or first installment invoiced for a Project Proposal counts as signing it.
The Project Proposal defines the complete scope of work. Tasks, features, pages, or services not explicitly listed are out of scope and subject to separate billing at the rates in Section 4. Designer is not obligated to perform out-of-scope work without a written, signed Change Order (see Section 6).
Timeline estimates are provided in good faith and are contingent on Client's timely delivery of materials, feedback, and approvals. Designer shall not be held liable for delays caused by Client's failure to meet obligations, third-party service outages, or circumstances beyond Designer's reasonable control.
All time-billed services are charged at $100.00 per hour (USD) with a minimum charge of one (1) full hour. Additional time is billed in fifteen (15) minute increments. This rate applies to all design work, development, consulting, revisions beyond scope, post-launch support, and any other billable activity unless a fixed-fee Project Proposal specifies otherwise.
| Service Type | Rate | Minimum Billing |
|---|---|---|
| Design, development & consulting | $100.00 / hr | 1 hour |
| Post-launch support & maintenance | $100.00 / hr | 1 hour |
| Out-of-scope revisions | $100.00 / hr | 15 minutes |
| Rush work (delivery within 48 hrs) | $150.00 / hr (1.5×) | 2 hours |
A non-refundable deposit of 50% of the estimated project total is due when the Project Proposal is signed (Section 3.2). No work starts until the deposit has cleared. For projects estimated under $500, the full amount is due up front.
Refunds are limited to work that has not been performed:
Project completion is measured against the milestones in the Project Proposal or, where none are listed, by hours worked relative to the estimated total. The same measure applies to the cancellation stages in Section 5.1.
A project is complete when all items in the agreed Project Scope are technically finished and functional, whether on a staging address or on Client's domain. The “Completion Date” is the day Designer tells Client so, by email or by sending the final invoice. The final balance is due on the Completion Date, not on launch. Launch is a separate step that depends on Client (Section 4.10): waiting for Client's review, approval, content, domain or DNS access, hosting decisions, or any reply does not postpone the final invoice or its due date. Cosmetic fine-tuning, minor styling preferences, and polish requests do not delay it either; such refinements are handled after (or in parallel with) final payment, either within the included revision rounds or as separately quoted work.
Unless a payment plan under Section 4.8 applies, the final balance is due in full before website launch, file delivery, or transfer of any project assets. Designer reserves the right to withhold all deliverables (including files, logins, source code, and staging access) until full payment is received. If Designer nevertheless launches the website before the final balance is paid, that is a courtesy, not a waiver: the balance stays due on receipt, late fees under Section 4.4 run from the invoice date, and until payment Client uses the website under the revocable license in Section 4.8, which Designer may revoke under Section 4.5.
All invoicing and payment is handled electronically through Square. Invoices are due upon receipt. Square automatically sends up to four (4) payment reminders for an unpaid invoice. The invoice and these automatic reminders are the only payment notices Designer is required to give; after them, Designer need not send any further reminder or notice before applying late fees or the steps in Section 4.5. Balances unpaid after fifteen (15) days accrue a late fee of 1.5% per month (18% annually), or the maximum rate permitted under Massachusetts law, whichever is less. Client is responsible for all collection costs, including reasonable attorneys' fees, except where a statute such as M.G.L. c. 93A provides otherwise.
If any invoice remains unpaid for more than fifteen (15) days, Designer may without further notice: (a) suspend all active work; (b) withhold all deliverables, logins, and assets; (c) revoke any previously granted IP licenses; and (d) pursue all available legal and collection remedies.
Under Massachusetts law (830 CMR 64H.1.3) and M.G.L. c. 64H, custom web design, SEO consulting, digital marketing, videography, and cybersecurity services are professional services and are generally not subject to Massachusetts sales tax. However:
Client is solely responsible for any taxes, duties, or levies imposed on Client's own business operations or on the use of deliverables.
Instead of the standard 50% deposit and 50% final payment, the Project Proposal may set a payment plan of no more than six (6) monthly installments for a business or organization, and no more than four (4) monthly installments for a Consumer Client. Payment plans carry no interest or finance charge. On a payment plan:
If Client has a concern about a charge, Client agrees to raise it with Designer first. Disputing a card payment for work that was delivered as agreed is a breach of this Agreement. In that case the disputed amount stays due, the steps in Section 4.5 apply, and Client also owes any dispute fees charged to Designer.
