Solution's Proposal Terms and Conditions

In this agreement “we” “us” or “our” means Tall Poppies Design and “you” means the "Client," {First Name}, {Last Name}, {Company}", located at {Address}. (Actual details will be submitted by the Client via the form below and a copy will be emailed to the Client and Tall Poppies Design).

“Solutions Proposal” shall mean any formal document provided by the Tall Poppies Design to the Client that either separately or as part of a packet establishes the scope and cost of Professional Services with a high level of detail. Emails, phone conversations, or other more informal documents are excluded from this definition.

The Solutions Proposal and fee schedule is valid for 14 days from the date of submission and the terms and fees may be subject to alteration from that date unless there has been written acceptance.

OUR OBLIGATIONS

• provide the proposed services in a conscientious, timely and professional fashion;
• offer our expertise and guidance to deploy services geared toward helping you achieve your business goals;
• offer you our honest and straightforward feedback based on the information you provide us;
• not do anything which may cause the reputation of your business to be detrimentally affected;
• comply with your reasonable directions;
• attend all scheduled meetings and conference calls where our presence is required on time, and provide reasonable notice of our availability and any changes in schedule as they pertain to our work together;
• produce deliverables on time or with communication about any hold-ups or delays; and
• provide staff and equipment sufficient to carry out the services.

YOUR RESPONSIBILITIES

• you have the authority to enter into this contract on behalf of yourself, your company or your organization;
• provide us with honest and straightforward information that is complete;
• understand that failing to do so may cause us to give advice that may not fit your situation closely;
• provide us with the assets and information we tell you we need to complete the project;
• you’ll do this when we ask and provide it in the formats we ask for;
• keep us informed of any developments, events or other marketing efforts that relate to the services we deliver;
• inform us of any situation, legal requirement, and other challenges that may impede our ability to proceed with any part of our work;
• attend all scheduled meetings and conference calls where your presence is required on time, and provide reasonable notice of your availability and any changes in schedule as they pertain to our work together; and
• agree to stick to the payment schedule.

CONTENT DELIVERY

TEXT: You should supply all text copy in a common electronic file format such as email, Word or Pages document or a text file. A fee may be applied for any printed or hand-written copy that needs to be typed up. We are not responsible for supplying, writing, editing or proof-reading any text content unless otherwise specified in the project proposal.

PHOTOGRAPHS AND IMAGES: You should supply graphic files in a suitable digital format (.jpg, .png or .gif) and preferably in an editable vector format (.eps or .ai). You should supply photographs in a high-resolution digital format (.jpg or .tif). Photography, illustrations, stock images, and stock library searches will only be provided if specified in the project proposal.

PERMISSIONS FOR SUPPLIED MATERIALS: It is assumed that you will obtain all the necessary permissions, licenses, and/or usage rights for all text, images, logos, trademarks, and any other materials you supply to me. You will be liable for all costs incurred by us in defending against any claim of infringement of copyright for materials provided by you.

VARIATIONS

The proposed project total reflects a good faith estimate based on the existing understanding of the objectives and priorities of your business. If the project scope changes to an extent that substantially alters the specifications described in the original estimate, a proposal revision memo will be submitted, and a revised or additional fee must be agreed upon before further work proceeds.

Services or parts of services that have been approved by you are considered complete to your satisfaction. Any additional work, revisions, or modifications on previously approved services or parts of services will be invoiced in addition to the fee schedule at an hourly rate of $160.00 per hour.

ERRORS AND OMISSIONS

It is the client’s ultimate responsibility to thoroughly review the final product or service before approving it. Tall Poppies Design will do its best to identify and eliminate any content-related error and omissions. However, Tall Poppies Design is not responsible should any such error or omission go undetected and become a part of the final materials.

FEES AND PAYMENT

Our payment terms are seven days from the date of the invoice. We reserve the right to charge interest on all overdue debts at the rate of 5% per month. Work will not be scheduled nor start until the first invoice has been paid. Final work will not be released, nor websites put live until payment has been received for the final invoice. Fees must be paid for all work performed and items delivered, regardless of the project’s ultimate end use.

If applicable, any interim invoices are issued evenly across the duration of the proposed project time scale and are not associated with any milestones or deliverables.

REIMBURSEMENT OF EXPENSES

You are liable for all third-party charges we incur on your behalf during our work together. These charges include but are not limited to, stock image purchases, fonts, online advertising expenses, web hosting, third-party tools, and service subscriptions. All third-party charges will be submitted for your written approval before acquisition.

TERMINATION

Either you or we can terminate this agreement at any time by giving at least one month's written notice. You can terminate this agreement at any time by giving written notice effective from the date of the notice if we breach these terms and conditions and fail to rectify that breach, or we cease to provide the services or we are insolvent.

If at any stage we feel that the completion of the project is at risk of being derailed—for reasons including, but not limited to, persistent requests for alterations and excessive delays in supplying feedback or materials—we reserve the right to cancel this project and invoice pro-rata for any completed work up to that point.

