Client Service Agreement
Client wishes to hire Prototype Media Group to provide services relating to client's website design project. Designer has agreed to provide such services according to the terms of this Agreement.
Designer shall provide the client with website design services.
Cost, Fees and Payment
Client agrees to the price proposed via e-mail, and submitted below, for the project. A deposit is required to begin the project. This deposit is a non-refundable retainer. At minimum, the client agrees that the retainer fee as quoted fairly compensates the designer for committing to provide web design services and potentially turn down other projects / clients.
The remaining balance is due upon completion of your website. Once your remaining balance is received, your Wix website will be transferred over to you to take over site ownership. You will be responsible for upgrading to a Wix website hosting plan in order to connect your domain. Prototype Media Group will not be financially responsible for your web hosting.
If the client stops communicating with the designer and is unreachable for 10 business days or longer, the designer reserves the right to:
Cease all work on the website design project..
Charge a $50 fee to reinstate the project. This fee will not be counted towards client's total project cost.
If the client stops responding once the project is 75-100% completed, the designer reserves the right to bill the client's original method of payment as used to submit the deposit after 15 business days and at least three unsuccessful attempts to contact the client.
If the project is 75% completed, 25% of the total project cost will be charged to the client's method of payment as used for the deposit.
If the project is 100% completed, the remaining 50% balance will be charged to the client's method of payment as used for the deposit.
In the event that any copyright work(s) are created as a result of the services provided in accordance with this agreement, the designer owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the designer and may be used in the reasonable course of Designer's business.
Permitted Uses of Product(s)
Designer grants to client a non-exclusive license of product(s) produced (website) with and for client for personal or business use. Usage includes, but is not limited to, use within the following contexts:
The client agrees that such proprietary material is solely for client’s own use. Client may not sell this website or designer's work to any other party.
Any disclosure to a third party, copying or republishing any portion of the deliverable (website) or its contents is strictly prohibited and constitutes infringement.
Client has spent a satisfactory amount of time reviewing the designer's work and has a reasonable expectation that the designer will perform the services in a similar manner and style unless otherwise specified in this Agreement.
The designer will use reasonable efforts to ensure the client's desired services are produced in a style and manner consistent with the vendor's current portfolio and the designer will try to incorporate any reasonable suggestion made by client. However, the client understands and agrees that:
Every client is different, with different tastes, budgets, and needs;
Website design services are often a subjective art and the designer has a unique vision, with an ever-evolving style and technique.
The designer will use its artistic judgement when providing services, which may not include strict adherence to client's suggestions;
Although the designer will user reasonable efforts to incorporate the client's suggestions and desires when providing the client with the services, the designer shall have final say regarding the aesthetic judgement and artistic quality of the services.
Limit of Liability
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.
Loss of Product: In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, the designer shall refund the client a pro-rated portion of the Total Cost based on the amount of services that were completed/provided against the amount of services that were agreed to be completed/provided.
Indemnification: The client agrees to indemnify, defend and hold harmless the designer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to services and/or product(s) the designer provides to the client.
Sometimes, in order to complete a project or connect an app, the designer may need account access to a clients account. This may include:
- Client's Wix account
- Client's domain management account
- Client's Instagram account
The client shall provide the designer with access to their accounts if they choose. If they do not wish to provide such credentials, the client understands that the designer may not be able to do certain tasks. These tasks may include:
- Connect client's Instagram account to the Wix site
- Connect a previously purchased domain to the client's new Wix site
- Manage Wix Video content and/or other owner account specifics.
If client has to provide certain credentials to the designer, the designer agrees not to use any of this information except in connection with providing the services agreed upon. No personal information will be shared with any third party.
Unless otherwise provided herein, the client shall pay additional charges for all changes requested by the client which are outside the Scope of the Services on a time and materials basis, at the designer’s standard rate of $75 per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such changes.
Once the final balance is paid, Prototype Media Group will transfer ownership to the client's Wix account. Once this transfer is accepted, that serves as a confirmation of design approval. Any further changes after the website has been accepted are subject to a new agreement and/or will be billed at the designer's hourly rate of $75/hour. By accepting the site transfer, the client agrees that:
The designer is no longer responsible for any other changes, additions or revisions to the website. including revising any changes that the client makes.
The design is approved by the client and no refunds will be given.
Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:
A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
Failture to Perform Services
In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and
Excuse Client of any further performance and/or payment obligations in this Agreement.
The laws of Massachusetts govern all matters arising out of or relating to this Agreement, including torts.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
This Agreement constitutes the final, exclusive agreement between the parties relating to website design. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
The parties may amend this Agreement only by the parties’ written consent via proper Notice.