Index: /Library/WebServer/Documents/spottedkoi-com/tos/termsOfService.txt =================================================================== --- /Library/WebServer/Documents/spottedkoi-com/tos/termsOfService.txt (revision 3) +++ /Library/WebServer/Documents/spottedkoi-com/tos/termsOfService.txt (working copy) @@ -9,34 +9,50 @@ Estimation Process -The information, items, and costs provided on the estimate are created as Spotted Koi’s best guess of efforts required to deliver the project based on information provided to Spotted Koi via any written methods that the Client deems necessary to convey the project to Spotted Koi. It is the responsibility of the Client to fully review the estimate to make sure that all features and requests are covered by the estimate. Anything left off the estimate and/or requested at a later time will be considered additional work and may delay the delivery date. -If additional information is provided by the Client after the estimate has been sent by Spotted Koi to the Client, Spotted Koi reserves the right to update and resubmit the estimate to the Client for approval. This new information may change the scope of the project, the final cost, and any dates previously submitted to the Client. -This additional information can include new features, data, information, designs, requests, functionality or anything else that could change the scope, cost, or delivery date of the project. +The information, items, and costs provided on the estimate are created as Spotted Koi’s best guess of efforts required to deliver the project based on the information provided by the Client to Spotted Koi. The scope of work for a project must be provided to Spotted Koi by via any written methods that the Client deems necessary. +It is the responsibility of the Client to provide any and all information about the project in the written Scope of Work (SOW). + +It is the responsibility of the Client to fully review the estimate to make sure that all features and requests from the SOW are covered by the estimate. Anything not specifically covered in the estimate created by Spotted Koi will be considered out of scope and will be added to this estimate and submitted for re-approval before work begins on the project. If down payment has been submitted for this estimate, any additional items will be estimated, scheduled, and invoices separately from the work defined on this estimate. + +If additional information, features, data, designs, requests, functionality or anything else that could change the scope, cost, or delivery date of the project is provided by the Client after the estimate has been sent by Spotted Koi to the Client, Spotted Koi reserves the right to update and resubmit the estimate to the Client for re-approval. Any and all changes to SOW or the estimate will effect the final cost and schedule previously submitted to the Client. + +After 30 days of estimate receipt the estimate is null and void and a new estimate will be provided for the same project upon request of the customer. + Payment -Client and Spotted Koi agree that Services described in this contract shall be completed for $85.00 per hour, payable to "Spotted Koi LLC.". -Client agrees to pay Spotted Koi for 50% of the total estimate submitted to Client once the estimate has been accepted by the Client. All estimates provided through Freshbooks must be accepted using the functionality provided by Freshbooks. -Final remaining payment is due within 15 days of Client's receipt of invoice. For each 10 days the bill is overdue, a fee of 10% of the amount owed will be added to the invoice. +As of July 15, 2011, Client and Spotted Koi agree that all Services described in this contract shall be completed for a minimum of $85.00 per hour, payable to "Spotted Koi LLC.". +Client agrees to pay Spotted Koi a down payment of 50% of the total current estimate submitted to Client, immediately proceeding acceptance of the estimate by the Client. Spotted Koi will not begin work against any estimate unless the down payment has been received. Projects with down payments received within 7 business days of acceptance of estimate will keep the schedule defined in the estimate. Should the down payment be received after 7 days of acceptance of estimate, Spotted Koi reserves the right to reschedule the project so as not to disrupt other project schedules. + +All estimates provided through Freshbooks must be accepted using the functionality provided by Freshbooks. + +The final invoice for the project will be submitted to the Client upon acceptance of work. The remaining balance on this final invoice is due within 5 days of Client's receipt of invoice. For each 5 business days after receipt of invoice that payment is not received by Spotted Koi, the payment will be considered overdue and fee of 5% of the remaining balance will be added to the invoice. + +After 15 business days of non-payment, the invoice will be submitted to a collections agency. + Performance -Spotted Koi will submit Services based on turnaround times stated in the estimate submitted to Client. Client will provide Spotted Koi with all data needed by agreed upon times in order for Spotted Koi to complete Services, including, but not limited