Terms and Conditions
Heavy Craft LLC Service Agreement
Last Updated October 10, 2019
The following Terms and Conditions of Service (“Agreement”), apply to all products and services provided by Heavy Craft LLC hereinafter referred to as Agency.
All work is carried out by Heavy Craft LLC on the understanding that the recipient of the Agency’s products and/or services, hereinafter referred to as Client, has agreed to Heavy Craft LLC's Terms and Conditions.
Heavy Craft LLC and Client shall be collectively referred to as Parties.
I. Project and Service Acceptance
For all products and services requested, Heavy Craft LLC will provide a general project outline and scope, verbally or written, required to fulfill the requirements of the requested products and/or services hereinafter referred to as Proposal. At the time of Proposal, the Agency will provide the Client with a written estimate or quotation of final project or service cost. Both estimate and quote herein will be reffered to interchangeably as “Quote” and from time to time may be addressed within the terms of the Proposal and clearly marked as such.
A copy of the Quote is to be signed and dated by the Client to indicate acceptance and should be returned to Heavy Craft LLC using a digital signature or alternative legally binding means. Alternatively, the Client may send an official order via post or digital signature confirming the Quote which binds the Client to the acceptance Heavy Craft LLC’s Terms and Conditions.
Work on a project and/or service will not commence until all required documents have been received and reviewed by Heavy Craft LLC.
II. Project Revisions
Total number of design concepts to be provided by Heavy Craft LLC are determined within a respective project’s Quote and/or Proposal documents. Unless otherwise mutually agreed upon by all Parties, Heavy Craft LLC will provide no more than 2 revisions, each defined as a request by Client to modify design concepts, for all design concepts individually. Additional revisions per design concept will be subject to additional rates and fees as determined at the discretion of the Agency and current market rates.
III. Additional Services and Alterations
The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design as defined in the Proposal will be liable to a separate charge(s).
The Client also agrees that Heavy Craft LLC holds no responsibility for any amendments made by any third party, before or after a design is published.
Any additional services not specified within Proposal and/or Quote, will be charged to the Client on an hourly rate basis at Heavy Craft LLC’s as defined within this document, the Proposal or other legally binding agreement which establishes the Agency’s hourly rate.
The Client will be provided a final invoice by the Agency upon Client’s written approval of products and/or services rendered to satisfy the requirements of the Proposal.
Upon written approval of products and/or services rendered the remainder of the amount due will become payable. Accounts which remain outstanding for 14 days after the date of invoice, will incur fees as established in the Proposal or other binding agreement. Unless established within the Proposal or other binding agreement, Client will acrue a fee with a minimum 20% of original invoice amount per month until invoice is paid and funds clear.
Payments may be made by cash, money order, major credit card or previously agreed electronic funds transfer.
Publication and/or release of work done by Heavy Craft LLC on behalf of the Client, may not take place before cleared funds have been received.
No personal or business checks will be accepted as form of payment for any service.
V. Billable Hours
All Heavy Craft LLC projects and services billed by time increments will minimally be billed for at least one hour at the rate established in an agreement with the Client or current market rates. In the event an hourly rate has not been established within a Proposal or Quote it will be assumed that the Agency's hourly rate will be set at a minimum of $100 per hour and billable by the full hour and at a minimum of one hour billable time.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned payment. Heavy Craft LLC shall be considered entitled to remove Heavy Craft LLC and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for products and services including but not limited to website hosting, domain registration, design, maintenance, subcontracting, optimization services, and software libraries.
Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay Heavy Craft LLC reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
VII. Copyrights and Trademarks
Copyright is retained by Heavy Craft LLC on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled.
If a choice of design is presented, only one solution is deemed to be given by Heavy Craft LLC as fulfilling the contract. All other designs remain the property of Heavy Craft LLC, unless agreed in writing that this arrangement has been changed.
By supplying text, images and other data to Heavy Craft LLC for inclusion in the Client’s website or any other medium utilized by the Parties, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
The Client may request in writing from Heavy Craft LLC the necessary permission to use materials (for which Heavy Craft LLC holds the copyright) in forms other than for which it was originally supplied, and Heavy Craft LLC may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.
By supplying images, text, or any other data to Heavy Craft LLC, the Client grants the Agency permission to use this material freely in the pursuit of the design.
Should the Parties supply an image, text, multimedia clip or any other file for use in a website, social media posts, advertisements or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client agrees to allow Heavy Craft LLC to remove infringing content and/or replace infringing continent with royalty free content or content of which either of the Parties maintain copyright.
The Client agrees to fully indemnify and hold Heavy Craft LLC free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
Heavy Craft LLC and/or its subcontractors will not be held responsible or accountable by any means for copyright and trademark verification and/or associated legal fees.
Any work including but not limited to design, copywriting, drawing, photography, videography, idea or code created for the Client by Heavy Craft LLC, or any of its subcontractors, is licensed for use by the Client 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 Heavy Craft LLC and any of it’s relevant subcontractors. The licensing of the Agency’s work is valid for 60 months after the Agency receives full cleared payment for the work and the license for the work must be renegotiated for continued usage after its 60 month expiration unless otherwise specified in a project’s quote, proposal, or other binding agreement and agreed upon by both Parties.
All design work where there is a risk that another party make 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. Heavy Craft LLC will not be held responsible for any and all damages resulting from such claims. Heavy Craft LLC is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold Heavy Craft LLC responsible for any such loss or damage. Any claim against Heavy Craft LLC shall be limited to the relevant fee(s) paid by the Client.
IX. Data Formats
The Client agrees to Heavy Craft LLC’s definition of acceptable means of supplying data to the company.
