Terms of Payment
Design & Development
- 50% minimum down to commence project
- 25% due at sign off of proofs
- 25% (or remaining balance) due upon final sign off and completion of project.
All outstanding balances must paid in full prior to site or application being launched (activated) or other deliverables being provided to client. Pricing estimate in this proposal is valid for 45 days from date of proposal. If work has begun on the site or application within the 45-day period, pricing will be honored until the project is completed.
Digital Marketing (SEO, SEM, Social Marketing)
- 100% due at the beginning of the month
- 100% payment billed in advance for the monthly or yearly term. Must be billed to a,
bank account, valid credit or debit card. If recurring payments are cancelled between billing periods, Arca Interactive will not refund a pro-rated amount of the current months payment, but will cancel any further billing for that recurring payment.
Small Project Updates, Changes or Modifications – ($125 – $1000)
- 100% payment to commence work
Large Project Updates, Changes or Modifications – ($1000 & up)
- 50% minimum down to commence project
- 50% due upon completion of work
Review by Client
Once design proofs have been signed off any major revision request may require a new proposal increasing the final project cost. Final client review will begin once the site or application has been thoroughly tested by our Q/A team, the client will be notified and will be given ten (10) business days to review and submit any items felt to be errors, irregularities or inconsistencies within the original scope of the project proposal (including any change orders). Any items within the project scope will be addressed. If no items are received, it will be assumed that the project is complete conforming to the original scope and ready for launch.
Any errors, irregularities or inconsistencies within the website or application related to the scope of the project will be addressed at no additional cost to the client. This does not include any incompatibilities that may arise from new releases of related or non-related third-party software applications (i.e. updated or new web browsers.) Costs associated with any requests outside the original project scope will be presented to the client upon request. Integration of third party applications, services, APIs or other items are not covered under this warranty. These applications are controlled by the respective third parties and any future changes that may be implemented by these organizations are out of Arca Interactive’s control and may render elements of the site or application which rely on the 3rd party applications, non-functional. Repairs to the site or application to accommodate these third party changes and renew functionality will be charged for on a time and materials basis.
All final files, content, data, and original art become the property of the client. Arca Interactive will store all information, data and files on our cloud drive that will be provided to the client for storage if requested by the client. Arca Interactive reserves the right to reuse any code, non-copy written graphics or underlying technologies used to develop this site or application with no obligation to client.
Arca Interactive’s website hosting services are billed on a monthly basis or as otherwise outlined in Hosting Agreement. Initial hosting payment must be received before the web site will be launched (activated). If completed site or application will be hosted on third-party’s servers, complete payment of all outstanding balances must be received before web site files will be surrendered to client, or posted on third-party host. Any time required to setup third-party hosting environment to accommodate website will be charged at $125/hour.
Client agrees to allow Arca Interactive the right to reproduce, publish and display the resulting project in Arca Interactive’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Client agrees to allow Arca Interactive to place a standard corporate self-promotion link to Arca Interactive’s website in the sites footer.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Relationship of the Parties
Independent Contractor. Arca Interactive is an independent contractor, not an employee of Client or any company affiliated with Client. Arca Interactive shall provide the Services under the general direction of Client, but Arca Interactive shall determine, in Arca Interactive’s sole discretion, the manner and means by which the Services are accomplished. This agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Arca Interactive and the work product or Deliverables prepared by Arca Interactive shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this agreement.
Arca Interactive Agents
Arca Interactive shall be permitted to engage and/or use third party Arca Interactive or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Arca Interactive shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Arca Interactive, employee or Design Agent of Arca Interactive, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Arca Interactive shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Arca Interactive, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Arca Interactive, and Arca Interactive shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Arca Interactive.
Limitation of Liability
The services and the work product of Arca Interactive are sold “as is.” In all circumstances, the maximum liability of Arca Interactive, its directors, officers, employees, design agents and affiliates (“Arca Interactive Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Arca Interactive. In no event shall Arca Interactive be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Arca Interactive, even if Arca Interactive has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Arca Interactive shall not be deemed in breach of this Agreement if Arca Interactive is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Arca Interactive or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Arca Interactive’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Arca Interactive shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Governing Law and Dispute Resolution
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of New York without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of New York. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Arca Interactive will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Arca Interactive shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
All content to be delivered to Arca Interactive in an editable digital format approved by Arca Interactive. Licensing costs for any third-party software product(s) and hardware costs associated with this project are not included in this estimate. Original photography rights are extended to both the client and reserved by Arca Interactive for future use if deemed appropriate. Client provided content will be implemented as received. We will not proofread for grammar or spelling unless otherwise indicated.