to, text, code, graphics, and photos. -Should there be failure of the Client or any other 3rd party to provide information or files to Spotted Koi by the agreed upon time, Spotted Koi reserves the right to delay the project for as many business days as the information or files are past due. +Spotted Koi will submit Services based on turnaround times stated in the estimate submitted to Client. Client will provide Spotted Koi with all data needed by agreed upon schedule in order for Spotted Koi to complete Services, including, but not limited to: text, code, graphics, designs, page heirarchies, wireframes and photos. +Should there be failure of the Client or any other 3rd party to provide information or files to Spotted Koi by the agreed upon time, Spotted Koi reserves the right to reschedule the project so as not to disrupt other project schedules. + Additional Services -The terms and conditions set forth in this document constitute the sole agreement between Spotted Koi and the Client regarding Client's Site. Any additional work not specified in the most recent accepted estimate must be authorized by both original parties in writing or through the Freshbooks estimation process. All additional Services will be charged to the Client at Spotted Koi's standard hourly rate. +The terms and conditions set forth in this document constitute the sole agreement between Spotted Koi and the Client regarding Client's Site. Any additional work not specified in the current accepted estimate must be authorized by both original parties in writing or through the Freshbooks estimation process. All additional Services will be submitted to the Client as a new estimate and charged to the Client at no less than Spotted Koi's minimum hourly rate. -Spotted Koi will consider anything required to be returned within 48 hours to be a "rush" and will be billed at 2 times the current hourly rate. If the task cannot be completed within 48 hours, any time spent after 48 hours will fall back to the original hourly rate. Spotted Koi will do its best to estimate the amount of time required for the change and will notify the customer as soon as possible if it should be estimated to take longer than 48 hours. The request and authorization for these tasks must be made in writing. +Client agrees that anything requested to be completed within 48 hours is considered by Spotted Koi to be a "rush" and will be billed at no less than 2 times the current minimum hourly rate. If the task cannot be completed within 48 hours, any billable time spent after the agreed upon turn around time for this rush task or project will fall back to the hourly rate for the type of task being completed. Spotted Koi will do its best to estimate the amount of time required for the change and will notify the customer as soon as possible upon request of this task or project. The request and authorization for these tasks must be made in writing. Warranties and Liability All services described herein are to be performed by Spotted Koi in accordance with the most commonly accepted standards and practices of the Web Services Industry. Spotted Koi will use the most universally accepted website development technologies to satisfy the broadest market possible. -Spotted Koi does not warrant the Client's Site will meet Client's expectations of traffic or resulting business. In no event will Spotted Koi be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate Client's Site or any of its web pages, even if Spotted Koi has been advised of the possibility of such damages. + +Spotted Koi does not warrant the Client's Site will meet Client's expectations of traffic, resulting business, or ranking within any system. In no event will Spotted Koi be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate Client's Site or any of its web pages, even if Spotted Koi has been advised of the possibility of such damages. + The Client understands and agrees that no software is 100% bug free. Spotted Koi’s intention is to provide the highest quality service to its customer, including performing due diligence to identify and repair bugs created during the process of writing the code. Any problems or concerns after delivery of the final product to the Client are covered in the Project Delivery and Client Acceptance section below. -Spotted Koi will not be held responsible for any changes, bugs, or problems with any software, services, or features not written by Spotted Koi. This includes 3rd party software, hardware, services or software provided by hosting providers, CMS software, plugins, APIs, data, upgrades, version changes, Operating Systems, browsers, or any other software or services. +Spotted Koi will not be held responsible for any changes, bugs, or problems with any software, services, or features not written by Spotted Koi. This includes 3rd party software, frameworks, hardware, services or software provided by hosting providers, CMS software, plugins, APIs, data, upgrades, version changes, Operating Systems, server permissions, browsers, or any other software or services utilized for the operation and maintenance of the Client's website or system. + Spotted Koi does warrant that the Client's site will appear and operate as described in the