Let’s Not Make It Weird: Terms and Conditions

The following Terms and Conditions (the “Agreement”) applies to all services and products (“the Project”) provided by Awesomesauce Creative LLC (hereinafter referred to as “Awesomesauce,” “We,” “Us,” or “Our”), and in the event of any dispute, are governed by the laws of Weld County, Colorado.

The placement of an order by email, verbally, or in writing by the Client (“You” or “Your”) for design and/or any other services or products offered by Awesomesauce is deemed to be acceptance of these Terms and Conditions, which are freely available at awesomesaucecreative.com/work-agreement.

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Awesomesauce reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

Project Acceptance

Written acceptance is required for us to work on the Project. This may be done a few ways: sign the estimate/quote digital file; click reply on the estimate/quote email, and type “Let’s do this!” (or something that clearly indicates that We are getting the party started); or print, sign and return a hardcopy or scan of the signed document. Alternatively, You may submit an official purchase order; however, You agree that these Terms and Conditions, not those in the purchase order, govern the Project.

An estimate/quote validated by the Client’s signature, constitutes acceptance of the estimate/quote and an agreement to comply fully with all the Terms and Conditions, and forms a Contract for Business between the signatory and Awesomesauce.

Fees and Payments

Charges and Deposit: Charges for the Project are set out in the estimate/quote. A non-refundable payment of 50% of the quoted fee is due before We begin work on the Project. The remaining 50%, and any fees for work done outside of the original scope of the Project, are due upon completion of the Project and before the deliverables are provided. If the Project’s timeline is extended over a length of time, or We pay out-of-pocket costs, We may find it prudent to establish a different payment schedule.

Rush Fee: A ‘rush fee’ will be added to the cost of the Project should the Project require delivery that puts restraints on Awesomesauce’s usual capacity to complete the Project given available resources, including hours of operation, current workload, internal human resources, and subcontractor availability.

Pricing: We may periodically increase the pricing of Our services and products without prior notice.

Payment: Invoices and statements will be emailed. Unless otherwise agreed in writing, payment is due within 15 days of the date of the invoice, on or before the due date noted on the invoice. If the invoice isn’t paid within 30 days, You will receive a statement reflecting an 18% annual (1.5% monthly) late payment charge assessed as of the date of the invoice. Work in progress will be put on hold until Your account is current.

Preferred Payment: We offer a ‘preferred payment’ discount for payments made by electronic bank transfer, direct deposit, or check made payable to Awesomesauce Creative. You will be invoiced for the discounted rate unless You inform Us that You would prefer to pay Our full rate with a credit card, at which time any applicable invoices will be adjusted to reflect the full rate.

Returned Payment Fees: There is a $25 fee for returned checks and payments that are reversed for any reason.

Refunds and Credits: Unless otherwise specified in the estimate/quote or in these Terms and Conditions, refunds will not be given for any payments received. If You cancel a project because of circumstances reasonably beyond Your control, We may credit unused funds to a future project. Refunds and credits will not be granted for any product or service for which We incur out-of-pocket costs.

Any unused proofs, revisions, time, or other work included in the estimate/quote will not warrant a reduction in costs or be carried over to future work.

Default: An account will be considered default if it remains unpaid for 30 days from the date of invoice, or immediately following a returned check or payment reversal. We reserve the right to decommission Our work, including design, websites, code, printed products, written text, subcontractors, third-party services, and digital files, until the amount due has been fully paid. Removal of materials does not relieve You of Your obligation to pay the amount due. You agree to pay all of Awesomesauce’s reasonable legal and accounting expenses and third-party collection agency fees in the enforcement of the debt and these Terms and Conditions.

Change Orders: Changes required over and above the work in the estimate/quote, or in addition to the agreed scope, or where You make changes to the supplied copy, or changes are required to be carried out after acceptance of the draft design, will result in an additional charge.

Assets: Photography and art direction, stock art searches, stock art licensing, media conversion, digital image processing, color correction, alteration of images, image and document scanning, transcription, and data entry services will result in an additional charge.

