Please read all of the following carefully:
For all intents and purposes of this document, the following terms shall apply:
- FIRM – CLARITY BUSINESS DESIGN, a trade name of SOPER, LLC.
- CLIENT– an entity or individual who has has contracted services by and through CLARITY BUSINESS DESIGN; For the purposes of this document, the individual (and specific organization which they represent) subscribing to this service through https://community.claritybusiness.design.
- SUBSCRIPTION – Agreement to receive services from the FIRM according to the terms set in this checkout page.
- TOS – Terms of Service; This document.
- DESIGN – an original creation of the FIRM provided to the CLIENT. This includes but is not limited to: website design, logo design, brand identity guidelines.
- CONTENT – media provided by the FIRM to the CLIENT through or for the purpose of inclusion in at least one (1) DESIGN. This includes but is not limited to: written word (a.k.a. text or copy), audio clips & music, video, photography, graphics, and stock imagery.
- LICENSING FEE – a payment made by the CLIENT to allow for unrestricted use of DESIGN or CONTENT to which the FIRM has claim.
- PAYMENT – full compensation rendered by the CLIENT for the DESIGN and all applicable services performed by the FIRM, including but not limited to LICENSING FEES.
- VENDOR – An independent contractor or service provider hired by the FIRM to provide work under a SOW, or hired by the CLIENT to provide goods or services independent of any of the FIRM's SOWs.
- Domain – Your unique website address (e.g. ‘claritybusinessdesign.com')
- Hosting – Where your website files are stored for constant access online.
- DNS – Dynamic Name Systems; the mechanism which directs visitors to your Hosting & email systems when they use your Domain. We use CloudFlare to manage DNS records effectively.
- Uptime – The consistency of website availability to the public, made possible by the correct configuration of Hosting, DNS, Domain registration, and website construction.
- Charge – An attempt by the FIRM to collect PAYMENT from the CLIENT, by means that include, but are not limited to, the sending of an invoice, or the processing of a pre-approved transaction on a credit card, debit card, or ACH bank information provided by the CLIENT.
Ownership & Licensing
Plain English: We reserve ownership rights to all design & creative work done under this subscription. This also pertains to all work provided by our vendors and freelancers to fulfill the Scope of Work under our direction, but excludes content provided to us by you, the Client, and excludes creative work we have licensed for the project (stock photography, for example). Ownership will be relinquished to the Client only when payment conditions are met as agreed, and will be retained in full if the Client terminates services without remitting such payment.
- The FIRM reserves all copyright privileges for any DESIGN provided through the actions of this SUBSCRIPTION.
- The FIRM also reserves all copyright privileges for any DESIGN or CONTENT provided by our VENDORS until any such services have received PAYMENT.
- The FIRM does not claim any copyright privileges to CONTENT provided by the CLIENT.
- The FIRM may provide CONTENT or design components through a design which is used under licensing permissions from the originator. Examples of this include but are not limited to: WordPress plugins, developer-published WordPress themes, stock photography. Any content licensed by the FIRM for a DESIGN will remain registered to the FIRM and will remain at the CLIENT’s disposal for the duration of the CLIENT’s relationship with the FIRM.
- The FIRM releases ownership of the DESIGN to which this contract applies to the CLIENT only when the designated PAYMENT for the DESIGN has been rendered in full by the CLIENT.
- The CLIENT may choose to pay any LICENSING FEE at any point during the SUBSCRIPTION or within 7 days of terminating the SUBSCRIPTION.
- The FIRM will communicate in writing any LICENSING FEE or changes therein.
- The CLIENT is prohibited from providing the DESIGN or CONTENT to which the FIRM retains exclusive copyright to any competitor of the FIRM, or in any form to the public without the FIRM’s written consent or direct involvement.
- The FIRM reserves the right to waive any portion of any PAYMENT.
Attribution & Portfolio Rights
Plain English: We assume no issue with attaching our name to the work we produce for you - in fact, we hope that you will be equally proud to have the affiliation. If this is not the case, and you ask us by email or otherwise in writing to exclude your work from our public-facing portfolio, we will honor this request.
- The FIRM may include any DESIGN created under this contract in an online or printed portfolio, including submission to any prospective CLIENT as sample(s) of work. Websites developed by the FIRM may also include a short attribution with a link to the FIRM’s website in the product’s footer/copyright section.
- If the CLIENT wishes to have their finished DESIGN(s) excluded from the FIRM’s portfolio, the CLIENT may present an opposition statement in writing to the FIRM. Exclusion requests submitted in written form by email or paper letter will be considered and accommodated within reason.
- The FIRM exclusively reserves the right to showcase and DESIGN created under this SLA
Plain English: We take measures to avoid access to your sensitive information, but sometimes it is necessary for us to properly serve you. Whether it is passwords for your website and hosting account, or access to your domain registrar, your data is important to us and we take as many available measures as possible to responsibly use and manage that information. Your sensitive data will not be abused or shared with 3rd parties except on your behalf.
- The CLIENT is expected to provide login credentials for domain registrars and/or website hosting suppliers when applicable. Without these, the FIRM may be unable to fulfill this contract.
