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Payment Terms

  • All invoices are due upon receipt. Work will begin after the down payment has been received.
  • Unless otherwise stated, progress invoices may be issued approximately every two weeks based on demonstrated progress. Each invoice is due upon receipt.
  • The final balance is due upon the Client's acceptance of the completed project and before the website is launched, transferred, or otherwise released to the Client.
  • After all invoices have been paid in full, the Client will receive ownership of the original final work created specifically for the project. Copies of available project files will be provided upon request.
  • Third-party assets—including software, plugins, themes, stock images, fonts, code libraries, hosting platforms, and other licensed materials—remain subject to their respective licenses and are not transferred to the Client as original copyrighted work.
  • Where applicable, project data maintained on Designer-controlled systems is backed up daily during active development and monthly during any paid hosting or maintenance period.
  • Alternative payment arrangements may be available with prior written approval.
  • The estimated project turnaround is three to four weeks. Actual completion time may vary depending on the project scope, the Client's response time, the availability of required materials, requested revisions, and Designer's workload.
  • Questions or concerns regarding Designer's products or services should be directed to dale@madsciweb.com. Designer will make reasonable efforts to address concerns promptly.

Conditions of Use

1. Parties and Project Description

The Client wishes to retain Mad Scientist Web Design + Marketing (“Designer”) to provide website design, development, content, marketing, or related services. The specific services, deliverables, schedule, and fees are described in the applicable Proposal, which is incorporated into this Agreement.

The Client and Designer may be referred to individually as a “Party” and collectively as the “Parties.”

2. Scope of Work

This is a fixed-price agreement based on the scope described in the Proposal.

Any service, feature, page, functionality, content, integration, or other work not expressly included in the Proposal is outside the original scope. If the Client requests a change or expansion of the scope, Designer may provide a written change order identifying any additional fees and time required.

Designer is not required to begin out-of-scope work until the Client approves the change order in writing.

3. Revisions

The Client is entitled to two rounds of revisions unless agreed otherwise.

A revision round consists of one consolidated list of requested changes submitted by the Client. Additional revisions, new directions, or changes beyond the approved scope may be billed at $50 per hour or at another rate as agreed upon.

Corrections required because Designer failed to follow the approved scope or supplied specifications will not count as Client-requested revisions and are not billable.

4. Client Responsibilities

The Client agrees to provide all requested content, images, credentials, approvals, feedback, and other materials necessary to complete the project.

The Client is responsible for reviewing all content, contact information, pricing, legal notices, and other business information for accuracy before approving the project.

Delays in receiving materials, feedback, approvals, or payments may extend the completion schedule.

5. Project Completion and Finality

Designer may consider the project complete when:

  • The deliverables described in the Proposal have been completed;
  • The website substantially conforms to the approved design and scope;
  • The included revision rounds have been completed or waived;
  • Designer has requested final review and the Client has accepted the project or has not provided a written list of remaining in-scope corrections within 10 business days; and
  • All outstanding invoices have been paid.

Designer may suspend or close a project if the Client fails to provide required materials, feedback, approval, or payment for 30 consecutive days. Any work required to restart a closed or inactive project may be subject to additional scheduling and fees.

Clear, timely, and consolidated feedback from the Client will help prevent delays and ensure that the finished project reflects the Client's objectives.

6. Commencement of Work

Work will begin after:

  • The Proposal or Agreement has been accepted;
  • The required initial payment has been received; and
  • The Client has provided the materials and access reasonably necessary to begin.

Invoices may be delivered electronically through PayPal or another payment processor selected by Designer.

7. Confidentiality

During the project, the Client may disclose proprietary or confidential information to Designer, including trade secrets, business plans, credentials, customer information, processes, and other nonpublic information.

Designer will use confidential information only as necessary to perform the services and will not knowingly disclose it to third parties except:

  • To employees, contractors, or service providers who need the information to complete the project and are expected to protect it;
  • When authorized by the Client; or
  • When disclosure is required by law.

These confidentiality obligations continue after the project is completed. They do not apply to information that is publicly available through no fault of Designer, was lawfully known to Designer before disclosure, or was independently developed without using the Client's confidential information.

8. Client Materials and Proprietary Information

The Client retains ownership of all trademarks, logos, text, photographs, data, and other proprietary materials supplied by the Client.

