This Service Agreement (hereafter referred to as the “Agreement”) is entered into between
Threed Software LLC
(hereafter referred to as Threed),
You, the Client,
(hereafter referred to as the Client),
with effect from the date on which the Estimate is Accepted,
wherein Threed and the Client agree to a set of services,
which Threed agrees to complete to the best of our abilities and
the Client agrees to pay for those services per the terms of this Agreement.
We’ll always do our best to fulfil your needs and meet your expectations, but it is important to have a written agreement between us so that we all understand our rights and responsibilities.
We will treat you with respect and honesty at all times and will honour the terms and conditions we agree to with good faith, and expect that you’ll engage with us with the same respect, honesty and good faith.
How this Agreement Works
Within this Agreement we set the general terms and conditions that will inform the way we communicate, our general expectations of each other and how we can resolve problems should they arise.
Each specific Piece of Work will have its own agreement, because each Piece of Work is unique and we have to agree to terms and conditions that work for all of us to ensure each Piece of Work meets all our expectations. These agreements, either in the form of a proposal or a price quote/estimate, will specify the terms and conditions that apply to the specific Piece of Work.
The terms and conditions applied to the agreements of specific Pieces of Work operate in conjunction with this Agreement. Where there is a conflict, the terms agreed to in this Agreement will take precedence.
What do both parties agree to
You have the authority to enter into this Agreement on behalf of yourself, your company and/or your organization.
You agree to give us the assets and information we need to complete any and all Pieces of Work. You agree to provide these to us when we ask for it and in the formats we request it in.
You agree to review our work and provide feedback and approval in a timely manner to achieve our mutual deadlines.
You agree to make payments as agreed to in each agreement for each specific Piece of Work.
We have the experience and ability to do everything we’ve agreed with you and we will complete each Piece of Work in a professional and timely manner.
We endeavour to meet every deadline we agree to.
For each Piece of Work, we allocate a fair amount of time to investigate the information you will provide to us and any additional resources we deem fit. We take our initial investigations seriously: we want to ensure that everything we need to create the development you need is in place to ensure the development stays on point and on budget. If we find anything that would lead to a material change in the strategy and cost we are submitting to you here, we will inform you as soon as possible to discuss the best possible solution going forward.
We agree that any proprietary, sensitive and/or privileged information received or obtained during the normal execution of this Agreement, which concerns the personal, financial or other affairs of you, the Client, will be treated by us in full confidence and will not be revealed to any other person, firm or organisation.
In the same way, you, the Client, agrees that any proprietary, sensitive and/or privileged information received during the execution of service(s) by us, which concerns the personal, financial or other affairs of Threed will be treated by you in full confidence and will not be revealed to any other person, firm or organisation.
Intellectual property rights
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you, the Client, provide to us, Threed, are either owned by you or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you, the Client, are either owned by us, Threed, or we have obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.
Provided you’ve paid for the work and that this Agreement hasn’t been terminated, we, Threed, will assign all intellectual property rights to you, the Client, as follows:
You’ll own the website we design for you as well as the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this Agreement and not paid for by you. We’ll own the unique combination of these elements that constitute a complete design and we’ll licence its use to you, exclusively and in perpetuity for this Agreement only, unless we agree otherwise.
Displaying our work
We are proud of the work we do for our clients and love to show it off, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We are sure you, the Client, understand how important it is that you pay the invoices that we, Threed, send to you promptly to maintain an amicable business relationship.
Payment details and schedules are specified per Piece of Work and agreed to.
All proposals and price quotes/estimates are quoted in USD and payments made to us should be done using our suggested payment method per piece of work. Where you elect to pay our invoice via wire transfers/electronic payments, you agree to pay all charges associated with international transfers of funds so that we receive our full invoiced fees.
We reserve the right to charge interest on any overdue invoice at a rate of 5% per month, calculated daily.
The services that we offer
The service offerings described below provide an indication of the types of services we can offer you.
Each service we offer needs to be tailored to your specific needs and we will issue an agreement for each service as a Piece of Work. These agreements, either in the form of a proposal or a price quote/estimate, will specify the terms and conditions that apply to that Piece of Work.
We can design websites, SAAS and other software applications. The terms and conditions will be specified for each Piece of Work and agreed to.
We create look-and-feel designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create these iteratively to meet your requirements. We may use visuals to indicate a creative direction (colour, texture and typography) and these should not be viewed as final designs. We use a website builder which compiles down to HTML and CSS to enable this design process.
You will have plenty of opportunities to review our work and provide feedback. We use various sharing methods, including Google Drive, e-mail, development sites, etc to ensure regular contact during the design process.
We can provide proofing, editing and/or writing services for text-related content. We can provide graphics content. The terms and conditions will be specified for each Piece of Work and agreed to.
Graphics and photographs
Graphics files need to be provided in an editable, vector digital format. Photographs need to be provided in a high-resolution digital format.
Graphics and photographs
Copy, legal terms & conditions (eg. privacy, cookies, etc) and any text-related content need to be provided by you.
Testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different sized screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. The terms and conditions will be specified for each Piece of Work and agreed to.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox.
We can test in other older browsers, including Microsoft Internet Explorer 11 for Windows and we can provide enhanced design for older browsers at an additional charge.
Mobile browser testing
We test our designs in Safari on iOS for iPhone and iPad, Google Chrome on Android for Android Mobile Phones & Tablets.
We can test Blackberry, Opera Mini/Mobile, Windows and other older browsers, and we can provide enhanced design for older browsers at an additional charge.
Website set-up and hosting includes the general maintenance related to a website once it is launched. These include managing the hosting service, website updates, emails, client-customer contacts, Google Analytics and CMS Management support.
The terms and conditions will be specified for each Piece of Work and agreed to.
Maintenance and Security
We are not liable for any hacking or intrusion to the site or CMS used.
Maintenance, backups, or security configurations/updates after the final design is completed is important for the integrity of your website.
The terms and conditions will be specified for each Piece of Work and agreed to.
Search engine optimization (SEO)
The web pages that we develop are accessible to all search engines, however we do not guarantee specific performance of your website’s search engine ranking.
We can provide comprehensive and monthly SEO support. The terms and conditions will be specified for each Piece of Work and agreed to.
Changes and revisions
We believe in a quick development cycle through clear communication to ensure we have a good understanding of your requirements and to avoid time and money wastage through constant revision. The quicker a service is delivered, the more likely we are to meet your requirements.
We accommodate a specified amount of revisions for each Piece of Work, as specified in that piece of work’s agreement. However, should you need or wish to make changes or add something new, we are happy to discuss these with you and adjust our agreement for that specific Piece of Work. Please do expect additions or substantial changes to have a cost impact for you.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the total fees payable under this Agreement and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
If, at any stage, you change your mind about what you want to be delivered or are not happy with the direction our work is taking, we can terminate our Agreement or renegotiate the terms and conditions. Please note that you will still need to pay us in full for the time we’ve spent working with you until that point.
Neither of us can transfer this Agreement to anyone else without the other’s permission.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this Agreement and not cause the other to breach any relevant laws or regulations.
This Agreement stays in place and need not be renewed. If for some reason any one part of this Agreement becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this Agreement is a legal document under the exclusive jurisdiction of the courts of the state of Delaware, USA.