Delivery: Delivery, shipping, and handling of physical products, including printed materials, fabricated materials, merchandise, apparel, or any other tangible goods, will be an additional charge.

Project Timeline

Provision of Assets: You agree to supply Us with all necessary materials, including text, graphics, images, account credentials, and other information required to create and complete the Project, and to supply them in a timely manner.

Data Formats: You agree to Our definition of acceptable means of supplying data to the company, as outlined in the Project estimate/quote.

Project Duration: We will confirm the estimated project duration after We receive from You the initial payment and all necessary materials and information pertaining to the Project. Any indication given by Awesomesauce of a Project’s duration is to be considered by the Client to be an estimation. We cannot be held responsible for any project overruns, whatever the cause.

Proofs: Proofs for design work and written copy will be provided as appropriate file type(s) via email or a download link, and will be watermarked and or encrypted to prevent unauthorized use of the files. A production proof or sample will be provided to You upon request for a printed or fabricated item, and may result in an additional charge.

Review and Revision: Once the initial design is complete, You will be given the opportunity to review the resulting work and notify Us in writing of any revisions. We will make, at no additional charge, any revisions as defined in the Project estimate/quote. The review and revision process will continue until the number of revisions and/or hours, as specified in the estimate/quote, have been completed.

Project Completion: We consider the Project complete upon receipt of Your written approval and deposit of final payment. The Project will be considered closed when the deliverables have been provided to You, and any further work on the Project will cause a new project to be started with fees charged relative to the work. Other services including printing, production, and installation that We contract on Your behalf may be treated as a separate project and charge.

Deliverables: The final deliverables, as stated in the estimate/quote, will be provided to You upon Your written approval and deposit of final payment. Design deliverables will be emailed; completed websites will be published to Your hosting server; and physical products will be delivered to You in a manner that We deem to be appropriate.

Project Hold or Cancellation

Automatic Hold/Cancellation: The Project will automatically be put on hold within 30 days, and cancelled within 60 days if: We have not received the deposit or otherwise outstanding payments due; You have not provided requested information and/or assets needed to work on the Project; You are incommunicable; or You have otherwise hindered Our ability to work on the Project.

Force Majeure: If a cause that is beyond reasonable control prevents either Party from performing the necessary duties to work on the Project, both Parties will be excused from performance of duties until such time as the affected Party is able to resume its performance as reasonably practicable. If Awesomesauce is required to put the Project on hold, We will waive any fees for work done above payments received until such time We are able to resume the project.

Consequence: Unless otherwise agreed, the Client will receive an invoice, payable within 15 days, for all work done as of project hold or cancellation that is above any payments received prior. Deliverables will not be given, and all intellectual property remains with the rightful owner.

Right of Refusal: We reserve the right to not continue work on a project that is put on automatic hold or cancellation; is cancelled by the Client; or is put on hold by the Client for greater than 60 days.

Technical Support

Awesomesauce is not obligated to provide technical support to You, or a third party, for files, systems, or other deliverables that We provide for the Project.

Project Alterations

You agree to give Us first rights to modify designs We create, including logos, written copy, print materials, advertising, graphics, artwork, and websites, and that such modifications will result in an additional charge. Our inability or denial to alter the work does not constitute a transfer of copyright, nor does it constitute release of Our source files. Awesomesauce holds no responsibility for any alterations made to Our work by You or a third party.

Website Design Only

Proof and Review: We require that You approve a wireframe and/or design template before We build (i.e. code) the website. When We have completed the initial build, You will be given the opportunity to review the functional website via a password-protected portal during the designated review period.

Rights of Access for Website Development: You agree to allow Us all necessary access to computer systems and other locations, as required, in order to complete a website project, including the necessary read/write permissions, usernames, and passwords. You also agree to allow Us access to any computer systems, usernames, and passwords required to remove the website if You fail to comply with these Terms and Conditions.

Hosting and Domain Registration: Fees due to third-party domain registration and hosting organizations are Your responsibility; Awesomesauce is not liable for their payment, nor for the renewal of domain names or hosting, which are the sole responsibility of the Client/domain owner.