The “Launch Date” is the day the website is first made publicly available on Client's domain. It is distinct from the Completion Date in Section 4.3: the final balance is due when the work is complete, whether or not the site has launched. On the Launch Date:
Launch delayed by Client. If the site has not launched within thirty (30) days after the Completion Date for reasons on Client's side (pending review, approval, content, domain or DNS access, hosting decisions, or no reply), any hosting and maintenance plan Client has chosen starts on that thirtieth day instead, because the finished site is already occupying Designer's server and being kept up to date from then. Launch itself still happens only after the final balance is paid.
Project closed while launch is on hold. From that thirtieth day the project is treated as delivered and accepted: any included post-launch support period and the warranty in Section 8.1 run from the Completion Date, not from launch. Changes that accumulate while launch is on hold (new text, prices, photos, pages, or features) are new work under Section 6, billed at the rate in Section 4.1, and are not covered by the included revision rounds. If launch is still on hold ninety (90) days after the Completion Date, the work needed to launch (updating, re-testing, re-deploying) is also billed at that rate, and Section 5.4 may apply if Client has stopped responding.
Paying late does not move the Completion Date, the Launch Date, the start of hosting or maintenance, or the monthly billing day. A website is not hosted or maintained for free while an invoice is unpaid: the fees for that time remain due, and Section 2.6 (taking the site offline) and Section 4.4 (late fees) apply from the dates stated there. The invoice and Square's automatic reminders are the only notices required (Section 4.4).
Any discount, special rate, or free (pro bono) work applies only to the scope written in the Project Proposal, and this Agreement applies to the project in full regardless of the price. Reduced pricing is granted on the basis of what Client tells Designer about its organization and purpose (for example, that it is a non-profit), and Designer relies on that without asking for proof.
Client may cancel a project at any time by written notice. The amount owed depends on how far the project has progressed when that notice is received, measured as described in Section 4.2:
| Stage at Cancellation | Amount Owed to Designer |
|---|---|
| Before any work begins | Deposit is kept; nothing further is owed |
| Work started, under 25% complete | 100% of hours worked + 25% of remaining estimate |
| 25%–49% complete | 100% of hours worked + 35% of remaining estimate |
| 50% or more complete | 100% of hours worked + 50% of remaining estimate |
| Work complete, Client declines to approve or launch | 100% of total project fee |
Amounts already paid are credited against these figures. Ownership of the work passes to Client only for the parts that have been paid for in full; unpaid and unfinished work remains Designer's property (Section 10.1).
If Client does not respond or provide required materials within five (5) business days, the project moves to the back of Designer's queue and any stated delivery dates no longer apply.
If Client does not respond for thirty (30) or more consecutive calendar days, Designer may declare the project Suspended. An invoice for all work to date is then issued, due on receipt (Section 4.4). Resuming a Suspended project requires payment of that invoice plus a 10% reactivation fee, and depends on Designer's availability at that time.
Before declaring Suspension, Designer sends one (1) written notice by email to the address in the Project Proposal. No further notice is required: Abandonment and file deletion then follow automatically on the dates in Sections 5.4 and 5.5. A notice counts as given once sent, even if Client does not read or answer it. Client is responsible for keeping its contact details current and for checking that address.
If Client takes no action for ninety (90) or more consecutive calendar days, Designer may declare the project Abandoned. Abandonment is treated as cancellation by Client on that date: the amounts in Section 5.1 become due immediately, the deposit is kept, unpaid work remains Designer's property, and a new Project Proposal and deposit are required to start again.
Once a project is declared Abandoned, Designer retains all project files, drafts, and staging environments for ninety (90) additional calendar days. If Client has not re-engaged and settled outstanding balances within that window, all project materials may be permanently deleted without further notice. After deletion, resuming the project requires a new Agreement, a new deposit, and rebuilding from the beginning at then-current rates.
All delivery estimates assume that Client provides materials, feedback, and approvals on time. Each day a review or piece of content is outstanding extends the timeline by the same amount. Intermittent responsiveness (days of activity followed by weeks of silence) cancels any stated delivery dates; when Client returns, scheduling resumes based on Designer's availability at that time.
The final invoice serves as written notice that the agreed scope is complete (the Completion Date, Section 4.3) and is due on receipt under Section 4.4. From the date it is sent, Client has five (5) business days to report anything that does not match the Project Proposal; Designer corrects genuine mismatches, but reporting them does not suspend payment, and if Client does not respond the project is deemed complete and accepted. Launch, file delivery, or transfer still happens only after payment (Section 4.3), and hosting and maintenance start under Section 4.10.