- The FIRM may request administrative access to the CLIENT’s existing website, in order to extract CONTENT and configuration information. The CLIENT may observe the right to deny this access, however it is strongly recommended that this access be granted to the FIRM.
- The CLIENT will receive complete administrative access upon complete rendering of PAYMENT to the FIRM.
- Until full PAYMENT has been rendered by the CLIENT, the FIRM reserves the right to maintain exclusive control of the administrative privileges for websites built under this contract. The FIRM may choose to grant access of these websites to the CLIENT, so long as such access does not endanger the FIRM’s exclusive administrative privileges while PAYMENT has not been rendered in full by the CLIENT.
- The FIRM takes care to store any sensitive information, including passwords and billing methods, in an account at LastPass.com to which we have exclusive access.
Plain English: Your privacy is of great importance to us, and we expect our privacy to be of great importance to you.
- Examples of confidential information include but are not limited to: product pricing, business practices, business operations.
- We agree not to share confidential information about the you and your company to your competitors or any other unnecessary entity.
- You also agree not to share confidential information about us with our competitors or other unnecessary entity.
For some projects we will generate an automated billing schedule as outlined in the SOW. We ask that you provide a reliable credit card, debit card, or ACH information as your primary payment method for all recurring projects, since we will automatically bill your payment method on the start date you select in the Billing Preferences form.
It is the intent of Clarity Business Design to provide the generous and compassionate service whenever possible, even in circumstances of delayed payment. Please email [email protected] with any questions on this matter.
- Once completed, all legitimate Charges are non-refundable, except as defined in a Change Order agreed to by both the FIRM and the CLIENT during Renegotiation.
- If a Charge is paid multiple times by accident, and the CLIENT is able to provide sufficient evidence from their bank or financial institution, the FIRM will gladly reverse the extraneous Charge(s) provided that the legitimate Charge remains paid in full, or offer the extra payment as a credit to the CLIENT’s current or future Charges.
Late or Declined Payments
- If a Charge is unsuccessful, we will notify you as soon as possible and provide a 7-day grace period following that notification unless other arrangements are made in writing.
- If the 7-day grace period passes and the CLIENT still has not corrected the error, the FIRM reserves the right to charge a 2.5% Late Fee on the Charge
- If automatic billing fails due to the CLIENT's payment method returning an NSF status as a result of insufficient funds, and this error results in the FIRM paying a fee, the FIRM reserves the right to add any and all such fees to the CLIENT's Charge, by way of altering a current invoice or sending a new invoice.
- If a Charge is contested by the CLIENT, the FIRM reserves the right to waive Late Fees during the period in which the CLIENT and the FIRM are discussing and negotiating details. If the FIRM causes a delay in communication during this time, fees will continue to be waived; if the CLIENT causes a delay in communication during this time, the FIRM will attempt to reinitiate up to three (3) times via email, and may then reinstate applicable fees from the date of the CLIENT's last communication. NSF fees are exempt from this clause.
Payments 30 Days Past-Due
- If a Charge is more than 30 days past-due, all hosted websites for which the Charge is late will be eligible for temporary deactivation, resulting in an interruption in Uptime.
- Website Uptime will be restored if payment is received, otherwise Clarity Business Design will provide next steps to you in writing.
- If a Charge is more than 30 days past-due, the FIRM reserves the right to apply a Late Fee of up to 5% of the past-due Charge
- Any recurring Charges will proceed as normal unless cancelled in writing by either the FIRM or the CLIENT.
Payments 3 Months Past-Due
- When a Charge becomes 90-days past due, the FIRM reserves the right to delegate collection of all outstanding fees; the FIRM also reserves the right to cancel any further recurring Charges and terminate any and all services.
Statement of Limited Liability
- The FIRM is not liable for copyright or any other legal infringements incurred as a result of the use of CONTENT provided by the CLIENT for a DESIGN. This applies to all forms of CONTENT.
- The FIRM denies liability for the manner in which the CLIENT uses or presents a DESIGN.
Governing Law and References
The laws of the State of Washington shall govern this agreement. All references made to the legislative or administrative acts of any jurisdiction include any amendments and successor acts.
Attorney Fees and Costs
The prevailing party may collect all costs including reasonable attorney’s fees and costs, and shall include fees for preparation, negotiation, arbitration, whether for collection of amounts due, enforcement of this agreement, or enforcement of any rights or remedies created hereby in equity or law.
No waiver or modification of any of the express terms of this document shall be effective unless it is in writing and signed by the Party against whom the waiver or modification is asserted; and each of the Parties irrevocably waives any right to assert any verbal waiver or modification by the other of any of the express terms and conditions of this document.
This document shall be binding upon and inure to the benefit of the Parties, affiliates, employees, shareholders, directors, and agents.
This document contains the entire understanding of the Parties with respect to the subject matter hereof, hereby superseding any and all prior agreements and understandings concerning the subject matter hereof and is severable so that if any provision hereof is deemed illegal or unenforceable, the remainder of the document shall remain fully valid and in full force and effect.