General Terms and Conditions

92 West’s general terms of agreement between our clients and 92 West.

Modifications to the Agreement and Scope Creep

Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work. Should the maximum time estimated for any given process be met or exceeded due to scope creep, it will be 92 West’s responsibility to notify the Client. A fee of $100.00 per hour will be applied to the total amount due at project completion for the additional hours if needed.

Timing

Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal, and that any delays in Client’s performance or changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.

Expenses

Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of ten percent (10%), and, if applicable, a mileage reimbursement at $0.50 per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.

Cancellation Fees

Should the Client desire to terminate prior to project completion, a fee of $150.00 will be applied to the balance owed and based on time used on the current process known as Payment(s) or Milestone(s). Should the time used on the current process not exceed the amount paid, a refund of the difference will be applied based on the amount paid. All cancellation requests must be submitted through https://www.92west.com/contact-us/.

Limitation of Liability

Client agrees that it shall not hold 92 West or its agents or employees liable for any incidental or consequential damages which arise from 92 West’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of 92 West or a third party. Furthermore, 92 West disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

Arbitration and Dispute Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days following written notice of the dispute, submitted through https://www.92west.com/contact-us/.

Any dispute arising out of or relating to this Agreement that is not resolved through negotiation shall be submitted to binding arbitration in Douglas County, Nebraska, before a single arbitrator, conducted under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator within thirty (30) days, the arbitrator shall be appointed by the American Arbitration Association in accordance with its rules. The arbitrator shall be an attorney or a retired judge.

Notwithstanding the foregoing, either party may bring an individual claim in the small claims court of Douglas County, Nebraska, in lieu of arbitration, provided the claim falls within that court’s jurisdictional limits.

Each party shall bear its own attorney’s fees. Filing fees, administrative fees and arbitrator compensation shall be borne equally by the parties, except that the arbitrator may award costs and reasonable attorney’s fees to the prevailing party. The arbitrator’s award shall be final and binding on all parties, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, and not any state arbitration law, governs this provision.

Programming, Technology and Software Updates

92 West is not responsible for programming issues or debugging past 30 days of project completion. This includes software updates, browser and/or server configuration updates that may interfere with the site’s current programming. 92 West is not responsible for any third party software. Browser testing is limited to the current and immediately preceding major versions of Safari, Firefox, Chrome and Edge.

Ownership of Deliverables

All Deliverables produced by 92 West under this Agreement, including designs, layouts, copy, code, and associated files, remain the sole property of 92 West until all invoices associated with the applicable Proposal have been paid in full. Upon receipt of payment in full, ownership of the final Deliverables transfers to the Client, except where the applicable Proposal specifies different or additional terms, in which case the terms of that Proposal control.

Prior to transfer of ownership, Client is granted no license to use, reproduce, modify, distribute, publish or display the Deliverables. Use of any Deliverable prior to payment in full constitutes unauthorized use.

Transfer of ownership does not extend to third party materials incorporated into the Deliverables. Stock photography, illustration, video, audio, typefaces, plugins, themes, frameworks and software licenses remain governed by the license terms of the originating vendor. The scope of Client’s rights in any such material is determined by the license under which it was purchased and by whether that license permits transfer or reassignment to the Client. Where a license is not transferable, Client is responsible for obtaining its own license for continued use of that material. Where a license carries a recurring or renewal fee, that fee is the responsibility of the Client following transfer of ownership unless otherwise stated in the Proposal.

Payment

4.) Payment Information

You agree to supply appropriate payment for the services received from 92 West, in advance of the time period during which such services are provided. Subject to all applicable laws, rules, and regulations, all payments will apply to the oldest invoice(s) in your billing account. You agree that until and unless you notify 92 West of your desire to cancel any or all services received, those services will be billed on a recurring basis.

Cancellations must be done in writing through the contact form at https://www.92west.com/contact-us/. Once we receive your cancellation and have confirmed all necessary information with you via e-mail, we will inform you in writing (typically email) that your account has been canceled. Your cancellation confirmation will contain a ticket/tracking number in the subject for your reference, and for verification purposes. You should immediately receive an automatic “Your request has been received…” email with a tracking number. An employee will confirm your request (and process your cancellation) shortly thereafter. If you do not hear back from us, or do not receive the automatic confirmation email within a few minutes after submitting your cancellation, please contact us immediately via phone. We require that cancellations of service are submitted through the online form to (a) confirm your identity, (b) confirm in writing you are prepared for all files/emails to be removed, and (c) document the request. This process reduces the likelihood of mistakes, fraudulent/malicious requests, and ensures you are aware that the files, emails, and account may be removed immediately after a cancellation request is processed.

As a client of 92 West, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree that until and unless you notify 92 West of your desire to cancel any or all services received (by the proper means listed in the appropriate section of the Terms of Service), those services will be billed on a recurring basis, unless otherwise stated in writing by 92 West. 92 West reserves the right to bill your credit card or billing information on file with us.

It is the customer’s responsibility to notify our Billing department via a support request submitted through https://www.92west.com/contact-us/ after paying for a monthly service. Monthly service renewal notices and invoices are provided as a courtesy reminder and 92 West cannot be held responsible for failure to renew a monthly service or failure to notify a customer about a service’s renewal.

Subsequently, monthly service renewals are billed and renewed once a month at the start date of the monthly service date. It is the customer’s responsibility to notify our Billing department via a support request submitted through https://www.92west.com/contact-us/ for any monthly service cancellation. No refunds can be given once a monthly service is renewed. All digital or physical purchases, registrations, and renewals are final.

Invoices that have been paid more than once with multiple PayPal Subscriptions can only be added as credit towards the account and cannot be refunded via PayPal. If you require assistance with this provision, please visit https://www.92west.com/contact-us/ to create a support request to our Billing department.

92 West reserves the right to change the monthly payment amount and any other charges at any time.

4a.) Past Due Accounts and Suspension

All invoices are issued on Net 10 terms. Payment is due in full within ten (10) days of the invoice date. Any balance remaining unpaid beyond the Net 10 term is considered past due and is subject to suspension without further notice, at the sole discretion of 92 West.

Any invoice that remains outstanding beyond the Net 10 term will incur a late fee of twenty-five dollars ($25.00) or fifteen percent (15%) of the past due balance, whichever is greater. The late fee is assessed one time per invoice, is applied in addition to the amount owed for services rendered, and does not accrue on a recurring or compounding basis.

Past due status applies to any outstanding balance on the account regardless of service type. Suspension for non-payment applies across all services on the account, including hosting, active project work, campaign management and any other service being provided, regardless of which invoice is past due. Any project timeline affected by a suspension shall be extended by the period of suspension plus a reasonable requeue period, and such delay shall not constitute a breach of any term, condition or obligation of 92 West under this Agreement.

Payment terms other than Net 10 apply only where agreed to in writing by 92 West prior to invoicing. Verbal arrangements and informal correspondence do not constitute a modified payment term.

Access to the account and to services will not be restored until the account balance, including any applicable late fees, has been paid in full and payment has cleared. Past due, delinquent or accounts in mediation are subject to suspension until the amount due is agreed upon and the balance is $0.00, unless a written agreement between 92 West and Client is made.