Master Service AgreementWeb Services
In this document we try to write everything in plain English, and to do that we use terms like “we” and “you” a lot. “We,” “us,” “our,” and “the Company” means Green Light Web Solutions LLC. We are a limited liability corporation registered in the State of Colorado. The “You” or “Client” in this document is you, our Client. Occasionally in this document you will see an FYI. These are helpful tips that we offer from our long experience of working with clients and seeing web projects through to completion. You will also frequently see some italicized text that designates an important point we don’t want you to miss. There is some unavoidable legalese at various places in the document. Sorry. Our attorney required it. If you need assistance translating, just ask.
You are hiring us to complete your project according to the specific scope of work we described in the proposal of services document you will receive. The proposed cost of the project in the proposal includes only this work. We want you to be completely satisfied with your web design project, and we understand that sometimes changes to the project will occur. If you elect to make changes to the original scope of the project, normally additional costs will be involved. FYI, making changes early in the project is often less expensive than making changes toward the end of the project.
Proposal of Services
The Proposal of Services details the work to be provided to the Client by the Company, 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 other such Proposal of Services signed by the parties. Notwithstanding the forgoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between the Agreement and any Proposal of Services, the terms of this Agreement shall be binding.
It is our experience that a typical web site design project takes about 6 weeks (not including holidays). This is a rough estimate and depends on a number of factors, including the complexity of your project, our current workload, material availability, and programming issues that might arise. FYI, in our experience, your projects can often stall as we wait on materials, feedback, or approvals we have requested from you. We understand why it happens – you have a business to run. But please understand that we do too. While we are waiting on your response, we will normally begin to work on other projects to make efficient use of our time. IF YOU TAKE A WHILE TO RESPOND, IT’S FINE WITH US, BUT IT MIGHT BE A FEW DAYS (OR POSSIBLY A FEW WEEKS) BEFORE WE CAN GET YOUR PROJECT BACK INTO THE QUEUE. PLEASE ALSO SEE IMPORTANT POLICIES BELOW REGARDING SUSPENDED AND ABANDONED PROJECTS. We do have an active queue of work and we do not place your project in that queue until your initial payment has been received (see below). While we endeavor to start your project quickly, we will not begin your project until it reaches the front of our queue so that it can receive our full attention.
Suspended and Abandoned Projects
If work on a project is delayed more than 30 days due to the client’s inability to provide content, images, media or other items necessary for the completion of the project, the project shall be considered suspended. At that time, an invoice for the remaining balance of the project shall be sent and considered due upon receipt. GREEN LIGHT WEB SOLUTIONS LLC WILL ATTEMPT TO COMMUNICATE WITH THE CLIENT BY PHONE AND/OR EMAIL DURING THE 30 DAYS PRIOR TO PROJECT SUSPENSION. 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 THE BALANCE OF THE PROJECT IN FULL. After a project is considered suspended, we will not perform any additional work on the project until full payment of the project balance has been received. If all the required materials are provided and the project balance is paid in full within 60 days of the project being considered suspended, we will complete the project according to the original scope and proposed costs. If all the required materials are provided and the project balance is paid in full more than 60 days of the project being considered suspended, a new proposal of services shall be created to complete the remaining scope of the project. The balance paid when the project was suspended shall be considered as credit against the cost specified in this new proposal. If all the required materials have not been provided and/or and the project balance has not been paid in full within 120 days of the project being considered suspended, the project shall be considered abandoned, and any monies paid to us for the project shall be forfeited.
Projects requiring a “Rush” will typically incur a 50% markup of the total project cost. This increase is necessary to cover the overtime necessary to complete your project in the timeframe you require.
Fees and Payments
In consideration of the development services to be provided hereunder the parties agree that the Company shall be paid in accordance with the Proposal of Services attached as Exhibit A, or any other such additional Proposals of Services executed by the parties pursuant to this Agreement. Our standard payment terms are:
- 50%, non-refundable deposit upon execution of the Proposal of Services and this Master Services Agreement, and
- 50% upon completing Phase Four (as described herein below).
At our discretion in certain cases, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in a supplemental document. Typically, these occur on larger projects and on projects that take longer than six weeks to complete. The payment methods we accept are check, credit card and PayPal. If your project exceeds $500 and you elect to pay by credit card or PayPal, a 3% surcharge will be added to your order to cover processing charges.
Current Hourly Rate
Throughout this document, reference is made to the 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 will provide you with our current hourly rate upon request.
Late Payment and Collections Policy
All invoices pertaining to web hosting, security, maintenance, or any work on your web site are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, WE RESERVE THE RIGHT TO SUSPEND YOUR WEB SITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT. We really hate to do this, so please pay promptly. Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonably attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $35. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check. Postdated checks are not an acceptable form of payment.
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 CANCEL THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 50% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON. IF YOU CANCEL THE PROJECT AT ANY POINT AFTER PHASE THREE HAS BEGUN (AS DEFINED IN “OUR WEBSITE CREATION PROCESS” BELOW), YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
Our Website Creation Process
PHASE ONE: Content
- At the beginning of your project, we will give you a “Concept Questionnaire” that will help us understand the colors and designs you prefer for your new web site which will be used in Phase Two.