estimate provided. Cancellation @@ -49,24 +65,32 @@ Web Developer Credits -Client agrees to allow Spotted Koi to claim credit for services rendered for the website on Spotted Koi's own site(s). Client agrees to allow Spotted Koi to claim credit for Services rendered in author meta tags of Client's Site. +Client agrees to allow Spotted Koi to claim credit for services rendered for the website on Spotted Koi's own site(s). Client agrees to allow Spotted Koi to claim credit for Services rendered in author meta tags of Client's Site and to reference Client's site and project on Spotted Koi's website. +If additional information needs to be given with the mentioning of the Client's site on Spotted Koi's website, it is the responsibility of the Client to provide this information. + Litigation Any disputes arising from this contract will be litigated or arbitrated in the State of Colorado. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. Project Delivery and Client Acceptance -All work completed by Spotted Koi is considered the Intellectual Property (IP) of Spotted Koi. IP is owned by Spotted Koi and can be reclaimed from the customer until payment is made in full. -Problems encountered in code built by Spotted Koi must be submitted in writing to Spotted Koi within 7 days of delivery of the project, after 7 days after delivery a project is considered 100% accepted. Any requests that come in after 7 days will be considered new features and are required to go through the estimation process and are subject to scheduling by Spotted Koi. +All work completed by Spotted Koi is considered the Intellectual Property (IP) of Spotted Koi. IP is owned by Spotted Koi and can be reclaimed from the Client or will not be delivered to the Client until payment is made in full. +Spotted Koi will perform all development tasks on a server owned by Spotted Koi and will provide the final project for review in this manner. Once the project is accepted by Client, Spotted Koi will send the final invoice. Upon receipt of final payment against final invoice, Spotted Koi will deliver the project to Client's server. + +Problems encountered in code built by Spotted Koi must be submitted in writing to Spotted Koi within 5 business days of submission of the project for approval. 5 business days after submission for approval a project is considered 100% accepted by the Client. Any requests made after 5 business days of submission for approval will be considered new features and are required to go through the estimation process and are subject to scheduling by Spotted Koi. + Final Invoicing -Due to differences in existing code and systems, changes to the original scope of a project, or other factors, the final project cost may differ from the estimate. Spotted Koi reserves the right to submit a final invoice for an amount within 20% of the most current estimate. +Due to differences in existing code, systems, hardware and hosting, or other factors, the final project cost may differ from the estimate. Spotted Koi reserves the right to submit a final invoice for an amount within 20% of the current accepted estimate. Additional Information -There may be additional notes provided on the estimate by Spotted Koi to the Client, specifying expected start dates, information delivery dates, and final project delivery dates as well as other information. Acceptance of the estimate by the Client, indicates that the Client understands, accepts, and agrees upon these dates and any additional information or notes provided +There may be additional notes provided on the estimate by Spotted Koi to the Client, specifying expected start dates, information delivery dates, final project delivery dates as well as other information. Acceptance of the estimate by the Client, indicates that the Client understands, accepts, and agrees upon these dates and any additional information or notes provided. Rates, delivery dates, and/or procedures described above can be modified by agreed upon written consent of both Spotted Koi and Client. Such written consent will override information provided in this contract, so long as that is clearly defined, stated, and signed by Spotted Koi. -Spotted Koi reserves the right to updated and modify any and all parts of this document at any time for any future estimates, without notice to the Client. It is the obligation of the Client to read and understand all information provided in this document. \ No newline at end of file + +Spotted Koi reserves the right to update and modify any and all parts of this document at any time for any future estimates, without notice to the Client. It is the obligation of the Client to read and understand all information provided in this document. Spotted Koi will at a minimum, provide the most recent Terms of Service on the Terms of Service page found at http://spottedkoi.com/terms-of-service as well as on every new estimate that is sent to Client. + +Spotted Koi reserves the right to update and modify any and all previously agreed upon written agreements for any future estimates and work. The Client will be notified and given the opportunity to discontinue future business with Spotted Koi or accept the new Terms of Service. \ No newline at end of file