Approvals
The client will be ultimately responsible for final approval of all comps. It is important to make all final corrections before the project goes live to avoid delays and additional fees. Reactive Development LLC is not liable for proof reading the content provided and generated. Reactive Development LLC is not liable for any work that has been finalized and approved by the client and made live.
Oral Authorization
Invoices will include (and the client shall be obligated to pay) fees or expenses that were orally authorized. Including but not limited to changes to layouts and programming.
Completion / Delivery Dates
Any delay in the completion of a project due to external forces beyond Reactive Development LLC’s control (such as unusual transportation delays, unforeseen problems at a vendor site, computer/Internet related issues, holidays, bad road conditions, etc.), or actions and negligence of the client (ex: content delivery delays), shall entitle me to extend the completion/delivery date, upon notifying the client, by the time equivalent of such a delay.
Copyright Responsibility
It is the sole responsibility of the client to ensure that any intellectual property (artwork, code, etc.) that they provide is owned by them in accordance with copyright laws. Reactive Development LLC cannot be held responsible for any copyright violations or resulting fees due to assets provided by the client.
Creative / Intellectual Property
Under U.S. copyright law, Reactive Development LLC will retain ownership of the original artwork pieces created for the client, although the client shall be owner of the final product/implementation (ex: website).
Modifications
Modifications of the project agreement must be written, except the invoice may include, and the client shall pay, fees/expenses that were verbally authorized.
Limitation of Liability
Reactive Development LLC cannot be held liable for any consequential or special damages, such as profit losses. Reactive Development LLC cannot be held liable for any damages financial or physical due to programming delays or issues.
Pricing and Payment
Projects are billed hourly or by the project, depending on the scope of the work. Specific fees and payment terms will be detailed in your project proposal. Half of the total amount due is required at the time this contract is signed. Final payment is required at the time of completion. Any work completed will not be given until final payment is received and cleared. A 5% monthly service charge is payable on all invoices over 30 days. Fees are non-refundable. Finished work not yet approved by client beyond 15 days shall be billed. There will be a $25.00 fee on all returned checks, plus any additional bank fees.
Expenses
Out-of-pocket expenses will be subject to an industry-standard markup to cover time and costs involved. Unless projected to be costly, they will not be included in proposal. Any expenses expected to be above $50.00 will be discussed with the client. The client shall reimburse us for expenses arising from this project, including but not limited to: photography, fonts, digital proofs, postage, travel, sales tax (when applicable), shipping, hiring of contract writers/designers, software, web hosting, and printing fees. Items generated in-house, such as color/black & white output and DVDs/CDs, or royalty-free images from my collection, will be billed at a flat rate fee per item, established by Reactive Development LLC. Mileage may be billed at the IRS 2011 mileage rate of $0.51 per mile.
Cancellation Fees
In the event of cancellation of a project, a fee for work completed shall be paid by the client. The cancellation fee is as follows: 50% of total project fee for preliminary work, concepts, or comps, 75% of total project fee after preliminary work but before completion, 100% of total project fee for completed work regardless of final approval. The ownership of all copyrights and original artwork, including designs & source code, and any other mockups, shall be retained by Reactive Development LLC. Any usage by the client of any of the project elements will result in appropriate legal action.
Attorney’s Fees and Costs
In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement; the Client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract or in which Reactive Development LLC may become a party by reason of this contract.
Promotional Use
Reactive Development LLC may reproduce any design, artwork, or layout in promotional materials such as brochures, mailers, and websites, unless otherwise requested by the client. I may use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, and the marketing of myself. Where applicable, the client will be given any necessary credit for usage of the project elements.
Authorization
Written approval or a signature on this document from you, the client, or payment of an invoice issued as a result of a quote or estimate, indicate authorization from your company to proceed with the project described within this document. You are stating that you are a legally authorized representative and are committing to pay for all fees incurred in the production of this project and that you agree to the Terms laid out here.
