Agreement means the Project Proposal, Terms and Conditions and any other attached
"Business day" means any day between Monday and Friday, inclusive, except for public
Client Content means all materials, writing, images or other creative content provided
by Client used in preparing or creating the Deliverables.
Deliverables means the services and work product specified in the Project Proposal
to be delivered by RCHP to Client.
"Design revisions" means the number of times a single design will be revised according
to a single batch of changes from the Client. Each batch of changes can be unlimited
in scope, however they must be submitted to RCHP simultaneously, otherwise each additional
change will be considered a new revision.
Designer Tools means all design tools developed and/or used by RCHP or Designer in
performing the Services, including pre-existing and newly developed software including
source code, Web authoring tools, type fonts, and application tools, together with
any other software, or other inventions whether or not patentable, and general non-copyrightable
concepts such as website design, architecture, layout, navigational and functional
Final Deliverables means the final versions of Deliverables provided by RCHP and
accepted by Client.
"Google location map" refers to the code sourced from http://maps.google.com to display
a Google map which demonstrates the location of the Client's business. It does not
include any custom mapping or claiming Google map listings unless specified otherwise.
"Minimum service charge" means $30 (30 minutes at the standard hourly rate). This
includes time spent on phone or video calls, on emails, face to face or in any other
Project means the scope and purpose of the Client’s identified usage of the work
product as described in the Project Proposal.
"Standard hourly rate" means $60 per hour unless specified otherwise.
Services means all services and the work product to be provided to Client as described
and otherwise further defined in the Project Proposal.
Third Party Materials means proprietary third party materials which are incorporated
into the Final Deliverables, including without limitation stock photography or illustration.
II. Financial Arrangements:
Printing Fees: Fees for printed matter to RCHP are due and payable regardless of
price are to be paid for when order is placed.
Design and coding Fees: Website, electronic publications and any design or coding
projects less than $800 are due with order or upon signing contract. Projects over
$800 require 1/2 upon signing contract, and 1/2 due upon "delivery" (hand-off or
uploading of site to Web Host server). All payments will be made in US funds. If
the client does not supply RCHP with complete text, graphics and other content for
all Web pages contracted for within 30 days of the date contract was signed, the
entire amount of the contract becomes due and payable.
Hosting Fees: The Client agrees to a three (3) month contract, beginning upon commencement
First three (3) months payment plus a non-refundable setup charge, if any, shall
be due upon receipt of contract.
This agreement will automatically renew for successive three (3) month periods for
the life of the contract until cancelled in writing. Clients will receive an invoice
for charges and payment is due upon receipt. Clients paying by credit card expressly
agree to have their credit card account billed quarterly for the recurring charges
for the life of the contract including any automatic renewal periods.
For accounting purposes, renewal charges for contracts received on or after the 20th
of the month will accrue as of the 1st of the following month. By way of example,
an account setup on August 20th will be setup immediately and the initial payment
will be due with the contract. The initial term of the agreement will be August 20
through November 30. The first renewal charge will be due in December for second
quarter of services.
Excess work fees: This is defined as any work involving additions to the list of
items defined in the Project Quote, Contract or changes to any and all pieces of
completed projects, after approval by the Client or an authorized representative
From time to time the Client may require extra design requirements during a project,
or extra files upon completion of a project. The Client will be informed that the
alterations or changes requested fall outside the scope of the original quote or
estimate. If the Client wishes these alterations to be made they must agree in writing,
and additional fees at the standard hourly rate will be payable.
Should additional work not initially quoted for be requested during the project,
a progress payment will be payable prior to further work being carried out. Otherwise,
all additional costs will be added to the final invoice, payable prior to delivery
of the final product/s.
Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is
payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to
Collection Expenses: Client shall pay all collection or legal fees caused by late
Withholding Delivery: Designer may withhold delivery and transfer of ownership of
any current work if accounts are not current or overdue invoices are not paid in
Withholding License: All grants of any license to use or transfer ownership of any
intellectual property rights under this Agreement are conditioned on full payment,
including all outstanding Additional Costs, Expenses, Fees, or any other charges.
RCHP shall not be liable for any taxes or other fees to be paid in accordance
with or related to sales made from the Client using RCHP's server. The Client agrees
to take full responsibility for all taxes and fees of any nature associated with
such products sold by the Client.
