92 West's general terms of agreement between our client's 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.
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.
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.
Should the client desire to terminate prior to project completion a fee of $150.00 will be applied to the balanced 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.
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.
Any disputes in excess of three hundred (300) US dollars arising out of this Agreement shall be submitted to binding arbitration in Douglas County, Omaha, Nebraska before a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. Parties must meet a minimum of 15 times within 90 days of filing. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. Should the client fail to meet any of the criteria the suit shall be considered void. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest incurred by 92 West should judgment be in favor of 92 West or it’s vendors.
PROGRAMMING, TECHNOLOGY AND SOFTWARE UPDATES
92 West is not responsible for programming issues or debugging post 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 latest versions of Safari, FireFox, Chrome, Edge Internet Explorer + IE 10 and 11.
ACCEPTANCE OF TERMS
The signature of both parties shall evidence acceptance of these terms. 92 West, it’s employees or vendors can not be held liable for any reason and reserves the right to terminate the contract at any time. All information provided is confidential. Unsigned proposal is valid 30 days post 08/22/2017.
Please be advised that should additional items be needed additional fees may apply. Also, should the scope of the project change the total due may also change.
Your signature or electronic acceptance of this proposal verifies your contractual participation. Please sign, e-mail or mail the signed approval of the contract to 92 West.
Prior to project start, 92 West will request a non-refundable, good faith payment of 1/2 of the services requested. Project start date begins post initial payment.