TERMS OF SERVICE
Any Agreement between Digital Consulting KC, LLC and it’s Clients, are subject to the terms below when the business relationship begins. If the client so chooses to request full ownership of the work developed, created or designed by Digital Consulting KC, LLC, A transfer of ownership agreement will be drawn up by Digital Consulting KC, LLC. There maybe will be additional fees that will be applied to transfer property of Digital Consulting KC, LLC to the client.
In addition to any other right or remedy provided by law, if Any Business Entity fails to pay for the Services when due, Digital Consulting KC LLC (DCKC) has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies. Most all independent work is custom designed based on the specific needs of the client. Any and all initial website mock drafts are final, and any payment for digital work completed are considered final sales. Under no circumstances will there be any refund given for the time of labor and skill to produce an intangible item such as graphic design or website design. Any payment/ outstanding balance that is owed by the purchaser or organization they represent for completed work after net 90 days, will be subject to being submitted to a collection agency.
ADDITIONAL EDITING AND CHANGES.
Any requested changes to the description of services stated above shall constitute additional editing and may incur additional charges or fees as deemed necessary by DCKC. All additional changes must be submitted and approved by both parties in writing by approved Contract Change form.
All invoices deposits or partial payments must be received upon request of Digital Consulting KC, LLC to continue work on the project. If the client wishes to terminate the project, all intellectual designs and digital graphic designs created by DCKC leading up to the project termination is 100% property of Digial Consulting KC, LLC, any assets, designs, image files and documentation provided by the client will be returned. Client (under the assumption that all previous invoices have been paid) and a 30-day notice of project or paid monthly servicing plan cancellation must be submitted to DCKC by the client has been established and approved by both parties may then receive all digital assets produced and developed by Digital Consutling KC, LLC, A release notice agreement will be drafted and signed by both parties acknowledging that any balance due for work produced has been paid in full by the client, and all work, digital assets Produced by Digital Consulting KC, LLC have been given to customer after payment is received ( Check has cleared banking transactions). If there is a monthly servicing, SEO, or ongoing paid monthly plan that the client wishes to cancel, if the payment date falls within the 30 days of cancelation, the client is required to pay the final payment, then payments will be canceled thereafter. If there is no signed contract, these terms serve as an agreement and any form of digital communications ( email or text) between both parties, will serve as a binding mutual agreement in such instance that either party must seek legal action or in the use of debt collection agencies.
WORK PRODUCT OWNERSHIP.
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Digital Consulting KC, LLC in connection with the services will be the exclusive property of Digital Consulting KC, LLC. Upon request, DCKC will execute all documents necessary to confirm or perfect the exclusive ownership of Any Business Entity to the Work Product. Any ORIGINAL Website creation, WordPress coding, and anything outside of a client’s copyright assets are Property of Digital Consulting KC, LLC and will be subject to any rules Digital Consulting KC, LLC sets forth to ensure the safety and rightful works created by Digital Consulting KC, LLC. All work produced by Digital Consulting KC, LLC for website design agreements and paid by the client is strictly for experience creative labor time. This does not pay for the full rights of Website coding, Development, licenses, or Files created by Digital Consulting KC, LLC to the client unless otherwise agreed upon and listed in the transfer of ownership agreement.
The client can request full rights of web design files under the TERMS rule listed above.
REPRODUCTION OF PRODUCT.
Upon successful completion of all compensation terms and outstanding balances owed to Graphic Designer, Service Recipient is granted full and unlimited reproduction rights to the Project. Graphic Designer retains the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Graphic Designer shall at no time reproduce the Project for use in commercial means or for-profit use. Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by the designer during work on the Project but not included into the final version of the Project. Such artwork belongs solely to Graphic Designer who may use it at his own discretion.
DCKC, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of DCKC, or divulge, disclose, or communicate in any manner, any information that is proprietary to Any Business Entity. DCKC and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Upon termination of this Contract, DCKC will return to Any Business Entity all records, notes, documentation and other items that were used, created, or controlled by DCKC during the term of this Contract with both agreeing parties consent and a minimum of a 30 day notice of termination of all associations with Digital Consulting KC, LLC
DCKC agrees to indemnify and hold Any Business Entity harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Any Business Entity that result from the acts or omissions of DCKC and/or DCKC’s employees, agents, or representatives.
DCKC shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in DCKC’s community and region, and will provide a standard of care equal to, or superior to, care used by graphic designers similar to DCKC on similar projects.
The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
This Contract shall be construed in accordance with the laws of the State of Kansas.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.