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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 in 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.
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 on WordPress, Squarespace, and related platforms, 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.
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.
Unless explicitly listed in a Project Proposal, the following are excluded: domain registration/renewal fees, web hosting fees, SSL certificates, premium plugin or theme licenses, stock photography licenses, payment processor setup fees, legal or compliance review, content writing, and translation services.
An initial consultation is required prior to commencement. Estimates discussed during consultation are non-binding until 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.
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 upon execution of the Project Proposal. No work commences until the deposit clears. For projects estimated under $500, the full amount is due upfront.
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.
All invoices are due within fifteen (15) days of the invoice date. 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.
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.
If Client cancels after work has commenced, the following fees apply based on project completion at the time of written cancellation notice:
| Stage at Cancellation | Amount Owed to Designer |
|---|---|
| Before any work begins | Deposit forfeited; no further obligation |
| 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 |
| Deliverables complete — Client refuses final approval | 100% of total project fee |
IP rights transfer to Client only for portions fully paid for. Unpaid work product and incomplete deliverables remain Designer's exclusive property.
If Client fails to respond or provide required materials within five (5) business days, the project is moved to the back of Designer's queue. Any stated delivery dates are void.
If Client fails to respond for thirty (30) or more consecutive calendar days, Designer may declare the project Suspended: an invoice for all work to date is issued (due within 15 days); reactivation requires full payment plus a 10% reactivation fee; Designer does not guarantee availability upon reactivation.
If Client fails to take any action for ninety (90) or more consecutive calendar days, Designer may declare the project Abandoned: the full remaining balance becomes immediately due; all deposits are forfeited; all rights to any work product revert to Designer; a new Agreement and deposit are required to resume.
Designer will make documented, good-faith communication attempts before declaring Suspension or Abandonment.
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.
Upon termination for cause: all outstanding invoices become immediately due; all IP licenses are revoked until full payment is received; Designer retains 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.
Designer warrants that original deliverables will materially conform to the Project Proposal specifications for thirty (30) days following delivery. Designer's sole obligation is to correct non-conforming work at no charge during this period.
The warranty is automatically void if: (a) Client or any unauthorized party modifies the deliverables; (b) Client fails to maintain hosting, WordPress core, themes, or plugins; (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, 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.
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 retains a perpetual, irrevocable, non-exclusive, royalty-free right to display completed work in portfolio, website, case studies, and marketing materials. Client may request omission via written notice.
Unless Client requests otherwise in writing, Designer may include a discrete “Designed by Amity Website Design” credit in the website footer. Credit removal may be offered as an optional paid add-on.
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.
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 using best-effort encrypted tools; and permanently delete all stored credentials within five (5) business days of project completion or termination.
Client agrees to change all passwords, access tokens, API keys, and credentials shared with Designer within five (5) business days of project completion. Failure to do so is entirely at Client's own risk.
Designer is not responsible for the ongoing security, uptime, performance, or backups of Client's hosting environment. 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, 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.
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.
As required by M.G.L. c. 93A § 9, Clients asserting a consumer protection claim must send Designer a written 30-day demand letter identifying the alleged unfair or deceptive act and relief sought before filing any Chapter 93A lawsuit.
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 and federal courts of Dukes County, Massachusetts for all disputes.
If any provision is found unenforceable, it shall be modified to the minimum extent necessary; all other provisions remain in full force. Failure to enforce any provision is not a waiver of that right.
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; and (c) transfer all completed work product to Clients to the extent work has been paid for.
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. For active Clients, material changes will be communicated by email at least fourteen (14) days before taking effect. Continued use of Designer's services after such notice constitutes acceptance.
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 via email with read-receipt or certified mail. Notice is effective upon confirmed delivery.