IV. Trademarks & Copyrights:
RIGHTS TO FINAL ART
License: Designer grants to Client a non-exclusive, perpetual and worldwide license
to use and display the Final Deliverables in accordance with this Agreement. The
rights granted to Client are for use of the Final Deliverables in its original form
only. Client may not change, create derivative works or extract portions of the Final
RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
Client Content: Client Content is the exclusive property of the Client. Client grants
Designer a nonexclusive, nontransferable license to use, reproduce, modify, display
and publish the Client Content solely in connection with Designer’s performance of
the Services and limited promotional uses of the Deliverables as authorized in this
Agreement. The Client warrants that it has the right to use the applicable trademarks,
Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client
shall return all Preliminary Works to Designer within thirty (30) days of completion
of the Services.
Designer Tools. All Designer Tools are and shall remain the exclusive property of
RCHP or Designer. RCHP grants Client a nonexclusive, nontransferable, perpetual,
worldwide license to use the Designer Tools solely to the extent necessary with the
Final Deliverables for the Project.
V. Client Responsibilities
Obligations. Provide Client Content in a form suitable for use in the Deliverables
without further preparation by Designer, unless otherwise specified in the Project
Proposal; Client shall be responsible for the accuracy and completeness of the Materials
and cooperate with RCHP to provide any and all necessary information, and other Client
Property that may be required for the full design and development of any Client Website
and any Webpage contained therein. The failure to reasonably provide such requested
information within 30 days of request by RCHP shall constitute a material breach
of this Agreement by Client and shall relieve RCHP of any further obligations hereunder.
In such event, Client shall not be entitled to any refund, credit or other reduction
in fee for any unfinished work. Client shall be entitled to a copy of the work completed
to up to the point of the material breach. The Client certifies that he or she is
at least 18 years of age.
Primary Contacts. The Client shall appoint one (1) individual within Client’s organization
to serve as primary contact between the Client and RCHP for purposes of each Design
or Development project. Contact information for this individual shall include email
address and telephone number.
Internet Etiquette: The Client may not use RCHP servers for the purpose of MASS Electronic
Junkmail. The Client may not use RCHP servers for excessive computation time inappropriate
for Internet Web servers. The Client may not install in her/his account any program
which presents a security problem on that server. RCHP reserves the right to immediately
cancel any service account which is causing a disruption of services for other Clients.
Electronic forums such as mail distribution lists and Usenet news groups all have
expectations regarding subject area and appropriate etiquette for posting. Users
of these forums should be considerate of the expectations and sensitivities of others
on the network when posting material for electronic distribution. The network resources
of RCHP may not be used to impersonate another person or misrepresent authorization
to act on behalf of others or RCHP. All messages transmitted via RCHP should correctly
identify the sender; users may not alter the attribution of origin in electronic
mail messages or posting. Users must not attempt to undermine the security or integrity
of computing systems or networks and must not attempt to gain unauthorized access.
VI. Approval of websites and printed items
While RCHP takes all care to avoid errors, We accept no responsibility for typographical
errors, spelling mistakes or incorrect information on any project committed to print
or production. It is the responsibility of the Client to proof read and approve all
final copy/content/layout before the production of artwork or publication of websites.
With all printing there may be some color variations from what appears on a monitor,
TV or other electronic device, to the final printed product, including previous orders.
This is due to the nature of CMYK printing and bulk-run printing system. In all such
cases, there will be no reprints at Our expense.
The email verification of the Client or an authorized representative thereof shall
be conclusive as to the approval of all work prior to their release for printing,
implementation or installation. No refunds or reprints are given after a Client-approved
product/design has gone to print.
Approval of website designs
Once a website design is complete, RCHP will provide the Client with the opportunity
to review the resulting work. RCHP will make minor changes at no extra cost within
7 days of the start of the review period.
Minor changes include small textual changes and small adjustments to placement of
items on the design. It does not include changes to images, color schemes or any
navigation features. Any minor changes can be provided to RCHP in writing. The Client
has accepted and approved the original draft if no notification of changes is received
in writing from the Client within 14 days of the start of the review period. After
this time, an hourly fee is payable for all amendments at the standard hourly rate.
Completed project review period
When We have completed all of the project requirements and provided the final Deliverables
to You, You have seven (7) days to notify Us of any errors or changes. Any changes
within the scope of the project will be made promptly; all other changes may be subject
to additional fees.
If You have not reported any such changes to Us within seven (7) days, We will submit
to You an invoice for the balance of the project.
ACCREDITATION AND PROMOTION
Accreditation: RCHP shall be entitled to place accreditation, as a hyperlink or otherwise,
in the form, size and location as incorporated by Designer in the Deliverables on
each page of the Final Deliverables.