Hosting, maintenance, and retainer fees remain due each billing period whether or not Client uses the included hours, responds to Designer, or provides requested access. Only cancellation under Sections 2.6 or 2.7 ends them.
Unless otherwise stated in the Project Proposal, each project includes two (2) rounds of revisions per major deliverable. A “revision round” is a single, consolidated set of changes submitted in one communication, not individual requests spread over multiple messages.
Revisions beyond the included rounds are billed at $100.00/hour with a fifteen (15) minute minimum. Designer notifies Client before any billable revision work begins.
New features, additional pages, scope changes, or substantial additions require a written, signed Change Order before work begins. Minor changes estimated under two (2) hours may be confirmed via email. All Change Orders specify additional fees and timeline impact.
If Client does not provide written feedback or approval on a deliverable within five (5) business days of delivery, it is deemed approved. Work proceeds on that basis. Subsequent changes fall outside the original scope and are billed accordingly.
Designer may immediately terminate this Agreement upon written notice if Client: (a) materially breaches any term; (b) fails to pay any invoice within thirty (30) days of the due date; (c) engages in abusive, harassing, or threatening conduct; (d) requests unlawful, defamatory, fraudulent, or obscene work; or (e) provides materially false information.
If Designer terminates for cause, all outstanding invoices become due immediately, all licenses to the work are revoked until full payment is received, and Designer keeps all deposits as liquidated damages.
Designer reserves the right to decline or discontinue any project at Designer's sole discretion, provided that unearned deposit portions are refunded proportional to work not yet performed.
That refund does not apply, and the deposit is kept, where Designer discontinues the project because Client gave inaccurate information about itself, its organization, or the project (Section 4.11), or because the scope has grown beyond the Project Proposal without a signed Change Order (Section 6.3). In those cases work performed to date is billed at the rate in Section 4.1, and files are delivered once that invoice is paid (Section 4.3).
Designer warrants that original deliverables will materially conform to the Project Proposal specifications for thirty (30) days from the Completion Date (Section 4.3). Designer's sole obligation under this warranty is to correct non-conforming work at no charge during that period.
The warranty ends automatically if: (a) Client or anyone other than Designer modifies the deliverables; (b) hosting, the CMS core, themes, or plugins are not kept up to date, unless Designer is responsible for that under Designer Hosting or a maintenance plan; (c) a third-party platform makes breaking changes; or (d) Client's domain, hosting, or SSL certificate lapses.
Designer makes no guarantee of any specific business outcome, including search rankings, traffic, conversion rates, revenue, or advertising performance. All projections are good-faith estimates only.
Websites built on WordPress, Shopify, Squarespace, or any third-party platform are subject to those platforms' own terms and technical changes. Designer is not liable for disruption or incompatibility arising from third-party platform changes after project delivery.
Client acknowledges that these liability limitations reflect a reasonable, negotiated allocation of risk and form an essential basis of the parties' agreement. Designer would not have entered into this Agreement on the same economic terms without these limitations.
Upon receipt of payment in full, Designer assigns to Client all copyright and ownership rights in the original, custom deliverables created specifically for Client (“Custom Deliverables”), including source files where applicable. No IP transfer occurs, and no license is granted, until all fees are paid in full, except the revocable license during a payment plan under Section 4.8.
Designer retains all rights in pre-existing tools, code libraries, frameworks, design systems, and templates (“Designer Tools”). Where incorporated into deliverables, Designer grants Client a non-exclusive, non-transferable, perpetual license to use those tools solely as incorporated. Client may not sell, sublicense, or repurpose Designer Tools independently.
Deliverables may incorporate stock photos, fonts, WordPress themes, plugins, and open-source libraries (“Third-Party Materials”). These are governed by their respective licenses and cannot be assigned or transferred by Designer. Client is responsible for maintaining all required licenses after delivery.
Client warrants that it owns or has full legal right to use all content provided to Designer. Client is solely responsible for all legal issues arising from Client Content, including infringement, defamation, or privacy violations.
Designer may show completed work in its portfolio, on its website, in case studies, and in marketing materials, on a perpetual, non-exclusive, royalty-free basis. Client may ask in writing that a project not be shown, and Designer will honor reasonable requests.
Unless Client requests otherwise in writing, Designer may include a discreet credit link to Amity Website Design in the website footer. Credit removal may be offered as an optional paid add-on.
