By and between MessageKey LLC (“We or Us”), and your company (“You”)
We'll always do our best to fulfill your needs and meet your expectations, but it's important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes wrong. In this contract you won't find complicated legal terms or long passages of unreadable text. We've no desire to trick you into signing something that you might later regret. What we do want is what's best for both parties, now and in the future.
So in short;
(You), located at your official office address, are hiring (Us) located at (4400 N Scottsdale Rd. Suite 9850, Scottsdale AZ. 85251) to design and develop a web site for the estimated total price as outlined in our previous correspondence.
Of course it's a little more complicated, but we'll get to that shortly.
What do both parties agree to do?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You'll give us everything we need to complete the project as and when and in the format we need it. You'll review our work, provide feedback in writing, and approval in a timely manner. Deadlines work two ways, so you'll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we've agreed with you and we'll do it all in a professional and timely manner. We'll endeavor to meet every deadline that's set and on top of that we'll maintain the confidentiality of everything you give us.
Getting down to the nitty-gritty
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won't waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.) We call that design ‘atmosphere.'
You'll have plenty of opportunities to review our work and provide feedback. We'll share our work with you via Dropbox or a temporary development site on a regular, possibly daily, basis.
If, at any stage, you're not happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.
Photographs & images
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format (png,jpeg,or tiff). If you choose to buy stock photographs, we can suggest stock libraries. If you'd like us to search for photographs for you, we can provide a separate estimate for that.
Website Content Management (CMS)
Unless we agreed to some other platform, your website will be designed and built on the reliable and popular WordPress platform.
Website plugins, and software licenses
Your website may require extra plugins or additional 3rd party software licenses to add additional functionality. Some examples may include, but are not limited to, a shopping cart plugin, a custom WordPress plugin, lead capture form software, annual software maintenance fees, or an SSL certificate. Any additional software licenses or plugins required to complete your website may cost extra and may have monthly or yearly renewal fees that apply. You agree we may automatically charge your credit card for these renewal fees. If any renewal payment fails for any reason your software or website may become unavailable until your renewal payment is received.
If we are providing website hosting for you and your payment fails for any reason, we reserve the right to delete your website and all data related to your website after 15 days of non payment at our discretion. This isn't because we want to be jerks, it's because we have internal costs for every website we host, and we would lose money if you are not making your website hosting renewal payments. If you decide to move your website to another hosting provider, or cancel the service for any reason, you understand we do not offer refunds for any unused portion of the hosting service.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
Mobile browser testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:
iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.
If you need help or have a question about your service it's important to let us know in writing to we can respond quickly. To make things easier we created a trouble ticket support page, and we highly recommend using it to contact us.
Once your project is completed and delivered it's your responsibility to maintain and/or fix it yourself unless you purchased one of our optional monthly support plans. This isn't because we don't want to help you, it's because technical support is time intensive and expensive to provide, and we need to cover our costs.
Search engine optimization (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines. We do offer SEO services for an additional cost.
Changes and revisions
We know from experience that fixed-price contracts don't always cover what you want, as they might limit you to your earliest ideas and vision. Any fixed price at the beginning of this contract is based on the length of time we estimate we'll need to accomplish everything you've told us you want to achieve. We don't want to limit your ability to change your mind so we agree to make a maximum of (2) revisions for no additional charge. If you request any additional revisions after your (2) freebies have been used, we're happy to provide a separate estimate for that work.
Approval of work
We respect your time, and we hope you respect ours. We will notify you upon completion of the work and you will have the opportunity to review it. You agree to notify us in writing of any unsatisfactory points (or typos) within 5 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 5-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
As stated above, time is precious. If you reject any of our work within the 5-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end, and take measures to recover payment for the completed work.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so You agree we are not liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with this contract.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
You guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you've 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.
If we provide temporary “placeholder” images for design purposes, you agree it's your responsibility to replace them, or obtain the legal copyright to use them on your website and you agree to protect us from any claim by a third party that we’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 visual elements that we create for this project. You'll own all elements of text, images and data you provided, unless someone else owns them.
We'll own the unique combination of these elements that constitutes a complete design and we'll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
We love to show off our work and share what we've learned with other people, so we reserve the right to display and link to your project as part of our portfolio, and to write about it on websites, in magazine articles, social media, and in books.
Payments schedule and terms
We accept credit card payments for services we provide. We prefer not to take checks. STRIPE is our favorite payment processor, and they will email you a receipt for your payments directly.
Unless stated otherwise in writing, you agree to pay 50% initial deposit before we start working on your project. The final 50% payment is due upon final work approval and before we deliver the final work. The initial deposit is not refundable if the development work has been started, and you terminate the contract through no fault of ours.
If we provide website hosting or other services that require monthly or yearly recurring payments you agree we may automatically charge your credit card on file for those recurring amounts. If your payment fails for any reason, your service may stop working until your payment is received in full.
We reserve the right to charge interest on all overdue debts at the maximum rate allowable by law in the state of Arizona.
But where's all the horrible small print?
Just like a parking ticket, you can't transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of Scottsdale Arizona.
The dotted line (or the checkbox in this case)
By selecting the little I Agree checkbox on the sign up page You are signing this Agreement electronically. You further agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting Agreement between You and Us.
We look forward to building a beautiful website together!
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