Upon termination of this agreement, we shall deliver a Termination Invoice for work completed to date, which shall be paid by the client. The Termination Invoice shall specify all unpaid work hours at the agreed hourly fee of $160.00 per hour, not to exceed the total proposed fee schedule. If the total unpaid work hours is less than the total invoice amounts paid to date, we will refund the difference.

CLIENT DISENGAGEMENT

Should you disengage from the project and not contact us for over 30 days without prior written explanation, your services will be canceled and you will forfeit all amounts paid. You will remain liable for all third-party charges approved by you, and outstanding invoices.

If you wish to place an indefinite hold on the project, you will be charged a $450 per month holding fee until the project re-commences. Invoices already paid will not be refunded. A project on hold longer than three months is automatically canceled with no refund and if you wish to hire us again, the proposal and fees will be revised.

WEBSITE SUPPORT, MAINTENANCE, AND UPDATES

Tall Poppies Design will correct technical issues related to codes and functionality of website components that resulted from Tall Poppies Design oversight within 30 days of project completion.

After this period we can provide consulting, training, maintenance, and upgrades to the software when requested by you. Services fees for these tasks will be quoted by us.

We do not provide support for websites or features built by any other party.

NON-EXCLUSIVITY

You acknowledge that we may enter into similar arrangements with other customers to provide similar and other services to those other customers.

CONFIDENTIALITY

If we have access to or become acquainted with confidential information concerning your business and customers, we will not at any time while we are providing the services or after the end of this agreement: copy or use the confidential information for any purpose other than for your the benefit without your consent; or Disclose the confidential information to any other person except in the proper performance of the services or with your consent, except where the confidential information is required to be disclosed by Law.

INTELLECTUAL PROPERTY

First, you guarantee that all elements of text, images, or other artwork you provide are either owned by you or that you have permission to use them. When you provide text, images, or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images, or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. You own all intellectual property rights of text, images, site specifications, and data you provided unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitute a complete design and we’ll license its use to you, exclusively for this project only, unless we agree otherwise

AUTHORIZATION

We reserve the right to include a discreet authorship credit on all websites we build and to display and link to your completed project as part of our portfolio. We may write about the project in articles for blogs and publications, and talk about it in presentations and workshops, to help others learn about our services. We will always be sensitive and considerate to your business.

NO EMPLOYMENT, PARTNERSHIP OR AGENCY

We are not by virtue of this agreement your employee, partner or agent. Our employees and contractors who perform services for you under this agreement are also bound by this agreement.

NOT A LAW OFFICE

Client understands that Tall Poppies Design is not a law office, our employees are not attorneys, and we do not practice law. Client should not use Tall Poppies Design as their sole source of information related to compliance with Laws and should always retain their own legal counsel.

NO GUARANTEE OF RESULTS

Tall Poppies Design makes no guarantees or warranties, express or implied, regarding the effectiveness of the services provided. While we will make reasonable efforts to optimize conversion rates, you acknowledge and agree that results may vary. We cannot guarantee that the services will result in increased profits, website traffic, or conversions for the Client.

SEARCH ENGINE RANKINGS

Tall Poppies Design has no control over ranking and does not guarantee the presence of any developed or hosted website on any search engine.

WEBSITE ACCESSIBILITY

IF website accessibility services are included in the Solutions Proposal, Tall Poppies Design will make reasonable efforts to ensure accessibility. Tall Poppies Design does NOT guarantee that the deliverables will conform with the prevailing Web Content Accessibility Guidelines (WCAG) Standards and cannot guarantee that conforming with WCAG equates to compliance with the Americans with Disabilities Act (ADA), Section 508, or any other applicable Laws.

The Client recognizes that Laws governing privacy and website accessibility are numerous and the regulatory environment is changing rapidly. The Client understands that achieving full compliance with such standards may be complex and subject to interpretation.

Tall Poppies Design will not be held liable for any legal consequences arising from the website’s non-compliance with accessibility requirements.

Client acknowledges that it is responsible for ensuring the website’s compliance with accessibility laws, regulations, or standards applicable to their business or jurisdiction.

LIMITATION OF LIABILITY

In no event shall Tall Poppies Design be liable to the Client for any indirect, consequential, special, or incidental damages, including but not limited to, loss of profits or revenue, arising out of or in connection with the Services, regardless of the cause of action or theory of liability.

INDEMNIFICATION

The Client agrees to indemnify and hold harmless Tall Poppies Design, its contractors, employees, and agents, from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Client's use of the Services.

FORCE MAJEURE

Neither party will incur any liability, penalty or additional cost due to delays caused by serious personal illness, state of war, pandemic, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, the action of government or civil authority, or other causes beyond our control.

REFERRALS

We love getting referrals. We love them so much we’re willing to give you $50 in exchange for warm introductions to your colleagues whom you think would be an ideal client for Tall Poppies Design.