The project will be invoiced monthly based on milestones completed; percentage of milestones completed, monthly progress, or at the end of the project, whichever comes first. An invoice for services rendered will be generated every month, unless an alternative arrangement is agreed to by both parties. Payment terms are net 30 from date of invoice. MainSpring accepts checks, credit cards, and Purchase Orders. All clients must have current New Client Form on file. Finance charges at a rate of 18% will be applied to all outstanding invoices 45 days or greater.
In the event that a feature is requested that isn’t in the original scope of work, the client will be notified and a determination will be made about developing the feature.
Unless otherwise noted in the estimate, we are not responsible for authoring web content like text, images and multimedia. If you would like us to write new content or input text for you, we can provide a separate agreement for that. You guarantee that all elements of text, images or other artwork you provide are either owned by you, or that you have permission to use them.
We test our work to ensure that content is accessible in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer) and Mozilla (Firefox). We’ll also test to ensure users browsing in Microsoft Internet Explorer versions 8 and 9 for Windows get an appropriate, possibly different, experience. We won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate agreement for that.
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:
We currently don’t test Blackberry, Opera Mini/Mobile, Windows Phone or other mobile browsers. If you need us to test using these, we can provide a separate agreement for that.
This project is development for hire and as such the client would be granted a worldwide, unlimited use of the code, implementation, and project design after paying for the system in full. MainSpring retains the rights to use parts of the system developed in other projects that have similar scope and requirements.
You will own the visual and technical elements that we create for this project. 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 elements of text, images and data you provide, unless someone else owns them.
We love to show off our work and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.
We will do our best to create polished and reliable work, but we can’t guarantee that our work will be error-free and as such 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. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
MainSpring will keep all client information confidential.
MainSpring may assign this agreement to an affiliate or third party without the prior consent of client.
The client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring employee except through MainSpring. Should the client do so, as compensation for the cost to MainSpring of its investment in and/or training of and/or loss of services of the said employee, the client agrees to pay MainSpring a sum equal to one year’s maximum billable revenue for such employee.
MainSpring shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure.
MainSpring hereby agrees to indemnify and hold client harmless from all claims, losses, and liabilities (including reasonable attorney’s fees) arising from any claim or suit brought against client by a third party based on client’s use of the services rendered by MainSpring under this Agreement, but only to the extent such claims, losses and liabilities (i) relate directly to MainSpring’s fraud, gross negligence, willful misconduct, or breach of this Agreement in performing such Services and (ii) are not attributable [in whole or in part] to the fraud, gross negligence, willful misconduct, or breach of this agreement by client. Notwithstanding the foregoing, in no event shall MainSpring’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total amount paid to MainSpring pursuant to this agreement. This paragraph sets forth MainSpring’s sole liability and entire obligation and the client’s exclusive remedy for any action that is brought against MainSpring.
IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.