Although there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means Radiant Brands, LLC, an LLC registered in the State of GA. “You,” “your,” “Customer” or “Client” in this document is you, our Client.
Current Hourly Rate
Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We’ll provide you with our current hourly rate upon request.
You are hiring us to complete your project according to the specific scope of work outlined in the Project Agreement. When you hire us, we are independent “work for hire” contractors and not employees of you or your business.
Each project we collaborate on together will be described in detail in the Project Agreement. The individual sections will describe the deliverables, timeline, and cost of the project, while these terms describe our legal relationship.
The Project Agreement details the work we’ll deliver to you, including without limitations, the deliverables and specifications thereto, and any and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into one or more other estimates approved by the parties. Notwithstanding the foregoing, the terms of any estimate entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between this Services Agreement and any part of the Project Agreement the terms of the Project Agreement shall be binding.
It is our experience that a typical brand and website project takes about 3 months (not including holidays). This is a rough estimate and depends on a number of factors, including but not limited to the complexity of your project, our current workload, material availability, and any problems that might arise as we work on your project. Unless specifically defined in the Project Agreement, we do not guarantee website launch by a specific date.
We have an active queue of work and we do not place your project in that queue until your deposit has been received. While we endeavor to start your project quickly, we’ll not begin your project until it reaches the front of our queue so that it can receive our full attention.
Delayed, Suspended, & Abandoned Projects
In our experience, projects can often stall as we wait on assets, information, feedback, approvals, etc. we have requested from you. While waiting for your response, we’ll normally begin to work on other projects to make efficient use of our time.
A project is considered delayed if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 7 business days. When a project is delayed, we may remove it from our active queue and place it at the back of the line. Work will resume on a delayed project when we have received what was requested and our queue of work allows us to focus on your project again.
A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 30 days without a reasonable cause as determined by me. When a project is suspended, your project is taken off of our calendar completely and an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING A 10% REBOOKING FEE THAT HAS BEEN ADDED TO YOUR PROJECT BALANCE.
After a project is considered suspended, we’ll not perform any additional work on the project until the project has been reactivated as explained above.
A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 90 days without a reasonable cause as determined by us. WHEN A PROJECT IS ABANDONED, ANY MONIES PAID TO US FOR THE PROJECT IN QUESTION SHALL BE FORFEITED.
Projects requiring a “Rush” will typically incur at least a 30% markup of the total project cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require.
It is our experience that changes to the scope of work often occur during a project. These changes usually require additional costs and time. To allow for these change requests, we normally include a Change Budget in the Proposal of Services.
The Change Budget is approved as part of the Proposal of Services and is used only if you request changes to the original scope of work, or want to make changes to previously approved items. We will provide a separate scope of work for the changes you request and a cost for these changes. When you approve this scope and cost, the amount will, at our discretion, be payable immediately or on the final project invoice.
Theme and Plugin Licenses and Updates
One of the most important strengths of WordPress is its immense ecosystem of third-party add-on software called themes and plugins. Some of these require no specific licensing for use on your website. However, we often use premium WordPress themes and plugins that require an annual licensing fee for ongoing updates and support.
Premium themes and plugins used on your website are provided at their current software version. Future updates and security patches for premium themes and plugins are covered as part of our website management service.
WE CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM THEMES AND PLUGINS USED ON YOUR SITE IF YOU OPT NOT TO PARTICIPATE IN OUR WEBSITE MANAGEMENT SERVICE (see below).
Changes After Launch
The design project described in the Project Agreement concludes when your website is launched. Though I'm happy to help you with changes to your website after launch, any changes or modifications that were not included in the original scope of work, other than fixing existing bugs (see below), are billable at our current hourly rate.
An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website.
Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:
- Your website has problems or stops working after an update to WordPress or any plugins or software you are using (note: our website management plans cover these ongoing compatibility issues, see below).
- You or a third party add code or a plugin to your site that affects its operation.
- You need assistance adding new plugins or features to your site that weren’t included in the original project.
- A new version of a web browser has issues displaying your website properly.
- You or a third party make changes or alterations to any part of the site.
- Your site gets hacked or compromised and/or you lose files or data.
We recommend hosting companies that optimize our workflow. Since using other servers typically requires a change in our workflow (and makes the project take longer as a result), there will usually be a surcharge added to your proposal if you do not use a recommended hosting company for your website.
In addition, if you elect not to use our recommended hosting company, we cannot be responsible for the speed of your website, the performance of any of your website features, security certificates for your website, the uptime of your website, or any other hosting related matter.
FIXING ANY PROBLEMS RELATED TO WEB HOSTING, OR PROJECT DELAYS RELATED TO WEB HOSTING ON A SERVER OTHER THAN THE ONES RECOMMENDED IS BILLABLE AT OUR CURRENTLY HOURLY RATE.
Website Management Service
Our Website Management includes website software updates, website backups, and website security.
- Website Security
We employ industry-leading security software that actively guards your website against hack attempts at multiple levels in the WordPress system.
- Website Backups
Your website’s files and database will be backed up automatically each day your website has activity. This backup is stored in our cloud data vault.
Each week, at our discretion, we’ll apply available updates for the WordPress core software, your theme files, and your plugin files.
While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target. In the event that your site is hacked, we’ll restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup.
- Should your site become compromised by a hack or if your site becomes inoperable because of user error, we’ll restore a backup for you (up to 2 in any 30-day period).
