Complete Terms of Service

The Complete Terms of Service described below are included in our formal quote and task description document, provided to you for approval and signing after initial review and negotiation, and before work commences. Should you require changes or additions to these terms to match your needs and concerns, please feel free to to contact us for reviewing your particular case.

TERMS OF WORK AND DELIVERY

The following terms are established to ensure that you, the “Client”, will receive the final Work with the quality, cost and timeframe you expect; and that we, the “Provider”, receive appropriate compensation for all the work done in developing your Task. In this document, the capitalized word “Task” is defined as the assignment from the Client, as described above and in any attachments, and the word “Work” is defined as the Task’s implementation by the Provider.

THE CLIENT’S RESPONSIBILITIES

The Client is responsible for providing all assets and instructions necessary for the production of the Task, including text and other media, and server access details, where applicable, in a timely manner. We recommend a maximum turn-around of 48 hours following Provider request. Delays in delivering the necessities will impact the delivery timeframes quoted.

Costs resulting from the use or integration of requested third-party software and services, where applicable, will be borne by the Client, unless otherwise specified. Such costs, where the Provider is tasked with a purchase or subscription, will be provided up-front in full by the Client, and are only refundable in accordance with the third party’s policies.

Upon delivery of the final Work, the Client is responsible for evaluating its appearance and functionality, and for reporting any shortcomings between the Provider’s Work and the Client’s Task, no later than within thirty days from the date of delivery. If the Client does not report any shortcomings within the post-delivery evaluation term, the final Work is considered as approved and completed. After the set evaluation term, while the Provider may choose to remedy perceived shortcomings without a charge, the Client may not demand it, and should be prepared to pay an applicable rate for any follow-up work.

Should the Client terminate this agreement prior to final delivery, the Client is responsible for compensating the Provider for any unbilled work, in proportion to the total amount. In such a case, upon payment of the closing bill, the Client will receive a full copy of the completed Work in its current condition, with the understanding that the Work may or may not be fit for use in its incomplete state, and will agree to waive the Provider’s warranty for any unresolved defects in the Work. The Client may not request a refund for any aspects of the Work that have already been developed to whatever extent.

THE PROVIDER’S RESPONSIBILITIES

The Provider is responsible for securing copies of the Work and related assets for a term of one year after the final delivery, and for safeguarding any proprietary or confidential information provided by the Client in perpetuity. When the Task is completed, the final Work will be staged for evaluation, revision and approval on the Provider’s server. Upon complete payment, the Provider will deploy the final Work on the Client’s server and monitor its performance in the live environment for the agreed term (if applicable), and the Client will receive full copies of the final Work and related assets.

The Provider bears responsibility for fixing any emergent defects for the lifetime of the final Work, free of cost, including any defects in the original software created by the Provider, but excluding any defects present in third-party software used with the Client’s request or consent, or introduced with future updates to such software, or resulting from modifications to the Work by third parties, or changes in the server environment, or other factors independent of the Provider.

This lifetime warranty of quality applies only to defects, defined as bugs and vulnerabilities, discovered in the Provider’s final Work. It does not apply to perceived shortcomings in appearance or functionality, which must be reported by the Client within a term of thirty days from the date of final delivery for correction. Such corrected aspects, and any other aspects directly affected by the corrections, must again be evaluated by the Client within thirty days of their delivery.

The Provider will supply the Client with relevant documentation and/or training necessary for the use of the Work. The Provider will include sufficient comments in the source code to enable other developers to modify the Work. The Provider will be available for support requests without a charge for a term of six months following final delivery, including assistance on such use and modification of the Work that falls within the scope of the Task description, but excluding such use and modification that was not conceived as necessary in the original Task, which will be billed at the applicable rate.

The Provider will supply all license agreements governing the original work and any third-party software, which the Client must read and accept. Original work by the Provider is typically governed by a permissive open-source license, excepting such parts, unique to the Task and the Client’s business, that the Client may request to be licensed as exclusive or proprietary.

While the final Work is provided with confidence in its integrity and suitability for purpose, the Provider may not be held liable for any direct or indirect losses or expenses resulting from the use and dissemination of the Work, except where such losses are in clear and direct legal consequence of the Provider’s decisions or actions.

MID-WORK TASK AMENDMENT POLICY

Should the Client request changes to the described Task following the signing of this document and the commencement of work by the Provider, the following principles will be applied in determining the adjusted cost of the Task:

If the change is minor and is an equivalent replacement to an aspect not yet developed, it’s free of charge.
If the change conflicts with work already done, both the scrapped work and the replacement will be billed for.
If the change is a redaction of an aspect not yet developed, it will be deducted from the cost in proportion.
If the change is a redaction of an aspect already developed, it will be billed per the original agreement.
If there’s an addition of the same nature as other aspects of the Task, it’s billed at the same rate in proportion.
If the addition diverges substantially from other aspects of the Task, we’ll provide you with an additional quote.

Once the change is reviewed, we’ll provide you with a quote amendment for approval before commencing work relevant to the requested changes. Changes to the task, aside redactions, are likely to impact the delivery timeframes quoted.

CLIENT & PROVIDER: TERMS & TASK AGREEMENT

This document, along with any attachments, is a complete description of the Task and terms agreed upon by both the Client and the Provider. Any of the above may be supplemented or superseded by further amendments in writing which, once confirmed by both parties, will be included into the Task records. Unless otherwise stated, the terms and policies described on the following page apply for the production of this Task: < https://cmswares.com/developer/terms-rates >

This document was last revised on April 18th, 2019, with immediate effect.
The above terms, along with the summary terms, supplement, but do not supersede, any specific agreements with the client.