Terms & Conditions
The Terms outlined below will commence upon the Effective Date of our contract, and will remain effective until services are completed and delivered as outlined in our Project Agreement, and final payment is received, or upon cancellation of any subscription service including Website Maintenance, Website Security Maintenance, or any other work being provided on an as-needed basis, for as long as we continue working together. Terms and Conditions may change over time, such as Subscription Based Maintenance and Security Packages. Gravity Station reserves the right to update these Terms and Conditions, as well as future pricing at any time, and will inform you, our Client, of any pricing changes at least 1 month prior to your next billing cycle. For the most up-to-date Terms and Conditions return to this page http://gravitystation.com/terms-and-conditions/.
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, school 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 YOUR COMPANY for any reason, the agreed timeframe may be adjusted as needed, and any incurred costs will be YOUR COMPANY’S responsibility. If the project is delayed by Gravity Station for any reason, the timeframe may be adjusted without any incurred costs to YOUR 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 YOUR 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 YOUR 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, schedule changes, current project load, 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 YOUR COMPANY, YOUR 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, YOUR 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 YOUR 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, YOUR 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 via Stripe, using Visa, Mastercard, or Discover card. Gravity Station does not accept checks or American Express, unless agreed upon prior to start date. When payments are processed you will receive an email confirmation. Account Refills are also accepted, by way of sending in payments when your account reaches a specified amount, in order to allow for future work and/or maintenance payments to be deducted automatically from your account credit. Invoices will still be sent and marked Paid if account credits are used, and will still be available for download. Recurring invoices are billed and paid automatically for ongoing prepaid services. Your first recurring invoice will have a box to select Automatic Payments (required for on-going prepaid services such as Website Maintenance). If you need further help, visit https://support.freshbooks.com/hc/en-us/articles/115003957367-As-a-client-how-do-I-pay-my-invoices-automatically- for instructions. Clients are encouraged to keep track of upcoming payment dates as reminders are not sent to clients beforehand. See more about our no-refund policy below, under Termination policy.
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 charge (amount to be determined by bank) 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, reduced costs, 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 YOUR 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, regardless of whether or not your project or service has begun, and any work completed to-date will be billable at the current hourly rate at the time of termination, as well as any additional fees if necessary, including but not limited to purchased scripts, software licenses for your site, commercial fonts, stock images, website maintenance contracts of all kinds, any and all prepaid services, regardless of whether or not your site is of no use to you (ie: you no longer wish to have a website, for instance). In some cases, an account credit may be applied for future services should you decide to cancel after a payment (automatic, prepaid, or manual payment of invoice) has processed and services have not begun, which will be at Gravity Station’s sole discretion, and will be handled on a case by case basis. Disputes with credit card companies will be handled with the same policy as above. Any payment that is retracted will be billed back to you, including any additional fees, such as payment processing fees, and will be billed under the scope of a failed payment. Late fees may apply as well.
Upon termination of contract, you may request a backup of your website files and database if your website is still up on the server. If you plan to keep your website up and running, any subscription-based software and/or plugins, including license keys, will be cancelled and you will be responsible for purchasing a subscription for software and/or plugin(s), to keep your site up and running properly. You may purchase subscriptions from within your WordPress admin. Examples of subscription based plugins that were previously included in your Website Maintenance or Website Security contracts include Advanced Custom Fields (ACF), and Gravity Forms (these are the most common, but there may be others depending on how your website was coded.)
Termination of contracts and services with Gravity Station does not include your hosting provider or domain name, as these items are your responsibility. If you plan to cancel your hosting account or domain name registration, you are responsible for logging in to your hosting account and/or domain registrar to cancel at your discretion. If you simply delete your website from the server, your hosting provider will still charge you for hosting services unless you cancel your account. If you are unsure of what all of this means, you should contact your hosting provider and/or domain registrar for more information.
4. MODIFICATIONS TO AGREEMENT AND PROJECT SCOPE
4.1 Additional Work. If at any time during this project YOUR 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, YOUR 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, YOUR COMPANY is still responsible for the costs of said items. If modifications to design and/or coding is requested at any time, YOUR COMPANY is responsible for associated fees as deemed necessary by Gravity Station.
5. RIGHTS AND OWNERSHIP
6.1 Rights. All work provided by Gravity Station under this Agreement will be for the exclusive use of YOUR COMPANY and may not be resold or provided to any other party by Gravity Station unless contract becomes null and void, for instance if YOUR COMPANY does not wish to complete project, failure to pay outstanding invoices, or otherwise, to be deemed by Gravity Station during or after project is completed, at Gravity Station’s sole discretion. Gravity Station reserves the right to reference and/or show work in any and all available promotional and marketing resources including but not limited to Portfolios, Social Networking, Emails, and the like, in order to promote Gravity Station’s work, as well as design competitions, future publications, and educational purposes. YOUR 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 YOUR COMPANY is transferred to said third party in which they become owners of YOUR COMPANY’s property and copyrights. In this case, YOUR COMPANY is responsible for notifying Gravity Station of said partnership transfer in writing, including new billing arrangements, if on-going work is required, such as on-going Website Maintenance or Security Updates.
6.2 Ownership. YOUR 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 (for instance text and images provided by YOUR COMPANY for project).
7. EXCLUSIVITY CLAUSE
YOUR COMPANY declares that no part of this project is being outsourced to a third party without full disclosure in writing prior to Agreement. YOUR 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, YOUR 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 YOUR COMPANY beginning with the first exchange of communication and will remain in effect indefinitely.
8. OUTSIDE PARTIES/VENDORS
YOUR 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 YOUR 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 YOUR 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. YOUR 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 YOUR 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 YOUR COMPANY to ensure the software, scripts, platform, etc. meets YOUR COMPANY’s needs and requirements. It is YOUR COMPANY’s responsibility to provide all requirements for this project prior to entering an Agreement. It is YOUR 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 YOUR 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 YOUR 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 YOUR 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 YOUR COMPANY and Gravity Station.
12. APPROVAL OF AGREEMENT / CONTRACT
Both parties agree to all the terms and conditions of this Agreement, effective as of the date on our original contract. This contract is implied in cases where no written/digital contract is exchanged/signed, as long as a payment has been made. Each party agrees that it has the full authority to enter into this Agreement and to bind her/his respective party to all the terms and conditions herein.