Last Updated: 12/18/2024
1. Agreement Overview
This Agreement constitutes a legally binding contract between Fluid22 (“Developer”) and You (“Client”). By signing the proposal and submitting the required deposit, Client expressly agrees to the terms and conditions set forth herein.
2. Scope of Services
Fluid22 shall design and develop a website for Client in accordance with the specifications and requirements outlined in the proposal. The total cost of the project shall be as outlined in the proposal delivered to Client.
3. Client Responsibilities
3.1.1. Authority to Enter into Agreement: Client warrants that Client has full legal authority to enter into this Agreement on behalf of themselves, their company, or their organization.
3.1.2. Provision of Assets and Information: Client shall provide Fluid22 with all necessary assets, content, and information in the formats specified by Fluid22.
3.1.3. Timely Feedback and Approval: Client shall review work, provide feedback, and grant approvals in a timely manner. Deadlines shall be mutually agreed upon and binding.
3.1.4. Payment Obligation: Client shall follow the payment schedule and terms set forth in this Agreement.
4. Design
4.1. Iterative Design Process: Fluid22 will create look-and-feel designs and flexible layouts that adapt to various devices and screen sizes. Designs are created iteratively, and Fluid22 may use visuals to indicate a creative direction.
4.2. Feedback and Cancellation: Client may provide feedback during the design process, and Client has the right to cancel the project, subject to payment for work completed up to the cancellation point, usually covered by surrendering the initial deposit.
5. Text Content
5.1. Copywriting Services: Fluid22 offers copywriting services, but guidance must be provided by Client. Fluid22 may rewrite existing content if included in the project scope, and adjustments can be made based on Client’s feedback.
6. Graphics and Photographs
6.1. Required Formats: Client must provide graphic files in an editable, vector digital format and photographs in a high-resolution digital format. If unable to provide in this format, Fluid22 may offer access to its stock library.
7. HTML, CSS, and JavaScript
7.1. Delivered Content: Fluid22 will deliver HTML markup, CSS stylesheets, and unobtrusive JavaScript based on the chosen content management system.
8. Browser, Mobile, and Responsive Design Testing
8.1. Browser Testing: Fluid22 will test its work in current versions of major desktop browsers, including Safari, Chrome, Edge, and Firefox. Enhanced design for older browsers may be estimated separately.
8.2. Mobile Browser Testing: Testing will be conducted on iOS (Safari) and Android (Google Chrome). Testing for other mobile browsers may be estimated separately.
8.3. Responsive Design Testing: Fluid22 will perform responsive design testing on a selection of widely used screen sizes to promote compatibility across commonly utilized modern devices. Notwithstanding the foregoing, Fluid22 does not warrant or guarantee full responsiveness or compatibility on devices that are more than five (5) years old, regardless of whether such devices are operating with current software.
9. eCommerce Responsibilities
9.1. Product Entry: Unless explicitly stated in the proposal, Fluid22 does not handle the organization, pricing, or entry of any product details for an eCommerce website. The responsibility for managing the eCommerce products lies solely with Client.
9.2. Fluid22 Liability: Fluid22 is not responsible for the accuracy, completeness, or any other aspect of the product information provided by Client. Any issues or liabilities arising from the eCommerce product details are the responsibility of Client.
10. Technical Support
10.1. Training and Support: Fluid22 will provide top-level training videos for using basic tools within Client’s site. Additional technical support services may be provided at Fluid22’s current Professional Rates.
11. Search Engine Optimization (SEO)
11.1. No Guarantee of Ranking: Fluid22 does not guarantee improvements to Client’s website search engine ranking but ensures that its work is accessible to search engines.
12. Changes and Revisions
12.1. Flexibility: Client has the freedom to make changes during the project, subject to additional estimates for extra work.
13. Legal Liability
13.1. Error Disclaimer: While Fluid22 aims to deliver high-quality work, it cannot guarantee error-free results and is not liable for any damages, including lost profits or savings.
13.2. Limitation of Liability: Fluid22’s liability is limited to the amount of fees payable under this Agreement.
14. Intellectual Property Rights
14.1. Ownership and Permissions: Client guarantees that the elements provided by Client are either owned by Client or used with proper permissions. Fluid22 will assign intellectual property rights to Client for the work it delivers.
14.2. Ownership of Completed Work: Upon receipt of complete payment for all project fees, all ownership rights, title, and interest in the completed website, including but not limited to its design, content, and functionality, shall be transferred to and vest in the Client. Following such payment, Fluid22 relinquishes all claims, rights, and interests in the website and its associated components. In the event of non-payment or partial payment of project fees, Fluid22 retains the exclusive right to revoke any and all licenses pertaining to website plugins, design elements, and source code, and furthermore reserves the right to prevent or terminate the publication and deployment of all work products associated with the project.