Text is to be supplied to Heavy Craft LLC in electronic format as standard text or other accessible means which do not require deciphering or translation whereas the contents of the text can be directly transferred to fulfill the requirements of products and/or services via copy-and-paste mechanisms.
Images provided by the Client to the Agency must be of a quality suitable for use without any subsequent image processing. Heavy Craft LLC will not be held responsible for any image quality which the Client later deems to be unacceptable. Heavy Craft LLC cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.
Client may be billed for additional expenses for any necessary action including but not limited to photography, videography, art direction, media conversion, image processing, translation, or data entry services.
Heavy Craft LLC will not sacrifice its own service and/or product quality standards to meet budget, timeline, or other restrictive requirements of the Client. All website content and code created by the Agency for the Client will be constructed to meet accessibility standards, designed to perform responsively on devices ranging from mobile phones to large desktop displays, adhere to search engine best practices, and achieve passing scores from Google PageSpeed Insights or other comparable leading industry measure of page speed and/or performance.
XII. Project Lead Time
Any indication given by Heavy Craft LLC of a project’s duration is to be considered by the Client to be an estimation. Heavy Craft LLC cannot be held responsible for any project overruns, whatever the cause by either of the Parties.
Estimated project duration should be deemed to be from the date that cleared funds are received by Heavy Craft LLC for the initial payment or by date confirmed in writing by Heavy Craft LLC within the Proposal or other agreement between Parties.
XIII. Rush Orders
Unless otherwise determined in a separate agreement, all website service requests which are requested by the Client for completion within 7 days of the request require an immediate payment of 50% deposit of estimate amount to commence work and will be subject to a rush fee equal to 25% of final invoice amount.
Clients will be responsible for the payment of all third-party fees required to fulfill rush orders as established by subcontractors, agents, and/or suppliers determined in their respective Terms and Conditions.
XIV. Rights of Access
The Client agrees to allow Heavy Craft LLC all necessary access to computer systems and other locations, as required, in order to complete a project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The Client also agrees to allow Heavy Craft LLC access to any computer systems with necessary credentials required to remove data and/or sites for failure to comply with these Terms and Conditions.
The Client agrees to supply Heavy Craft LLC with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
XV. Project Completion
Heavy Craft LLC considers a project complete upon publishing content to the Client's production server or canonical domain or upon Client's written or verbal approval. Other services such as printing, publishing, or product and/or service maintenance either contracted on the Clients behalf constitute a separate project and can be treated as a separate charge.
Heavy Craft LLC reserves the right to include web site attribution links to the domain heavycraft.io or any of its subdomains and pages contained within in as such it does not interfere with the Client and its website operations for the purpose of attributing website work to the Agency. Placement and size of the attribution link will be agreed upon by Client by approval of any or all design wireframes, mockups, or prototypes including reference to the attribution link, either verbally or in writing. Font size and line height of the attribution link must be no smaller than 11 pixels and styled to uniformly match the agreed upon design scheme for the Client’s website.
The Client also agrees, unless specified outside of this Agreement, to allow Heavy Craft LLC to place a small legible credit on products and/or services designated for printed material such as exhibition displays or advertisements for attributing associated design work to the Agency. This attribution will be in the form of the Agency’s current logo or otherwise agreed upon text or imagery which properly attributes the work to the Agency.
The Client also agrees to allow Heavy Craft LLC to place websites and other designs, along with a link to the Client’s site on Heavy Craft LLC’s own website and social media accounts for demonstration purposes and to use any designs in its own publicity.
Cancellation of products and/or services may be initiated by the Client via telephone contact, email, or other acceptable electronic messaging services and must be verified by formal notification in writing by the Client to Heavy Craft LLC sent to the Agency’s email address.
Upon cancellation, the Client will be invoiced for all work completed at the Agency’s hourly rate as established in the Proposal or other binding agreement. The balance of monies due must be paid within 14 days. Any cancellation which is not formally confirmed in writing and received by Heavy Craft LLC within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
Upon cancellation, the Client will be responsible for payment of any subcontractor fees incurred by the cancellation of their respective products and/or services.
Heavy Craft LLC makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Heavy Craft LLC will not be held responsible for any and all damages resulting from products and/or services it supplies. Heavy Craft LLC is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. Heavy Craft LLC accepts no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold Heavy Craft LLC responsible for any such loss or damage. Any claim against Heavy Craft LLC shall be limited to the relevant fee(s) paid by the Client.
Heavy Craft LLC reserves the right to use the services of subcontractors, agents and suppliers and any work, content, services and usage is bound by their separate Terms and Conditions. Heavy Craft LLC will not knowingly perform any actions to contravene these and the Client also agrees to be so bound. The Client accepts the responsibility of payment of any fees associated with the use subcontractors, agents, and/or suppliers determined by their separate Terms and Conditions.
This Agreement supersedes any previous Terms and Conditions distributed by the Agency in any form. Heavy Craft LLC reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice. Any proposed changes by the Client of this Agreement may be accepted from time to time as a separate agreement. Any superseding agreement which is agreed upon by both parties will void the Quote and Proposal described within this Agreement. The Agency reserves the right to make rate adjustments in successive Quotes and Proposals in the event of a superseding Terms and Conditions document. Projects will not commence or return to work without valid Quote agreed upon jointly by the Parties.
XX. Acceptance of Quotation and Terms and Conditions
The placement of an order for design and/or any other products or services offered by Heavy Craft LLC and validated by the Client’s signature on the Quote and/or Proposal, constitutes acceptance of the Quote and/or Proposal agreement to comply fully with all the Terms and Conditions set forth in this document in addition to any superseding Terms and Conditions defined by the Agency and forms a Contract for Business between the signatory and Heavy Craft LLC.