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Terms and Conditions

General Assumptions

  • While Element5 Digital recommends some 3rd party vendors to use for this project, this is not an official endorsement. The Client indemnifies Element5 Digital against any losses or damages arising from a third party vendor and their work/services.
  • The Client can request specific deadlines for work, but ultimately the Team Coordinator will set deadlines for work to be completed.
  • It is possible team members may change during the length of the contract. While we attempt to minimize this, some personnel changes are beyond our control. We will integrate a replacement team member if necessary as soon as possible. Contracts cannot be altered or voided by the Client based on personnel changes.
  • Drive time for off-site meetings is logged against the budgeted team hours per month. Time is counted on a per employee basis.
  • This proposal assumes all client meetings will be held at Element5 or within 20 miles of the Element5 office in Troy, Michigan. Travel and related expenses may be billed to the client if required but must be agreed upon first.
  • Client understands that the derived work is not “work made for hire.” Element5 gives the client a license to the application for use with the client’s company. License may not be redistributed, sold, transferred or licensed to a third party in anyway.
  • Element5 will support all modern desktop, tablet and mobile browsers, such as Chrome, Safari, Firefox, and Edge. This means browsers within the last two years. Internet Explorer (IE) has been deprecated by Microsoft and replaced by Edge. We support Edge, but not IE, unless specifically requested to do so (Ex. you have unusually high IE usage among your clients). This is because current global usage of IE is only 3.21%, but it requires 25% more development time.
  • Brand new versions of browsers (less than a month old or those released since the proposal execution date) may not be supported. We do not currently test for smartwatches.

Legal

  • This proposal is valid for 30 days after its delivery date. The prices listed only apply to this proposal and are not applicable to other projects.
  • Element5 and client have the right to terminate this agreement at will. In the case of termination, the client would be responsible for the contract costs incurred up to the final day the contract is valid.
  • The client will have full copyright over all files custom developed by Element5 for the client.
  • The client holds harmless Element5 against any loss, damages or missed sales arising from website downtime, email downtime, website bugs and/or any issues not related to work Element5 would be performing or may perform.
  • The Customer shall pay to Element5 all costs and expenses of collection, including without implied limitation reasonable attorneys’ fees, incurred by Element5 in connection with the collection of amounts payable by the Customer hereunder or the enforcement of the Customer’s obligations hereunder.
  • The client agrees it will not entice away or employ an employee from Element5 during a period of three years from the acceptance date of this agreement.
  • Element5 is not responsible for any changes made to the website by a third party.
  • The client indemnifies Element5 against any loss or damages arising from privacy policy or terms of use content provided to the client to use on the website.
  • The client acknowledges that Element5 is providing services on a non-exclusive basis and may provide services of similar nature to other clients.
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. If a dispute arises between Customer and Element5, both shall negotiate in good faith and shall attempt to resolve the dispute within 30 days. If the dispute cannot be resolved through commercial negotiation, then dispute shall be arbitrated in Oakland County, Michigan.
  • It is assumed the client has licensing right on any images provided to Element5 for use on the website.

Payment Terms

  • Invoices for this agreement will be billed on a monthly basis. Invoices will be sent in advance for the month they are intended for.
  • If the client fails to stay current with payments, work may be halted by Element5 and the hours intended for that time frame may be considered lost to the client. The client is still under contractual obligation to pay outstanding invoices and future invoices remaining for the duration of the contract.
  • No files will be released or launched if the client has outstanding bills with Element5.
  • All invoices are Net-15 payment terms. Services outside the agreed upon scope will be quoted as stand-alone projects and will be invoiced outside of the monthly agreement.