- We will provide a document to guide you through the process of collecting the content we will need to create your new website.
- If you select our professional content creation service, our content writer will contact you and manage the collection and creation of the content.
- Phase One concludes when we receive in full the assembled content for the website.
PHASE TWO: Concept
- When we receive the content for your website and your Concept Questionnaire, we will begin work on the design concept for your web site.
- Since we will create the design for your new web site from
informationyou provide on the Concept Questionnaire, please be as specific as possible about colorscheme, imagery, branding, and the look you desire.
- If a logo design is part of the project, we will not begin to create the design concept until your new logo has been completed. This is important because we want the new design coordinate with your new logo.
- As part of our design process, we produce one design concept that has been created to effectively reach your target audience. This concept is adjusted throughout our communication with you in Phase Two until you are satisfied.
- Phase Two concludes when you approve the design concept for your website.
PHASE THREE: Development
- The concept layout approved in Phase One is converted into a customized WordPress template, pages are built and functionality is added.
- Phase Three concludes when we complete the web site and submit it to you for revisions.
PHASE FOUR: Revisions
- You review the web site for design and content and create a list of revisions that need to be made.
- Note: revisions are minor updates and changes to existing content and not new additions to the project.
- If you want to make revisions to the design concept created in phase one, other previously approved items, or if the time required to make revisions exceeds 4 hours, you will be billed for these changes on the final invoice at our current hourly rate.
- Phase Four concludes when you approve the requested revisions and the final payment is received.
PHASE FIVE: Launch
We will publish your web site so that it is viewable on your domain name. Important Note: Due to the nature of the Internet, it can take up to 36 hours for a newly published web site to be viewable by everyone.
Your new web site will be designed for viewing on modern screens and tested for compatibility in the following web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test on the Windows and Mac operating systems and on the most popular mobile devices at the time the site is created. Unless specifically requested by the client, we do not code for web browsers or operating systems older than the current release or for those in beta testing at the time the project is begun. There will normally be additional charges for this work.
Changes After Launch
The design project described by the Scope of Work in the Proposal of Services concludes when your web site is launched. Though we are happy to help you with changes to your web site after launch, any changes or modifications that were not included in the original scope of work, other than fixing existing bugs (see below), will incur our hourly rate for completion. An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your web site. Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:
- Your web site has problems or stops working after an update to WordPress or any plugins or software you are using (note: our care 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’tincluded in the original project.
- A new version of a web browser has issues displaying your web site 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.
The Use of Third Party Images and Photography
Securing the appropriate licenses for photography that you provide to us to use on your web site 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. It is not advisable to include any images on your web site (like those found on Google’s image search) without securing approval from the copyright holder for the image or assuring that the image is in the public domain. An investment in professional photography can make a significant difference in the visual impact your web site has on a visitor. We work with several photographers at varying price points should you desire this service. If you do not have professional photography and do not desire to employ a photographer, we often utilize royalty-free images obtained from stock photo web sites. The cost for licensing this stock photography is not included in the proposal and is billable on the final project invoice. We will ask for your approval before purchasing any stock photography. It’s usually very reasonably priced.
Intellectual Property (Who Owns What)
Your new web site will be build using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your web site, but neither of us “own” WordPress or the third-party plugins used to add features to your web site. When you hire us to build your web site, you are not purchasing WordPress, you are retaining our services to create a customized web site using the WordPress system. Any custom graphics, images, or photography we provide belongs to you as it is displayed on your web site. If you require high-resolution versions of any images or photographs we create (for use in print, advertising, merchandise, etc.), additional licensing may be required. We’re easy to work with on this. When we utilize images or other content that are licensed for use on your web site by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask. During the process of creating your web site, we will may create design, code, functionality, and processes. While this work is used on your web site, we retain ownership of these as our intellectual property and reserve the right to use them on future web sites as well. We also reserve the right to use of these items in future projects. This re-use helps us serve our future clients better, just as your web site will benefit from what we have learned and developed in previous projects.
Plugin Licenses and Updates
One of the most important strengths of WordPress is its immense ecosystem of third-party add-on software called plugins. Many of the plugins we use are free. However, we often use premium WordPress plugins that require an annual licensing fee for ongoing updates and support.
- Premium plugins used on your web site are provided at their current software version.
- WE CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM PLUGINS USED ON YOUR SITE IF YOU OPT
NOTPARTICIPATE IN OUR SITECARESERVICE.
Your Responsibilities in Web Site Security
We employ WordPress best practices for security when building your web site. However, studies have shown that a common way that hackers gain access to your web site is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:
- Installing and maintaining updated security software
- Using the most up-to-date version of your preferred web browser
- Keeping the operating system patched with recommended updates
- Keeping versions of Flash and Java up to date if they are installed.
If your web site falls victim to hackers, we are happy to help you recover. However, the process is quite time consuming and can become very expensive. Hack recovery is performed at our current hourly rate. We strongly recommend selecting our SiteCare Service (which include hack recovery) to protect your web site.