Designer uses a person's name, photo, likeness, or testimonial in its own portfolio or advertising only with that person's written consent, which may be given by email, as M.G.L. c. 214, § 3A requires. Showing the finished website itself under Section 10.5 does not need this consent. Client warrants that it has the written consent of every person whose name, photo, or likeness appears in Client Content or in footage Client asks Designer to use for advertising.
Client agrees to provide all required content, materials, logins, feedback, and decisions promptly as specified in the Project Proposal. Delays caused by Client inaction extend timelines and release Designer from stated delivery dates.
Client is solely responsible for the accuracy, legality, and completeness of all information and content provided. Designer is not liable for errors or legal issues arising from inaccurate Client Content.
Client shall review and respond to all deliverables within five (5) business days of delivery. Failure to respond constitutes deemed approval as defined in Section 6.4.
Client designates one authorized contact for the project. Designer will not act on conflicting instructions. Where conflicts arise, Designer will seek clarification from the designated contact before proceeding.
Client agrees to use all deliverables solely for lawful purposes consistent with applicable law and the rights of third parties.
Massachusetts requires the consent of everyone on a call or in a conversation before it is recorded (M.G.L. c. 272, § 99). Neither party will record a call, video meeting, or conversation with the other without telling everyone taking part and getting their agreement first. Visible filming that is part of a videography project is covered by Section 2.3.
To perform project work, Designer may request temporary access to Client's: hosting control panel (cPanel, Plesk), domain registrar accounts (GoDaddy, Namecheap, Cloudflare), CMS administrator accounts (WordPress, Squarespace), FTP/SFTP servers, Google Search Console, Google Analytics, Meta Business Suite, and other third-party accounts as necessary.
Designer commits to: use credentials solely for agreed project work; not share credentials with unauthorized third parties; store credentials in an encrypted password manager; and permanently delete all stored credentials within five (5) business days of project completion or termination. For Clients on Designer Hosting or a maintenance plan, credentials needed for that ongoing work are kept for the life of the plan and deleted within five (5) business days after it ends.
Client agrees to change all passwords, access tokens, API keys, and credentials shared with Designer within five (5) business days of project completion or, for hosting and maintenance Clients, of the end of their plan. Failure to do so is entirely at Client's own risk.
Where Client's site is not on Designer Hosting, Designer is not responsible for the ongoing security, uptime, performance, or backups of Client's hosting environment. Designer Hosting is governed by Section 2.6. In every case, Clients are strongly advised to maintain independent, regular backups.
Designer does not own, operate, or control any third-party service and is not responsible for their availability, reliability, security, or pricing changes. Client is responsible for reviewing and complying with the terms of any third-party services used.
WordPress, Shopify, Squarespace, hosting providers, and plugin developers may update or discontinue services at any time after delivery. Designer is not liable for disruption or incompatibility arising from such changes.
Designer's website may link to third-party sites for informational purposes. Designer expressly disclaims responsibility for the content, privacy practices, or availability of any linked third-party site.
Designer's collection, use, and storage of personal data is governed by the separate Privacy Policy, incorporated into this Agreement by reference.
Designer maintains reasonable safeguards consistent with Massachusetts 201 CMR 17.00 where applicable. In the event of a qualifying security breach under M.G.L. c. 93H, Designer will notify Client without unreasonable delay. For personal information that Designer only stores or maintains for Client (for example on a Designer-hosted website), Client is the owner of that information and is responsible for the notices M.G.L. c. 93H, § 3(b) requires; Designer will cooperate and share what it knows about the breach.
Designer processes Client Data solely as a service provider under Client's instructions. Designer does not sell, rent, or trade personal data of Client or Client's customers.
Client agrees to indemnify, defend, and hold harmless Designer, its principals, employees, contractors, and agents from all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Client Content; (b) Client's use of deliverables in violation of law or third-party rights; (c) Client's breach of this Agreement; (d) Client's failure to change credentials per Section 12.4; (e) claims by Client's customers, users, or partners arising from Client's business operations.
Designer will defend Client against third-party claims that Designer's original, custom work product (excluding Client Content and Third-Party Materials) infringes a valid U.S. copyright or trademark, provided Client promptly notifies Designer, grants Designer control over defense and settlement, and cooperates fully.
Neither party is liable for delay or failure to perform where such failure results from circumstances outside that party's reasonable control, including acts of God, natural disasters, pandemic, civil unrest, war, terrorism, government action, telecommunications failure, power outage, or internet disruption.