15. Displaying Our Work
15.1. Portfolio Display: Fluid22 reserves the right to showcase its creative work, including sketches and completed projects, on its portfolio and articles, unless agreed otherwise.
16. Feedback Obligation
16.1. Feedback Requirement: Upon delivery of project deliverables, Client must provide constructive, specific feedback within thirty (30) calendar days.
16.2. Hold Status and Final Payment: If Client fails to provide feedback within thirty (30) days, Fluid22 may process the final payment and place the project into temporary hold status pending Client re-engagement. No revisions or further work will be undertaken until Client resumes communication and outstanding balances are paid in full.
16.3. Extended Inactivity: If Client remains inactive for sixty (60) or more consecutive days, Fluid22 may deem the project complete, collect the final balance, and transfer the account to a licensed collection agency if necessary.
16.4. No Cancellation for Inactivity: If final payment is processed due to Client’s inactivity, Client forfeits all rights to cancel the project.
16.5. Termination of Services: Failure to comply with this Feedback Policy constitutes material breach of contract and may result in Fluid22’s termination of services.
16.6. Communication and Extensions: Client is encouraged to communicate any anticipated delays. Extensions may be granted solely at Fluid22’s discretion.
17. Payment Agreements & Site Access Restrictions
17.1. Deposit: A non-refundable deposit is required to initiate work.
17.2. Final Payment: Final payment is due within thirty (30) days of project completion or upon Client’s request to move the site live.
17.3. Project Initiation Timeline: If Client fails to initiate the project within three (3) months of signing, the deposit becomes non-refundable. The project may be resumed subject to Fluid22’s availability and updated scope.
17.4. Late Payment Penalties: Late payments accrue a 5% fee per month on the outstanding balance until paid in full.
17.5. Hold Status: If Client fails to provide required feedback within sixty (60) days, Fluid22 may deem the project complete, collect final payment, and place the project into hold status.
17.6. Site Access Restriction: Fluid22 retains sole administrative access to the website until all outstanding balances are paid.
18. Post-Live Maintenance & Site Management
18.1. Client Responsibility: After the website has been moved to live status, Client assumes full responsibility for maintaining and managing the site. This includes keeping all software, plugins, and themes up to date, ensuring content remains current, managing user accounts, and performing backups.
18.2. Fluid22’s Role: Fluid22’s primary responsibility concludes once the site is live and handed over to Client. Fluid22 is not responsible for ongoing maintenance unless contracted separately.
18.3. Site Functionality: Fluid22 does not guarantee indefinite functionality of the website. Ongoing functionality depends on proper management by Client.
18.4. Additional Services: Post-live maintenance services may be offered separately under additional fees.
18.5. Disclaimer: Fluid22 is not liable for any losses, damages, or disruptions to business that may occur after the website has been moved live, regardless of whether the website is hosted, managed, or maintained by Fluid22. Client acknowledges and accepts that ongoing performance, uptime, security, and functionality are not guaranteed under this Agreement, unless otherwise set forth in a separate written maintenance or hosting agreement.
19. Refunds & Cancellation
19.1. No Refunds After Going Live: Once the site is launched at Client’s request, no refunds shall be issued.
19.2. Cancellation Prior to Going Live: If Client cancels prior to launch, Fluid22 may withhold up to 100% of the deposit for work completed.
19.3. No Cancellation After Design Completion: Once the full site design is completed, Client may not cancel the project.
19.4. Inactivity: If Client becomes inactive and fails to respond for sixty (60) or more consecutive days, Fluid22 may close out the project, process the final balance due, and place the project into hold status. If final payment is collected due to inactivity, no cancellations shall be permitted.
20. General Provisions
20.1. Non-transferable Agreement: This Agreement cannot be transferred to anyone else without mutual consent.
20.2. Compliance with Laws: Both parties agree to adhere to all relevant laws and regulations related to the Agreement.
20.3. Validity of Provisions: If any provision of this Agreement is deemed unenforceable, it shall not affect the validity of the remaining provisions.
21. Governing Law
21.1. Exclusive Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah.
22. Amendments & Acceptance
22.1. Amendments: Fluid22 may amend these terms without notice. Amendments apply prospectively to all new projects after their effective date.
22.2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.
22.3. Entire Agreement & Acceptance: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or agreements, whether written or oral.