Change of Service: We may request that You change the type of hosting account used if We deem the current account to be unacceptable because of poor service, lack of bandwidth, or is in any other way insufficient to support the website.

Website Loss of Data: Awesomesauce is not responsible for any loss of data as a result of Your failure to maintain within good standing the domain registration and hosting service for the website, the result of which may be the temporary or permanent loss of the domain name and/or the website files. You are solely responsible for reinstating the domain name registration and the hosting service for the website in a timely manner.

Search Engine Submission: We do not provide search engine submission and optimization services and cannot guarantee placement of the website in search engine results. We recommend that You use an SEO specialist.

Website Maintenance: You agree to allow Us to maintain the website on a monthly schedule, which includes updating WordPress software, database, plugins, theme, and custom code, and that such service will result in an additional charge. You must inform Us in writing if You decline maintenance or want maintenance to be performed on a different schedule. You assume all responsibility for any website malfunctions as a result of maintenance not being performed as recommended, including security breaches, plugin conflicts, interface issues,, and loss of data.

Website Content Management: You agree to allow Awesomesauce to make any and all modifications to the website, including text, images, design, layout, and code, and that such modifications will result in an additional charge. If You, or a third party on Your behalf, requires the ability to modify any component of the website, or to otherwise administer the website, this constitutes a release of Our source files and will result in a separate charge relative to the Project. You assume all responsibility for any and all damages caused to the website by Yourself or the third party, whether intentionally or unintentionally.

Printing and Production Only

Awesomesauce and its clients agree to comply with Printers’ and Fabricators’ Terms and Conditions, which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. We recommend that, if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.

We are not responsible for costs associated with printing or reprints should an error in the design or content be realized after the Project has been printed or produced. Your approval of the Project prior to it being printed or produced releases Awesomesauce from any liability.

Awesomesauce is not responsible for installations made by a third-party.

Source Files

Awesomesauce retains copyright ownership of all of Our design source files, including indd, psd, ai, png, jpg, doc, website files, raw code, and any other source files used in the creation of the Project. If You require these files for any purpose, there will be a separate quote or ‘buy-out’ charge. We reserve the right to deny the release of Our design source files for any reason.

Copyright and Ownership

Other than the content the Client owns, Awesomesauce and/or its licensors own all the intellectual property rights and materials used for the Project, including source files, words, pictures, ideas, visuals, illustrations, graphics, typefaces, code, concept sketches, templates, and website themes, unless specifically released in writing, and after all costs have been settled.

If a choice of design is presented and one is chosen for the Project, only that solution is deemed to be given by Us as fulfilling the contract. All other designs remain Our property, unless specifically agreed in writing, and may not be used by the Client or a third party.

By supplying images, text, or any other data to Us, You grant Us permission to use this material freely in the pursuit of the design. By supplying material to Us for inclusion in Your project, You declare that You hold the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with You, or the rightful copyright or trademark owner.

Any artwork, images, or text supplied and/or designed by Us will remain Our property, and/or Our suppliers’, unless otherwise agreed in writing. A license for use of the copyright material is granted to You solely for the Project defined in the scope or request and not for any other purpose. You may request in writing from Us the necessary permission to use materials (for which We hold the copyright) in forms other than for which it was originally supplied, and We may, at Our discretion, grant permission and may charge for the additional usage. Such permission must be obtained in writing before any of the aforesaid artwork, images, text, or other data is used.

Any software, code, plugin, or other third-party material used in a print, web, or digital project remains the property of the creator, and any ongoing license fees or fees for upgrades are the responsibility of the Client, not Awesomesauce. Should We or the Client supply an image, text, audio clip, or any other file for use in a print design, website, or any other medium believing it to be copyright- and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, You will agree to allow Us to remove and/or replace the material in the design or website.

Licensing

Any design, copywriting, drawing, idea or code created by Awesomesauce, or any of its contractors, is licensed for the Client to use on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Awesomesauce and any of its relevant sub-contractors.

