NDC Project Terms - Nelson Design Collective

TERMS & CONDITIONS

NDC agrees to commence work with CLIENT NAME (the “Client”) once we receive a written confirmation to begin work (Email is sufficient).
The Nelson Design Collective is not responsible for the sources, payment, or development of additional 3rd party resources such as photography, copywriters, and plug-ins if resources are identified as necessary to the project. However, we will gladly find and manage talent for creative work deemed necessary for your project. The Client agrees that with respect to any materials provided to NDC for inclusion in the project:
1. such materials are owned by the Client, or
2. the Client has the legal authority to use such materials for the project.
Client will own the website and other elements included in the project following payment in full of NDC’s invoice in accordance with paragraph 24 hereof. Client will also own all intellectual property in text, images, site specifications and data provided by Client, except to the extent that they belong to a third party. NDC shall own any intellectual property rights developed by NDC prior to, or separately from the Project and, to the extent NDC’s intellectual property is embedded in the Project, NDC grants Client a perpetual license for the use of such intellectual property in the Project only.
NDC agrees that Client may choose to terminate the contract at any point during the process with appropriate compensation for work done to the date of termination.
NDC agrees that no work shall occur on subsequent phases of the project without first gaining consensus and approval from Client’s stakeholders.
Client is responsible in one year after the date of purchase for the cost of renewing licenses for premium extensions (plug-ins) required to meet their functionality requirements. (The costs per year can run between $100 – $250 USD per year depending on the number of extensions required.)
Any phase that extends beyond the constraints of the project detailed and agreed to in the discovery phase and results in additions to scope are charged at an hourly rate of $95.00/hour (Some tasks are billed at $65/hour). No additional charges are added without prior notice to Client that there are potential additions to scope.
Features, requirements, and additions to scope not mentioned, listed, or accounted for in this budget and the discovery process can be amended to this budget at the request of Client’s designates through either an agreement to hourly charges or an additional quote to account for those items not within the budget noted.
NDC will invoice Client on the following schedule: 1/4 deposit prior to commencement of work, 1/4 at the halfway point, 1/4 payment when ¾ of the work has been completed, and the last 1/4 payment at the time of project launch or in the case of ongoing monthly maintenance will be billed at either the 15th or final day of the calendar month. The total fees payable shall be as set out in the project proposal or agreed upon monthly budget, subject to modification as set out in these terms and conditions.
Printing, advertising, language translation, photography, font licensing and any additional purchases from 3rd parties are not included in the budget unless otherwise specified. Nelson Design Collective will help source the best quality and most cost-effective resources as well as mediating the process for accuracy and quality but Client will be responsible for reimbursing NDC for costs if incurred on Client’s behalf but subject to the approval of the client before proceeding.
Content must be supplied digitally and in a format that can be copied and is editable. Final proofing and grammar checks remain the responsibility of the client. NDC is not liable for loss on printing and other assets as a result of Client not proofing.
Any images to be provided to NDC for web development must be a high-quality standard. Images less than 2200 PX X 2200 PX are not sufficient. (This is a minimum suggestion.). Images for print must be either RAW format or high resolution (Above 300 DPI) and as large as possible in pixel height and width.
Schedule requirements necessitate that the client also is aware of the need for timely responses. Feedback that takes longer than 48 hours during the working week can result in delays to project launches and deadlines.
Change requests after critical decisions have been made though sometimes inevitable, often lead to improvements not anticipated. We endeavour to remain flexible and cognizant of changes that will result in a better project and can sometimes make them within the budget. However, if changes are greater than the available project budget, we will either recommend them to be held off until a future time or the budget be amended to accommodate them.
The website and graphic design phases are limited to one design concept with three stages of improvements that do not exceed 20% of the initial design concept changes unless otherwise stated in the budget. All additional site changes and improvements are subject to hourly design and web development fees which are billable at $95 hourly.
A project is considered completed on the 14th day following delivery. Client agrees not to hold NDC liable for omissions, changes, testing or providing feedback after 14 days from the final delivery.
Systemic modification of text such as form labels, login prompts, and any edits requiring changes to spelling alternatives that are not in error, but are preferential, are considered “micro-detailing” and are not covered by this agreement. This includes changing 3rd party plugin language, capitalization, bolding or italics where they are not in error.
Client agrees to accept the adaptive display of text, text sizes, and layouts as they change based on screen size, device, and native resolution. As a matter of necessity, websites are built to be “responsive” allowing the content to easily reflow across devices. NDC endeavours to provide a reasonable reflow of content that is easy to read and does not appear to be in error. If Client desires additional edits and adjustments across the varied breakpoints in the device and screen resolution ecosystem these can be done under an hourly rate agreement or an estimate can be provided.
The maximum liability of NDC, its directors, officers and agent to Client for any damages or claim under any form of action, whether in contract, tort or otherwise shall be limited to the total fees paid by the client to NDC hereunder. In no event shall NDC be liable for any lost data or content, lost profits or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the work provided to the client by NDC.
NDC shall not be liable for any loss or damage which the client may suffer which is in any way attributable to any delay in performance or completion of the project, however that delay arises.
You agree to indemnify and hold NDC harmless from:
1. any claims resulting from your use of the project that damages you or any other party, and
2. any and all damages, costs, losses or fees arising out of any claim by a third party due to materials provided by the client and included in the project.
The parties acknowledge that NDC is an independent contractor. No agency, partnership, joint venture or employee-employer relationship is intended or created by the agreement between NDC and the client.
Ownership of code partial or full, websites, graphic design, print assets, logos and all other intellectual property produced by NDC remain the property of NDC until payment is received in full.
Payments are due upon receipt. Payments older than 20 days are subject to 5% a month interest.