These Terms and Conditions are part of our Contract with Clients, and may be updated from time to time.
This Agreement (Contract for services) will commence upon the Effective Date and will remain effective until services are completed and delivered as outlined in this document, and final payment is received. Terms and Conditions may change over time for on-going services, such as Security Maintenance Packages. For the most up-to-date Terms and Conditions visit http://gravitystation.com/terms-and-conditions/. This Agreement is considered Effective immediately upon the date it is signed.
1.1 Work Hours/Days. This Agreement assumes work will be completed within the standard work week: Mon-Fri 9am to 5pm MST. Overtime/Weekend hours may be available upon request at overtime rates. Gravity Station is closed all major holidays including bank holidays, the entire week of Christmas and New Years.
1.2 Schedule. The services outlined in this Agreement will be completed in a reasonable timeframe as described in this document, as agreed. If the project is delayed by COMPANY for any reason, the agreed timeframe may be adjusted as needed, and any incurred costs will be COMPANY’S responsibility. If the project is delayed by Gravity Station for any reason, the timeframe may be adjusted without any incurred costs to COMPANY excluding any costs related to additional work or resources necessary for completing this project. Late/Overtime or weekend hours requested or required to complete this project or to accommodate additional requests, or tight deadlines will be negotiated separately, if applicable. Our schedule assumes timely review and response by COMPANY of all Deliverables.
1.3 Project Deadlines and Timeframes. We understand that sometimes situations arise, and ask that you do the same for us, in kind. While we are on a tight schedule juggling lots of projects, we do still try our best to remain flexible when possible, and within reason. If missing a deadline is necessary, either party will be made aware as soon as possible. These circumstances may include, and are not limited to, revised/rewritten Contracts, additional requests, overtime, content not delivered when requested, etc. Gravity Station reserves the right to make schedule adjustments in the best interest of both parties to make sure your project turns out as planned. Liability for damages caused by delays are excluded. The right for delivery of services is excluded in the case of withdrawal or compensation, cancellation of Agreement, and/or non-communication by COMPANY. Gravity Station reserves the right to cancel or adjust schedules for any reason, as deemed appropriate to the situation.
Project may be put on hold at Gravity Station’s sole discretion for various situations including but not limited to: late content, late communication, no response, illness, unforeseen circumstances out of our control, etc. Should a project be put on hold for lack of content or no response, Client will be responsible for remaining balance due to-date. If a project is put on hold by COMPANY, COMPANY is responsible for remaining balance due to-date.
Schedule/Timeframes outlined in this Contract are tentative and may be adjusted as needed. If for any reason, COMPANY is not ready to launch when project is completed, the final balance for your project will be paid and site launch will be rescheduled for a future date to be agreed upon by both parties. A separate invoice will be submitted to COMPANY when project is rescheduled to launch, based on the current hourly rate, for services including: site migration (ie: moving test site to Client’s server), file storage, and a Security Package and any monthly security updates should the launch date be scheduled for more than a month after completion of project. This ensures that Gravity Station’s servers are not compromised, as well as the Client’s files.
2. FEES AND CHARGES
In consideration of the services to be performed by Gravity Station, COMPANY agrees to pay Gravity Station the fees outlined in this Agreement, and any fees associated with circumstances outlined in the Terms and Conditions.
2.1 Invoices. All invoices are payable at the time of receipt, unless otherwise indicated and/or agreed upon in writing via Basecamp. Outstanding invoices will incur an automated late fee in the amount of 10% of the balance due every 14 days, in accordance with the Arizona State Legislative Laws (http://www.azleg.state.az.us/FormatDocument.asp?inDoc=/ars/44/01201.htm) until the balance is paid in full. Late fee reminders will be sent via email to ensure this does not happen without your knowledge. An account is created for you at the time this Agreement is accepted so you may log in to view/print your invoices and make payments. You will receive an email when an invoice is created or auto-generated for your account, or late fee warnings are auto-generated. Emails will be sent from our billing email address: email@example.com.
2.2 Payments. Payments are processed online using our billing system using PayPal. Gravity Station does not accept checks unless agreed upon prior to start date. When payments are processed you will receive an email confirmation.
Gravity Station reserves the right to cancel or adjust Contracts as need if payments are not received. Outstanding invoices may incur additional charges. Returned fees for insufficient funds will incur a $35 charge to cover bank fees plus any associated payment processing fees, and/or administrative costs. Invoices that are past due consistently may be turned over to a collection agency or attorney for which Client is responsible for any fees associated with the account including late fees, collection fees, attorney, and administrative fees. Any promotions, coupons, discounts, or otherwise similar credits will be revoked in the event an invoice becomes past due.
3. TERMINATION OF AGREEMENT AND REFUNDS POLICY
3.1 Termination. Both COMPANY and Gravity Station reserve the right to terminate this Agreement for services for any reason, including ending services that are already underway. All services provided by Gravity Station are defined as virtual services, downloads, or intangible goods, and no tangible products are sold and/or provided by Gravity Station. No refunds shall be offered for any reason, and any work completed to-date will be billable at the current hourly rate at the time of termination, as we’ll as any additional feeds if necessary, including but not limited to purchased scripts, software licenses for your site, commercial fonts, stock images, etc. used to develop your site, regardless of whether or not your site is of no use to you (ie: you no longer wish to have a website, for instance.)
