Terms of Service
Digital GreenLight - Last updated: February 4, 2015
Our postal address is
PO Box 4775
Richmond, VA 23220
We can be reached via our contact form. or you can reach us by telephone at (804)874-4824
This is a contractual agreement between Digital GreenLight and those who commission Digital GreenLight for service, referred to respectively as the “provider” and the “client” throughout this document. This is a legally binding contract and you agree to it when you agree to the a project that references it. This contract will apply to any and all project contracts agreed to by the provider and the client, referred to as “projects”.
As the nature of work performed by the provider for the client may involve sensitive information relating to the client or the client’s business, the provider agrees not to disclose such information to any third party, and ensure it is seen and used only by persons performing services for the project for which the information was furnished. This confidentiality obligation will cease to apply to any information required by law to be released by the provider, or which becomes part of the public domain other than by a breach of confidentiality by the provider.
2. Hiring Restrictions
After the client has agreed in writing to hire the provider, the client agrees not to pursue the services of any other individual or company for the agreed on project or any variation of the agreed on project unless released by the provider in writing to do so. If the client pursues another individual or company to provide the agreed on services, the client will be held accountable for full payment the project agreement plus any additional costs incurred by the provider, including billed time.
3. Reporting and Meetings
The provider agrees to report to the client at checkpoints stated in the project agreement regarding the status of the project. This report will include hours worked if the client is being billed on an hourly basis. The client agrees to become available to meet with or provide information to the provider, for clarification of the project, content for a website project, project changes, or any other reasons relevant to the project. If total meeting or consulting time for a project exceeds 8 hours, additional time may be billed to the client at an hourly rate of sixty dollars per hour, unless otherwise specified in a project agreement. If meeting in person is not a feasible option, the client and provider can instead meet over the telephone, or via email or online conferencing.
Pricing for each project will be set forth in detail by each project agreement, and any hourly rates or pricing schedules will apply only to the project or projects in which said pricing schedule occurs. Standard hourly rate when not specified is $80 per hour.
5. Payment Terms
Specific payment terms may be set forth in each project agreement, and will apply only to the project in which said payment terms appear. By default, deposits are due before work begins and all other payments are due net-30. The provider retains the right to collect payment before project completion in the event of delays caused by the client, such as failure to provide project content or approvals.
If payment is late, the client must pay a late fee that is the lesser of 5% of the remaining balance or 30 dollars per month that the invoice remains unpaid. If invoices for any services are not paid within 60 days of the invoice date, the website or work performed may be temporarily suspended until the invoice has been paid in full. If an invoice remains unpaid for 6 months or longer, the client will incur a collections processing fee equal to 36% of the unpaid balance before further collections action is taken, including collection agencies, credit reporting, wage or bank account garnishment, or any collection actions permitted according to Virginia state law.
Any expenses incurred by the provider which are directly related to a project, will be reimbursed by the client as per the terms of the project agreement. By default, these expenses will be invoiced the sooner of the completion of the project, or when said expenses exceed one hundred dollars, or at any milestone payment point stated in the project agreement. The provider agrees to furnish receipts for any expenses questioned by the client, or in the case of mileage expenses, the provider will furnish a detailed travel log. Expenses not defined in a project agreement must be approved by the client before they are incurred.
8. Copyright and property rights
Unless otherwise agreed in writing by the provider and the client, the copyright, ownership, licensing and all other rights relating to any software provided to the client by or on behalf of the provider pursuant to this agreement will remain the property of the provider, or where applicable its licensors. All rights relating to any element of design, including, but not limited to visual, auditory, and navigational elements included in the project, which do not specifically identify the client or the client’s brand will remain the property of the provider, or where applicable its licensors. All rights relating to any element of design, including, but not limited to visual and auditory elements included in the project, which specifically identify the client or the client’s brand will be transferred to the client after agreed payment has been received in full by the provider. The provider retains the rights and license of all parts of the project for use in a client portfolio, including any elements belonging to the client upon completion of the project. At the client’s request, any sensitive or contact information will not be shown on the portfolio. Any content provided by the client for use in the project must be licensed for the intended use, and the client assumes all responsibility for the use of the provided content, if legal issues arise from its use. The provider assumes responsibility for licensing and use of content not provided by the client, as long as the provider has control over content of the project. If the provider gives up control over the content of the project, then the client assumes all licensing responsibility at that time.
The client agrees that it shall defend, indemnify, save and hold the provider harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the provider’s work on the project. This includes liabilities asserted against the provider, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided, performed or agreed to be performed or any product sold by the client, its agents, employee or assigns.
The client also agrees to defend, indemnify and hold harmless the provider against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
10. Licensing Terms
The client is licensed only for the intended use of the project unless otherwise stated in the project contract. The client may not sell, distribute, or reverse engineer any part of the project, unless the client owns all rights to the element being sold, distributed, or reverse engineered.
Cancellation of the project at the request of the client must be made in writing or via email. Email cancellations must be replied to before they may be considered valid. In the event that work is postponed or canceled at the request of the client, the provider shall have the right to retain any deposits already paid. Additional payment will also be due, prorated based on the percentage of work completed, including any expenses incurred by the provider. Additional payment will be billed to the client within 10 days of notification to stop work. Final payment will be expected under the same terms as listed in the project agreement, or by default as section 7 (Invoices) of this agreement.
In any case where this agreement is in dispute, and requires any third party arbitration, the client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the provider.
This contract constitutes an agreement between the provider and the client regarding all future projects. It becomes effective only when signed by both parties.
Both parties warrant that they have read and understand the terms set forth in this agreement. Both parties ascertain that they will make a good faith effort to abide by the terms set forth herein.