- If the restorations are the result of a hack, there is no limit to the number of restorations we’ll perform for you under this service.
- Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.
Premium (Paid) Themes and Plugins
- Many websites use themes and/or plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. We have secured appropriate licensing for many of these.
- If we have appropriate licenses for the themes and/or plugins used by your website, the cost for recurring license fees are included in your Website Management Services, and licensing will be maintained for you as long as you are an active subscriber to our Website Management Services.
If your website uses premium themes and/or plugins and we do not have appropriate licensing, the responsibility is yours for maintaining the appropriate licensing to ensure the availability of updates.
We’ll advise you of the themes and/or plugins for which you’ll need to maintain licensing and assist you as needed in the process of obtaining them.
WE CANNOT BE HELD LIABLE FOR PROBLEMS SUCH AS BUT NOT LIMITED TO HACKS, INOPERABILITY OR INTERCOMPATIBILITY THAT ARISE FROM PREMIUM PLUGINS WHICH YOU CHOOSE NOT TO LICENSE AND ARE OUT OF DATE.
If an update to a plugin creates conflicts or causes issues with the functionality of your website, we’ll consult with you to determine the best course of action. Typically, we’ll remove the offending plugin and replace it with a similar plugin or other programming. If the time required to resolve a plugin compatibility issue exceeds 3 hours, additional time will be billable at our current hourly rate.
IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION. IF YOU ELECT NOT TO PURCHASE OUR WEBSITE MANAGEMENT SERVICE, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING WORDPRESS (AND ITS THEMES AND PLUGINS) UPDATED.
Revisions are minor updates and changes to existing content. Unless otherwise indicated in your Project Agreement, two rounds of revisions are included in the price of a project. A revision is a collection of changes to the layout of the design, the addition of simple design elements or modifications to the tone or aesthetics of the design, but does not include additions to the scope of the project or fundamental alterations that change the description of the project. Minor revisions can generally be incorporated in 3 to 5 business days.
Other revisions like these described below, can be done at our hourly rate:
- Major revisions that would exceed 5 hours in total to accomplish
- Add new functionality to the project
- Revisions to previously approved items, including design concepts approved
Terms of Payment
In consideration of the services to be provided hereunder, the parties agree that the Company shall be paid in accordance with a Project Agreement executed by the parties pursuant to this Agreement.
Our standard payment terms are:
- 40% of the project fee due as a non-refundable deposit upon execution of the Project Agreement and Services Agreement to secure your spot in my calendar
- 20% of the project fee due 30 days after the initial deposit
- 20% of the project fee due 60 days after the initial deposit
- 20% of the project fee due at website launch or 90 days after execution of this agreement, whichever comes first
- Any amount of the Change Budget utilized is due at website launch (typically included on the final invoice)
A late fee equal to 1.5% of the total amount due will apply to any invoice that Client pays 15 days or more after the invoice’s due date.
By providing any assets such as text, images, artwork or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property.
Securing the appropriate licenses for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.
We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you. We agree to protect you from any claim by a third party that the assets we delivered as part of the project are their intellectual property.
We often utilize royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemized. We’ll secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
We’ll perform the services professionally and to industry standards, but because we cannot control how you use the work, we do not make any guarantee about the results you can expect when using the Work.
Both parties realize that during the course of this Agreement we may have to share information that we normally wouldn’t share with others. This information may be necessary to complete a project or to better understand the project, but would not be shared if we were not providing services to you. Both parties promise not to share the other party’s confidential information with third parties without first seeking permission from the party to whom the information belongs.
“Confidential information” includes information about the financial performance of a party’s business, marketing strategies, product release schedules, unreleased product information, and any information a party identifies in writing as “confidential.” Neither party is obligated to keep information confidential that is publicly available. The rights and obligations of this paragraph will survive the expiration or termination of this Agreement.
Term and Termination
The term of this agreement is one year from the effective date indicated on the first page of this Agreement. This Agreement may be terminated immediately by either party upon written notice for any of the following:
Upon five (5) days prior written notice by either party to the other party, or
If the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.
IF YOU WISH TO TERMINATE THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 40% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON.
IF YOU ELECT TO TERMINATE THE PROJECT AT ANY POINT AFTER THE INITIAL DESIGNS HAVE BEEN APPROVED AND DEVELOPMENT HAS BEGUN, YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
If we elect to terminate a project, we’ll create an estimate of the percentage of the scope of work that has been completed. If the percentage of work completed is less than the percentage of the project that has been paid, we’ll issue a refund for the difference. If the percentage of the project that has been completed is more than the percentage of the project that has been paid, an invoice will be issued for the difference.
Assets for a terminated project (such as the website, custom graphics, etc.) will be delivered to the client when the client’s account reaches a zero balance.
Governing Law & Venue
The laws of the state of Georgia govern the terms of this Agreement. In the event of a dispute regarding this Agreement, the parties agree to engage in good faith mediation prior to filing a civil action. Any civil action regarding this Agreement must be brought in the state or federal courts located in Dekalb County, Georgia. In the event that Company must pursue action for nonpayment, all costs and fees Company incurs associated with recouping payment from Client will be payable by Client.
This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Please read this entire agreement and sign the Project Agreement signifying that:
- You have read, understood, and agreed to this Master Services Agreement
- That this Master Services Agreement and the Project Agreement comprise our entire agreement.
- That you agree that the two documents above govern your working relationship with us.
MASTER SERVICES AGREEMENT (REV. 2021.02)