All design work, where there is a risk that another party makes a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use, or searches and legal advice sought as to its use. We will not be held responsible for any damages resulting from such claims.

If Awesomesauce does include, in all good faith, any images and/or data, that it subsequently discovers is in contravention to such Terms and Conditions, the Client is obliged to allow Us to remove the contravention without hindrance or penalty. Awesomesauce is to be held in no way responsible for any such data being included.

Rights of Refusal

Awesomesauce will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene, or illegal. We reserve the right to refuse to include submitted material without giving reason.

All advertising material must conform to all standards laid down by all relevant advertising standards authorities.

Design Credit

For a website designed and/or built by Awesomesauce, we will place in the footer a small credit in the form of a line of text and a link to Our own website. We will place a small design credit on the work, including printed materials, exhibition displays, and advertisements, that We have designed or produced at a price discounted by 20% or more, or contributed in-kind.

You agree to fairly credit Awesomesauce for Our work in press releases and in any other publicity in which the work We created is referenced.

We will showcase the work on Our website and portfolio for self-promotion. If You do not want Us to use a design in part or in whole for self-promotion, such as if it includes information You deem to be sensitive, or if You want Us to delay public exhibition of the work, You agree to notify Us in writing within the 14 days following the Project’s completion. If We do not receive notification within this time, We will assume permission has been granted for the work to be publicly displayed. If You submit a request in writing after the work has already been displayed, You agree to give Us 48 hours to remove the work from Our website and portfolio.

We reserve the right to submit the work to competitions, and to fully claim any awards, monetary or otherwise, that We may receive for the work.

You will not hold Awesomesauce liable for any losses or damages that result from Us using the work in Our publicity.

Testimonials

We may use testimonials, and the otherwise kind things You say with regard to Our work and performance, for promotional purposes on Our website and in Our own publicity.

Project File Storage

We will archive the design source files and deliverables for the completed project for one year following close-out of the Project. During the archival period, You may request by email the original Project’s deliverable(s) up to three times at no additional cost. Further requests, or requests causing Us to create a new deliverable, will result in an additional charge.

Awesomesauce is not responsible for the loss or damage of data, including website files and code, design files, written copy, images, and code due to backup failure or accidental deletion.

Affiliation

Awesomesauce may receive compensation for recommendations made in reference to products and services. This compensation may be in the form of money, services, or complimentary products. Should You purchase a product or service We recommend, it is understood that We may receive some form of compensation from the affiliated product or service provider.

Email List

Our clients are automatically subscribed to one or more of Our email lists so that We may communicate pertinent information to You, including business matters, special offers, news, and information about Our products and services. You may opt out of Our email list(s) using the link provided at the bottom of the email, or by contacting Us directly.

Privacy

Your personal information is considered confidential and will not be sold, shared, or rented to any third party without Your written consent.

Termination

Unless otherwise specified in the Terms and Conditions or estimate/quote, any Party may terminate the Agreement at any time, with or without cause, effective immediately upon written notice to another Party.

Limitation of Liability

Awesomesauce’s total liability to the Client under these Terms and Conditions for damages, costs, and expenses will not exceed the compensation received by Awesomesauce under these Terms and Conditions.

NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR THE OTHER’S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

The Client agrees to fully indemnify and hold Awesomesauce free from harm in any and all claims resulting from the Client’s negligence, including not having obtained the required copyright, and/or any other necessary permissions.

Prevailing Party

In the event a lawsuit is brought by either Party to enforce this Agreement, the prevailing party is entitled to recover all of its costs and attorney fees in addition to any other relief available.

Disclaimer

Awesomesauce makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. We will not be held responsible for any and all damages resulting from products and/or services We supply. We are not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While We take reasonable steps to investigate the materials We recommend, We accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees to not hold Us responsible for any such loss or damage. Any claim against Us shall be limited to the relevant fee(s) paid by the Client. We reserve the right to use the services of sub-contractors, agents, and suppliers, and any work, content, services and usage is bound by their Terms and Conditions. We will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.