Promotion: RCHP retains the right to reproduce, publish and display the Deliverables
in RCHP’s portfolios and websites, in galleries, design periodicals and other media
or exhibits for the purposes of recognition of creative excellence or professional
advancement, and to be credited with authorship of the Deliverables in connection
with such uses.
PromotionalApproval: Either party, subject to the other’s reasonable approval, may
describe its role in the Project on its website and in other promotional and marketing
materials, and, if not expressly objected to, include a link to the other party’s
VII. Limited Liability
The Client expressly agrees that use of RCHP's Server is at the Client's sole
risk. Neither RCHP, nor its employees, affiliates, agents, third party information
providers, merchants licensers or the like, warrant that RCHP's Server service will
not be interrupted or error free; nor do they make any warranty as to the results
that may be obtained from the use of the Server service or as to the accuracy, reliability
or content of any information service or merchandise contained in or provided through
the RCHP Server service, unless otherwise expressly stated in this Agreement.
Under no circumstances, including negligence, shall RCHP, its officers, agents or
anyone else involved in creating, producing or distributing RCHP's Server service
be liable for any direct, indirect, incidental, special or consequential damages
that result from the use of or inability to use the RCHP Server service; or that
results from mistakes, omissions, interruptions, deletion of files, errors, defects,
delays in operation, or transmission or any failure of performance, whether or not
limited to acts of God, communication failure, theft, destruction or unauthorized
access to RCHP's records, programs or services. The Client hereby acknowledges that
this paragraph shall apply to all content on RCHP's Server service.
Notwithstanding the above, the Client's exclusive remedies for all damages, losses
and causes of actions whether in contract, tort including negligence or any other
theory, even if RCHP has been advised of the possibility of such damages. RCHP’S
total liability for any claim arising from or related to your use of this Site shall
not exceed the aggregate dollar amount which the Client paid during the term of this
Agreement or one hundred dollars (US$100), whichever is less.
These Terms are governed by and shall be construed in accordance with the laws of
the State of Missouri without giving effect to any principles of conflicts of law.
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from these Terms and shall not affect
the validity and enforceability of any remaining provisions. These Terms are effective
unless and until terminated.
Headings and numbering used in this Agreement are for convenience and reference only
and shall not affect the scope, meaning, intent or interpretation of this Agreement,
and shall not have any legal effect.
RCHP may utilize the services of subcontractors to fulfill any or all of its obligations
under this Agreement. RCHP my assign any or all of its rights and obligations to
any third party without advance notice to you. In such event such third party shall
be obligated to fulfill all terms set forth herein to the same extent as if this
Agreement had not been assigned.
Refusal of Service
RCHP reserves the right to refuse any Design or Development assignment for any reason.
The Client may only use RCHP's Server for lawful purpose. Transmission of any
material in violation of any Federal, State or Local regulation is prohibited. This
includes, but is not limited to copyrighted material, material determined by RCHP
to be threatening or obscene, pornographic, profane, or material protected by trade
secrets. This also includes links or any connection to such materials.
The Client agrees that it shall defend, indemnify, save and hold RCHP harmless
from any and all demands, liabilities, losses, costs and claims, including reasonable
attorneys' fees, ("Liabilities") asserted against RCHP, its agents, its Clients,
servants officers and employees, that may arise or result from any service provided
or performed or agreed to be performed or any product sold by the Client, its agents,
employees or assigns. The Client agrees to defend, indemnify and hold harmless RCHP
against Liabilities arising out of (i) any injury to person or property caused by
any products sold or otherwise distributed in connection with RCHP's Server; (ii)
any material supplied by the Client infringing or allegedly infringing on the proprietary
rights of a third party; (iii) copyright infringement and (iv) any defective product
which the Client sold on the RCHP Server.
Revisions to this Contract will be applicable to previous Contracts. Revisions will
be considered agreed to by the Client on renewal of RCHP Services as specified in
Section II. Financial Arrangements.
The Client may not transfer this agreement without the written consent of RCHP.
This Agreement constitutes the entire understanding of the parties. Any changes or
modifications to this Contract thereto are agreed to by both parties upon renewal
This Agreement may be terminated by either party, without cause, by giving the
other party 30 days written notice. Notice must be made by mail or electronic mail.
RCHP will not accept terminations over the telephone. Notwithstanding the above,
RCHP may terminate service under this Agreement at any time, without penalty, if
the Client fails to comply with the terms of this Agreement, including non-payment.
RCHP reserves the right to charge a reinstatement fee.