SiteHosting Web Site Hosting Service
Pricing in our proposal assumes web hosting on our private server. Our server is optimized for WordPress and our workflow. Since using other servers usually 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 choose not to host your website with us. IF YOU ELECT NOT TO HOST ON OUR SERVER, WE CANNOT BE RESPONSIBLE FOR THE SPEED OF YOUR SITE, THE PERFORMANCE OF ANY OF YOUR SITE FEATURES, OR THE UPTIME OF YOUR SITE. FIXING ANY PROBLEM WE DEEM TO BE RELATED TO YOUR WEB HOSTING WILL BE CONSIDERED BILLABLE AT OUR CURRENTLY HOURLY RATE. We use commercially reasonable efforts to make sites that we host available 99.9% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month. For the purposes of this agreement, unavailability means that either your web site is unresponsive, or your web site returns a server error response to valid user requests for more than 60 seconds of consecutive requests. Unavailability that is a result of scheduled maintenance is excluded from these conditions and will not be considered for service credit calculations. Scheduled maintenance is defined as maintenance that is announced at least 2 days in advance, and does not exceed one hour in any month. Typically scheduled maintenance occurs in off-peak hours (usually in the early morning). Service credits will be calculated as a percentage of the bill for the billing cycle that the unavailability occurred. The percentage for the credit will be calculated by dividing the number of minutes of unavailability by the total number of minutes in that billing cycle. The customer must request Service credits within 7 days of the unavailability occurring.
SiteCare combines SiteHosting on our private server with web site backups and software updates. With SiteCare, your web site’s files and database will be backed up automatically each day your web site has activity (if your web site does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we retain the previous backups for your site. Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you. If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service. If the restorations are due to user error, we will perform a maximum of 3 restorations in any 30-day period. Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum. SiteCare also includes monthly updates of the WordPress core software, your theme files, and your plugin files. We perform updates on your site once per month for the items that appear in the “Updates” area of your WordPress dashboard. If you hired us to build your site and we implemented premium plugins that require an annual paid subscription to receive updates, we will maintain the appropriate licenses for you as long as you subscribe to the SiteCare service. If we did not build your site and it includes premium plugins such as these, the responsibility is yours for maintaining the appropriate licensing to insure the availability of updates. 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. As part of the SiteCare Service, we will also take action at no cost when an update to a plugin creates conflicts or causes issues with the functionality of your web site. The actions we take typically involve the removal of the offending plugin and replacement with a similar plugin or other programming. Should such an issue occur, we will consult with you to determine the best course of action. IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION. IF YOU ELECT NOT TO PURCHASE OUR SUPERCARE SERVICE, THE TOTAL RESPONSIBILITY FOR PERFORMING BACKUPS AND KEEPING WORDPRESS AND ITS PLUGINS UPDATED IS YOURS.
Payment for SiteHosting and SiteCare Services
SiteCare services are purchased on a month-to-month basis.
Cancellation of SiteHosting and SiteCare Services
You may cancel SiteCare or SiteHosting services with a 30-day notice. Green Light Web Solutions does not offer refunds on SiteCare or
Third Party Services
From time to time, our clients might employ the services of a third party that involves modifications to the web site. GREEN LIGHT WEB SOLUTIONS LLC CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate.
Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. Automatically generated emails such as these are sometimes flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others. SINCE WE CAN ONLY CONTROL THE SENDING OF EMAIL AND NOT ITS RECEPTION, GREEN LIGHT WEB SOLUTIONS LLC CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON. While we employ best practices to increase deliverability, this service is not guaranteed and is provided at best effort. It is the client’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the client’s inbox.
Disclosure to Law Enforcement
We may disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.
Registering a domain name for your web site and paying the fee for it annually is your responsibility. We can assist in the process of registration and connecting your name to the web site if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. Be certain that the credit card the domain registrar has on file for you is current. WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED. Any time spent reestablishing your site after domain expires is billable at our current hourly rate. And FYI, this can be complicated to deal with.
Marketing and Attribution Link
We reserve the right to use your project as an example in our promotional material and case studies. At the end of your project, we may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past. Finally, we will place a small text link (called an attribution link) in the footer of your web site that states something like “Website Designed & Maintained By Green Light Web Solutions LLC” and links back to our website.
The Client agrees to indemnify and hold harmless Green Light Web Solutions LLC, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Choice of Law and Forum
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Colorado without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. Unless otherwise mutually agreed, the location of the mediation will be in Jefferson County, Colorado. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute. If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Jefferson County, Colorado.
Refusal or Discontinuation of Service
Green Light Web Solutions LLC reserves the right to refuse, restrict or terminate service to any client for any reason.
Disclaimer of Warranty
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER’S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
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.
Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
Using our services signifies that:
- You have read, understood, and agreed to this Master Services Agreement
- That this Master Services Agreement and the Proposal of Services documents comprise our entire agreement.
- That you agree that the two documents above govern your working relationship with Green Light Web Solutions LLC.
Green Light Web Solutions LLC