The affected party shall notify the other in writing as soon as practicable. If the event persists for more than sixty (60) consecutive days, either party may terminate upon written notice. Designer is entitled to payment for all work completed to date.
Either party may initiate dispute resolution by written notice. The parties shall negotiate in good faith for thirty (30) days before pursuing other remedies.
If negotiation fails, the parties submit the dispute to non-binding mediation in Dukes County, Massachusetts, before a mutually agreed mediator, costs split equally.
If mediation is unsuccessful, either party may pursue legal remedies in the courts of Dukes County, Massachusetts, or the U.S. District Court for the District of Massachusetts. The prevailing party is entitled to recover reasonable attorneys' fees and court costs, except where a statute such as M.G.L. c. 93A sets a different rule for fees.
Where M.G.L. c. 93A, § 9 applies, a Client asserting a consumer protection claim must first send Designer a written demand letter, at least thirty (30) days before filing suit, identifying the alleged unfair or deceptive act and the relief sought, as that statute requires.
Sections 17.1 and 17.2 do not apply to collecting unpaid invoices. Designer may pursue an unpaid balance directly, including in the small claims session of the Edgartown District Court (for claims within the limit in M.G.L. c. 218, § 21), without first negotiating or mediating.
This Agreement is governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law provisions. The parties consent to exclusive jurisdiction and venue in the state courts sitting in Dukes County, Massachusetts, or the United States District Court for the District of Massachusetts, for all disputes.
Designer may, without Client's prior consent, assign or transfer this Agreement to: (a) a successor entity resulting from a merger, acquisition, or restructuring; (b) a purchaser of all or substantially all of Designer's business assets; or (c) an affiliate under common ownership. Designer will provide written notice to all active Clients within thirty (30) days of any such assignment.
This Agreement is binding upon and inures to the benefit of both parties and their respective heirs, successors, and permitted assigns. Any assignee assumes all of Designer's obligations with respect to active projects at the time of assignment.
Upon any transfer of Designer's business: (a) all prepaid deposits remain credited to Client's active project; (b) all active Project Proposals remain binding on the successor; (c) Client may terminate any active Project Proposal within thirty (30) days of receiving transfer notice if the successor materially changes service terms, and shall receive a pro-rated refund of unearned prepaid amounts.
In connection with any sale, non-personally-identifying business information (including general project type descriptions, industry categories, and aggregate revenue metrics) may be disclosed to prospective purchasers under binding NDAs. No Client name, personal identifying information, or specific project details will be disclosed without Client's prior written consent, except as required by law or to complete an actual transfer to a qualified successor who has assumed all obligations under this Agreement.
Client may not assign, transfer, or sublicense any rights or obligations under this Agreement without Designer's prior written consent. Any purported assignment without consent is null and void.
In the event of the death, incapacity, or permanent inability of Designer's principal to perform services, Designer's estate or legal representative shall: (a) notify all active Clients within thirty (30) days; (b) provide a pro-rated refund of any unearned prepaid amounts; (c) transfer all completed work product to Clients to the extent work has been paid for; and (d) keep Designer-hosted sites online through the end of their paid billing period and provide their site files so Clients can move them to another host.
Designer maintains a portfolio of domain names and digital assets that are entirely separate from Client deliverables and exclusively owned by Designer. No Client engagement grants any right, title, or interest in Designer's domain portfolio, social media accounts, YouTube channels, or other digital properties, except as explicitly provided in a signed Project Proposal.
Designer may update these Terms at any time, reflected in the Effective Date above. Each project is governed by the version in effect when its Project Proposal was signed. A new version applies to projects signed after its Effective Date, or to an existing project if Client agrees in writing. For hosting, maintenance, and retainer plans, a new version applies from the first billing period after it is posted here; the next invoice notes the change, and paying that invoice or continuing the plan constitutes acceptance. Client may instead cancel the plan under Sections 2.6 or 2.7.
If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable; all remaining provisions continue in full force.
Designer's failure or delay in enforcing any provision does not constitute a waiver of that right. All waivers must be in writing to be effective.
Designer is an independent contractor, not an employee, partner, joint venturer, or agent of Client. Neither party may bind the other to any obligation without express written authorization.
All formal notices required under this Agreement must be sent by email to the address in the Project Proposal (or the address most recently used for the project), or by certified mail. Invoices and payment reminders sent through Square count as written notice for anything related to payment. Email notice is effective when sent unless the sender receives a delivery failure; certified mail is effective on delivery.