Terms of Service
These Terms of Service (“Agreement”) set forth the understanding between you (“Client”) and Vortex West regarding the scope of services, ownership of work, and other important provisions.
1. FEES & PAYMENT
Rates & Invoicing: Fees are determined by the agreed Statement of Work (“SOW”). The standard hourly rate is $150 unless otherwise specified.
Payment Terms: All invoices are due upon receipt unless stated otherwise in the SOW.
Change Orders: Any request beyond the original SOW or additional hours will be subject to a change order, potentially at the same hourly rate or as otherwise stated in the SOW.
2. COMMUNICATION & APPROVALS
Single Point of Contact: Client must designate one representative to liaise with Vortex West. If this representative changes, prior approvals remain valid.
Written Requests: All project edits and approvals must be sent via email. Phone reviews can be scheduled but final decisions must be confirmed in writing to avoid confusion.
3. CLIENT MATERIALS & OWNERSHIP
Provided Content: Client retains ownership of all text, images, and other materials it supplies. Client warrants it has full rights to use all content provided and will indemnify Vortex West against any related claims.
Completed Deliverables: Upon full payment, all finished work becomes the property of the Client. However, Vortex West may retain ownership of general, non–Client-specific code and grant the Client a non-exclusive, royalty-free license to use it.
Portfolio Use: Client agrees Vortex West may display Client’s name, logo, and final project in Vortex West’s portfolio or marketing materials.
4. TIMELINES & DELAYS
Project Schedule: Vortex West allocates resources based on a predefined timeline. If Client delays providing necessary assets or approvals, subsequent milestones may shift accordingly.
5. LIMITED WARRANTY
30-Day Bug Fix: For 30 days after final delivery on Vortex West’s hosting environment, any coding errors caused by Vortex West workmanship will be corrected at no additional charge.
Exclusions: The warranty is void if the Client requests direct access to the code or if others modify the site files.
6. LIABILITY & INDEMNIFICATION
Limitation of Liability: Vortex West is not liable for indirect, incidental, or consequential damages (including lost profits or data loss) arising from its services. In any event, liability is limited to the total amount paid by the Client.
Third-Party Services: Vortex West is not responsible for downtime or issues caused by hosting providers or any external services.
Client Indemnification: The Client agrees to indemnify Vortex West against any claim related to Client-provided content or materials.
7. MONTHLY RETAINERS
(IF APPLICABLE)
Term: Retainers typically require a one-year commitment. They will automatically renew annually unless canceled in writing at least 30 days in advance.
Allocation of Resources: Because Vortex West allocates staff and equipment for retainer-based services, the agreed fee applies for the full term.
8. EXPENSES
Reimbursables: Client is responsible for the cost of any requested stock images, fonts, licenses, or similar resources. Client may opt to purchase assets directly.
9. NON-SOLICITATION
For two (2) years after this Agreement ends, Client will not hire or solicit any Vortex West employee or contractor who worked on Client’s project without written consent from Vortex West. Breach of this section requires payment of damages equal to two years of that individual’s compensation.
10. NON-DISPARAGEMENT
Neither party will make false or malicious statements (including on social media) that could harm the other’s reputation or business. Violations may lead to liquidated damages equal to the total fees paid under this Agreement plus enforcement costs.
11. TERMINATION
Retainer-Based: With 30 days’ written notice, the Client may end a retainer agreement, with fees due through the notice period (including overage hours, if any).
Project-Based: Client may cancel at any time. Vortex West retains any amounts already paid, and no refunds are provided.
12. GOVERNING LAW
These terms are governed by and construed according to the laws of the State of Florida. Any dispute must be brought in Federal or State courts within Florida, and the Client consents to such jurisdiction.
13. ENTIRE AGREEMENT
This Agreement (including any applicable SOW) constitutes the full and final understanding between Client and Vortex West, superseding any prior discussions. If any part of this Agreement is deemed invalid, the remaining sections remain in effect. In the event of a conflict between this document and the SOW, the SOW prevails.
14. NOTICE
Email is considered a valid form of written notice for all provisions of this Agreement.
By engaging Vortex West’s services, the Client accepts and agrees to the above Terms of Service.