4. MODIFICATIONS TO AGREEMENT AND PROJECT SCOPE
4.1 Additional Work. If at any time during this project COMPANY requests or requires additional work not included in this Agreement, and/or additional and/or different software and/or scripts, stock images, or similar, COMPANY is recommended to submit requests in writing as soon as possible. If unused and/or purchased software, scripts, stock images, or similar products are deemed unnecessary or no longer needed, or have been replaced, COMPANY is still responsible for the costs of said items. If modifications to design and/or coding is requested at any time, COMPANY is responsible for associated fees as deemed necessary by Gravity Station.
5. RIGHTS AND OWNERSHIP
6.1 Rights. All services provided by Gravity Station under this Agreement will be for the exclusive use of COMPANY, other than promotional use by Gravity Station. COMPANY agrees never to sell, share, or otherwise make available for download, purchase, or sale, the work designed and developed by Gravity Station at any time, to a third party, unless ownership of COMPANY is transferred to said third party in which they become owners of COMPANY’s property and copyrights. In this case, COMPANY is responsible for notifying Gravity Station of said partnership transfer in writing, including new billing arrangements.
6.2 Ownership. COMPANY will retain all of its intellectual property rights in any text, images, or other components it owns and transmits to Gravity Station for use in project. COMPANY will hold the copyright for approved deliverables upon receipt of final balances owed. Should COMPANY fail to pay all outstanding invoices, copyright shall not be transferred and Gravity Station shall remain the rightful owner of all design work.
7. EXCLUSIVITY CLAUSE
COMPANY declares that no part of this project is being outsourced to a third party without full disclosure in writing prior to Agreement. COMPANY declares that no other entity has worked on this project without prior notice to Gravity Station. If another entity has worked on this project prior to entering a Contract with Gravity Station, COMPANY declares that the Contract with that entity has been terminated in due form. Gravity Station will respect the confidentiality of any information, strategy, and/or policy presented by COMPANY beginning with the first exchange of communication and will remain in effect indefinitely.
8. OUTSIDE PARTIES/VENDORS
COMPANY agrees that no other entity will gain access to project while in a Contract with Gravity Station, unless agreed to by both parties. If COMPANY requires the services of an outside party while in this Contract, Gravity Station is to be made aware of this change immediately, prior to third party’s involvement. Gravity Station is not liable for any work provided by outside party, including alteration of files delivered by Gravity Station. Third party’s involvement is COMPANY’s sole responsibility.
Client records are regarded as confidential and therefore will not be knowingly provided to any third party, unless legally required to do so, to the appropriate authorities. COMPANY has the right to request to view and/or change any and all records retained with Gravity Station, and may be accessed at any time in Gravity Station’s billing system, for which you have password protected access. Currently the only records Gravity Station retains are available on Basecamp and within our billing system, and are stored for a period of 2 years (unless within on-going Contract for services) after which they are deleted.
Gravity Station does not sell, share, rent, or otherwise make available ANY of your personal information to any third party, or use your email address for anything other than project-related communication.
Gravity Station is not responsible for any practices related to external parties. It is COMPANY’s responsibility to be aware of any terms and practices by external parties (ie: if using PayPal for payment processing on an ecommerce site). Any recommendations by Gravity Station are sole responsibility of COMPANY to ensure the software, scripts, platform, etc. meets COMPANY’s needs and requirements. It is COMPANY’s responsibility to provide all requirements for this project prior to entering an Agreement. It is COMPANY’s responsibility to follow the guidelines and recommendations provided by Gravity Station within this Agreement under ‘Client Responsibilities’ and to adhere to the rest of this Agreement.
11.1 Modification Waiver. This Agreement may be modified by Gravity Station and COMPANY. Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Contract will be construed as a waiver of such rights. A waiver by either party of default in one or more instances may be construed as a continuing waiver or as a waiver of any other breach.
11.2 No Assignment. Neither party may assign or encumber its rights or obligations under this Agreement or permit same to be transferred, assigned, or encumbered by operation of law or otherwise, without prior written consent of other party.
11.3 Force Majeure. Neither party will be deemed in breach of this Agreement if either party is unable to complete services or any portion thereof by reason of fire, earthquake, flood, labor dispute, act of God or public enemy, death, serious illness or gross incapacity, or any local, state, federal, national, international law, governmental order or regulation or any other even beyond a party’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, notice will be given by affected party of its inability to perform or of delay and will propose schedule revisions, if possible.
11.4 Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement will be in accordance with the laws of the United States and the state of Arizona without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, Gravity Station and COMPANY agree to attempt to resolve any dispute by negotiation between themselves. If unable to resolve said dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed upon by both parties. The prevailing party in any resolved dispute will be entitled to recover its attorney’s fees and costs. In all other circumstances, both parties consent to local, state and federal courts located in the state of Arizona. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
11.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.
11.6 Integration. This Agreement comprises the entire understanding of Gravity Station and COMPANY and supersedes and merges all prior and contemporaneous Agreements, understandings, and discussions between both parties relating to the subject matter of this Agreement. This Agreement represents the entire Agreement between COMPANY and Gravity Station.
Updated June 2014