1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by DreamSite Gurus LLC (DSG) or “DreamSite Gurus” for its clients. There may be occurrences where an Agreement by DreamSite Gurus LLC (DSG) with Client will have terms that supersede these standard Terms and Conditions.
2. OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
You agree to pay DreamSite Gurus (DSG) monthly fees in order to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent DreamSite Gurus (DSG) Contract. Upon notification, DreamSite Gurus (DSG) may change the maximum monthly fees in accordance with procedures created by the search providers and publishers from time to time. All monthly fees are due at the end of each calendar month, unless otherwise specified in your Contract. Some monthly fees are required to be retained before work commences.
DreamSite Gurus (DSG) has the right to charge incremental media markup fees on any media platforms up to 20% to cover the additional cost of placing media.
All statements are due on receipt or the due date declared on the invoice (e.g., Statement submitted with a Net-60). Any unpaid statements or invoices are subject to a 1.5% late fee. A 14-day grace period is provided unless it has been declared otherwise. The grace period begins the day after the due date. Late fees will not accumulate during that time. The 1.5% late fee will be accrued on a monthly basis. Late fee amounts will not exceed the original statement balance. If an account becomes 45 days past due, all activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.
3. SUPPLY OF MATERIALS FOR WEB PROJECTS AND ADVERTISING
You must supply all materials and information required by us to complete the work in accordance with any agreed scope or specification. Such materials may include but are not limited to photographs, written copy, logos, and other printed material. Where there is any delay in supplying these materials to us, which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
Further, you represent that the material and information you provide to DreamSite Gurus (DSG) is truthful, not misleading, and that you have the authority to represent this product and service information to DreamSite Gurus (DSG).
4. VARIATIONS
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However, any significant deviation from the specification will be charged at the rate of $150.00 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is necessary that a single point of contact be appointed from your side and be made available daily to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within seven days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved or considered to be 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.
7. REJECTED WORK
If you reject any of our work within the 7-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.
8. PAYMENT
Upon completing the 7-day review period, we will invoice you for the project’s 50% balance.
9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names, and trademarks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
10. LICENSING
Once you have paid us in full for our work, we grant you a license to use the website and its related software and contents for the website’s life. There may be additional costs for the use of 3rd-party software licenses.
11. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform search engine optimization according to current best practice.
12. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer, which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
13. DISCLAIMER
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements, or representations whether express, implied, statutory, or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of DreamSite Gurus (DSG) under any term, condition, warranty, or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
14. SUBCONTRACTING
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
15. NON-DISCLOSURE
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
16. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal, including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting, or comparable expenses.
17. BACKUPS
You are responsible for maintaining your own backups with respect to your website, and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
18. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply you with account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred. Domains purchased on your behalf will be released to you within thirty (30) days after service has been terminated.
19. CROSS BROWSER COMPATIBILITY
By using current versions of well-supported content management systems such as “WordPress,” we endeavor to ensure that the websites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome, and Safari. Third-party extensions, where used, may not have the same level of support for all browsers. Where appropriate, we will substitute alternative extensions or implement other solutions, on a best-effort basis, where any incompatibilities are found.
20. E-COMMERCE SERVICES
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify DreamSite Gurus (DSG) and its subcontractors from any claim, penalty, tax, tariff loss, or damage arising from your or your clients’ use of Internet electronic commerce.
21. SEARCH ENGINE MARKETING AND OPTIMIZATION SERVICES
DreamSite Gurus (DSG) (DSG) provides search engine marketing, optimization, and associated services on a local, national, and international basis. We will submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube, and other sites. The terms and conditions of these providers all apply. DreamSite Gurus (DSG) (DSG) will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
22. NO GUARANTEES
You acknowledge and agree that DreamSite Gurus (DSG) makes no specific guarantee or warranty regarding the service providers, search providers, and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any particular results. DreamSite Gurus (DSG) does not warrant the number of calls, clicks, impressions, or website visits or that paid search advertising will appear in response to any particular query. DreamSite Gurus (DSG) does not warrant that the performance will be error-free but will immediately correct errors upon identification. Upon the contingency in which DreamSite Gurus (DSG) accepts a contract for services, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency. We do not guarantee that your website will be online 100% of the time.
23. RECORDING INTERACTIONS
Using meeting software or a recording device, such as a microphone, video recorder, or camera, is often a helpful way to capture and preserve information about conversations, interviews, and phone calls in which you participate with us. We may record any interaction mentioned above for this purpose. This disclosure will serve as notice and consent to perform these actions.
24. TERMINATION
Unless otherwise specified in the project’s Statement of Work (“Scope of Work”, “Proposal”, “Contract”) DreamSite Gurus (DSG) requires a 90-day written notice to terminate your agreement. There is no fee for canceling with proper notice. There may be a “transfer fee” cost associated to transfer your data and close your account, the amount will be determined at time of cancellation. This “transfer fee” is strictly the hours required to prepare your assets and deliver them to you.
25. EARLY TERMINATION
An early termination fee of 25% or $500 (whichever is greater) is required if 90-day written notice is not provided.
26. LIMITATION OF LIABILITY AND GOVERNING LAW
The maximum aggregate liability DreamSite Gurus (DSG) may have to you will be limited to the total amount of fees collected from you. DreamSite Gurus (DSG) will have no liability in connection with the functionality or content of any search provider or internet publisher or website not owned by DreamSite Gurus (DSG). This agreement shall be governed and construed by the laws of the State of Colorado. Any claims against this agreement must be made within six months from the date of the subject of the claim and must be made in writing to:
Attention: Andrew McSpadden
DreamSite Gurus (DSG)
5610 Ward Road Suite 300
Arvada, Colorado 80002
Should a claim arise, you agree to waive a trial by jury and to first seek a resolution by arbitration in Jefferson County, Colorado, using a mutually agreed upon member of the American Arbitration Association.
27. AUTHORITY
The person signing the Contract certifies that (s)he is lawfully authorized to purchase services on behalf of your company.
28. EFFECTIVE UPON EXECUTION
Terms and Conditions are binding on both parties on the date the Statement of Work (“Scope of Work,” “Proposal”) is signed and/or payment is made.
Last updated: September 09, 2021