WEB DESIGN CONTRACT

WEB DESIGN AGREEMENT

This Web Design Agreement (“Agreement”) is entered into between Hadley Media Group LLC (“Designer”) and the Client identified on the project proposal, estimate, invoice, or statement of work (“Client”).

1. PROJECT SCOPE

Designer agrees to provide website design and development services according to the submitted quote, proposal, estimate, invoice, email correspondence, or statement of work (“Project Documents”).

The submitted quote shall govern the scope of work, deliverables, and project pricing. Any services, features, functionality, content creation, revisions, or requests not specifically included in the approved quote may require a separate quote and additional fees.

Changes requested after approval of the project scope may result in additional charges and adjustments to the project timeline.

2. PAYMENT TERMS

A non-refundable deposit of fifty percent (50%) of the project total is required before work begins.

The remaining balance is due upon receipt of the final invoice and prior to website launch, transfer of files, delivery of administrative access, or migration to the Client’s hosting account.

Designer accepts payment through PayPal invoicing, which allows Clients to pay using major credit cards, debit cards, Venmo, PayPal balances, and other payment methods supported by PayPal at the time of payment. Designer is not required to accept personal checks, business checks, cashier’s checks, money orders, or cash payments.

Work will not begin until the required deposit has been received and successfully processed.

Designer reserves the right to pause work on overdue accounts until payment has been received.

The completed website shall not be launched, transferred, delivered, or made publicly available until all outstanding invoices have been paid in full.

Any fees charged by payment processors shall be the responsibility of the Client unless otherwise agreed in writing.

3. CLIENT RESPONSIBILITIES

Client agrees to provide all necessary content, images, logos, account credentials, approvals, and feedback in a timely manner.

Delays in receiving required materials may result in adjustments to the project timeline.

Client represents that they have the legal right to use any materials they provide to Designer.

4. REVISIONS

Project pricing includes up to two (2) rounds of revisions per page, section, or design phase unless otherwise stated in writing.

A revision round consists of a single consolidated list of requested changes submitted by the Client after review.

Additional revisions, redesign requests, piecemeal revisions, or changes outside the approved scope may be billed at Designer’s current hourly rate.

5. PROJECT TIMELINE

Estimated completion dates are provided as good-faith estimates and are not guaranteed.

Designer is not responsible for delays caused by:

* Late content delivery
* Delayed approvals
* Third-party vendors
* Hosting providers
* Domain registrars
* Software compatibility issues

5A. CONTENT DEADLINES AND ABANDONED PROJECTS

Client agrees to provide required content, approvals, feedback, and requested materials within a reasonable timeframe.

If Designer does not receive necessary content, approvals, or communication from Client for a period of sixty (60) consecutive days, the project may be considered inactive.

Inactive projects may be removed from Designer’s production schedule and may be subject to a project restart fee before work resumes.

Any deposit previously paid remains non-refundable.

6. HOSTING, DOMAINS, AND THIRD-PARTY SERVICES

Whenever possible, Client is encouraged to maintain ownership of their own hosting account and domain registration.

If Designer assists with setup, Client remains responsible for all hosting, domain, software, licensing, subscription, and renewal fees unless otherwise agreed in writing.

Designer is not liable for outages, service interruptions, pricing changes, or policy changes made by third-party providers.

6A. WEBSITE TRANSFERS

If Client requests that the completed website be transferred to a different hosting provider, server, or account after launch, such transfer services are not included in the original project fee unless specifically stated in writing.

Website transfers, migrations, backups, exports, and related support may be billed at Designer’s current hourly rate or a separate flat-rate fee.

7. WEBSITE MAINTENANCE

Ongoing maintenance, updates, backups, security monitoring, troubleshooting, content updates, and technical support are not included unless specifically purchased.

Future support requests may be billed separately at Designer’s current hourly rate.

8. WEBSITE OWNERSHIP

Upon full payment, Client shall own the completed website and all custom content created specifically for the project.

Until full payment has been received, all website files, designs, graphics, content, and related project materials shall remain the property of Designer.

Designer retains ownership of:

* Pre-existing templates
* Workflows
* Processes
* Design systems
* Reusable code
* Proprietary materials
* Licensed third-party assets

Any licensed fonts, plugins, stock photography, software, or third-party products remain subject to their respective licensing agreements.

Designer reserves the right to remove unpublished work from development servers and suspend access to project files if invoices become more than thirty (30) days overdue.

9. CLIENT APPROVAL AND LAUNCH

Client is responsible for reviewing and approving the website prior to launch.

Once Client provides approval of the website design, content, or functionality, any additional changes requested after launch may be considered new work and billed separately at Designer’s current rates.

10. PORTFOLIO RIGHTS

Designer may display completed work in portfolios, websites, social media, marketing materials, and award submissions unless otherwise agreed in writing.

11. TERMINATION

Either party may terminate this Agreement upon written notice.

If the project is canceled after work has begun, Client shall be responsible for payment of all work completed up to the date of termination.

Any deposit previously paid remains non-refundable.

12. LIMITATION OF LIABILITY

Designer shall not be liable for lost profits, lost revenue, business interruption, data loss, cybersecurity incidents, search engine ranking changes, or any indirect, incidental, special, or consequential damages arising from the use of the website.

Client agrees that Designer’s maximum liability shall not exceed the total amount paid under this Agreement.

13. SEARCH ENGINES AND MARKETING RESULTS

Designer may implement basic search engine optimization (SEO) practices as part of the project when included in the approved scope of work.

Designer does not guarantee search engine rankings, website traffic, lead generation, sales results, advertising performance, or placement in any search engine results.

Search engine rankings are influenced by numerous factors outside Designer’s control, including competition, content quality, search engine algorithms, market conditions, and ongoing website management.

14. FORCE MAJEURE

Designer shall not be liable for delays or failure to perform obligations under this Agreement due to causes beyond Designer’s reasonable control, including but not limited to acts of God, natural disasters, severe weather, internet outages, utility failures, cyberattacks, illness, injury, labor disputes, government actions, pandemics, or failures of third-party services.

Any project deadlines affected by such events shall be reasonably extended.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles.

16. ACCEPTANCE

Payment of the project deposit, signed proposal, acceptance of an estimate, approval of an invoice, or written authorization to begin work shall constitute acceptance of this Agreement.

Hadley Media Group LLC
Saint Louis, Michigan 48880