The Client grants Designer a limited license to use those materials solely as necessary to complete the project.

Designer does not acquire ownership of the Client's proprietary information merely by receiving or using it for the project.

9. Ownership of Final Deliverables

After all amounts due under the Agreement have been paid in full, Designer assigns to the Client its copyright interests in the original final website design, original written content, and other original deliverables created specifically for the Client under the Proposal.

The transfer does not include:

  • Designer's preexisting materials, tools, templates, methods, processes, or reusable code;
  • Third-party software, plugins, themes, fonts, photographs, graphics, or licensed materials;
  • Open-source components;
  • Hosting accounts, subscriptions, or services owned or controlled by third parties; or
  • Drafts, rejected concepts, unused designs, or working files unless the Proposal expressly includes them.

Third-party and open-source materials remain subject to their applicable licenses and terms of use.

10. Representations and Warranties

Designer represents that it has the authority to enter into and perform this Agreement.

Designer will perform the agreed services in a professional manner and will make reasonable efforts to ensure that the final deliverables substantially conform to the approved Proposal.

The Client represents that it has all rights, permissions, and licenses necessary to provide and authorize the use of any trademarks, logos, photographs, text, data, claims, or other materials supplied to Designer.

The Client is responsible for the accuracy and legality of all Client-provided materials and business claims.

11. Client-Supplied Materials and Third-Party Claims

The Client agrees to notify Designer immediately of any claim alleging that Client-supplied materials infringe a third party's copyright, trademark, privacy, publicity, or other rights.

To the extent permitted by law, the Client agrees to defend and indemnify Designer against third-party claims, losses, and reasonable expenses arising directly from materials or instructions supplied by the Client, except to the extent the claim was caused by Designer's unauthorized alteration or misuse of those materials.

12. Disclaimer of Business Results

Designer will create the website and related materials according to the approved scope and specifications. However, Designer does not guarantee any particular level of revenue, profit, sales, leads, website traffic, search-engine ranking, exposure, brand recognition, or other business result.

Search-engine rankings, advertising performance, online traffic, and customer behavior depend on numerous factors outside Designer's control.

Except for the express commitments stated in the Proposal or this Agreement, the services and deliverables are provided to the fullest extent permitted by law without additional express or implied warranties.

13. Limitation of Liability

To the fullest extent permitted by law, neither Party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunities, or loss of data, arising from this Agreement.

Designer's total liability arising from the project will not exceed the total amount actually paid to Designer under the applicable Proposal.

These limitations do not apply to liability that cannot legally be limited or excluded.

14. Failure to Pay

The Client must pay all invoices according to the payment schedule in the Proposal and this Agreement.

If an invoice is not paid when due, Designer may:

  • Suspend work;
  • Withhold launch, transfer, files, credentials, or deliverables;
  • Remove services hosted or maintained by Designer, subject to applicable law and prior notice;
  • Charge any late fee expressly stated in the Proposal; or
  • Terminate the Agreement.

If the Client anticipates difficulty making a payment, the Client should contact Designer promptly to request a written payment arrangement.

Termination or suspension does not eliminate the Client's obligation to pay for work performed, approved expenses, licensed materials, and other amounts incurred through the effective date of suspension or termination.

15. Mediation and Arbitration

Before filing a lawsuit, the Parties agree to attempt to resolve any dispute through good-faith negotiation.

If negotiation does not resolve the dispute, either Party may request nonbinding mediation conducted by a mutually agreed mediator.

If mediation does not resolve the dispute, the Parties agree that the dispute will be resolved through binding arbitration administered by a mutually agreed arbitration provider or arbitrator. The arbitration will take place in the Texas county where Designer's principal office is located unless the Parties agree otherwise in writing.

Nothing in this provision prevents either Party from seeking temporary injunctive relief, pursuing an eligible claim in small-claims court, or exercising a right that cannot legally be waived.

The Parties should specify the applicable arbitration rules, allocation of arbitration costs, and selection procedure in the final attorney-approved agreement.

16. Governing Law and Venue

This Agreement will be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

For any dispute that is not subject to arbitration, the Parties consent to the jurisdiction of the state and federal courts serving the Texas county where Designer's principal office is located, unless applicable law requires a different venue.

17. Legal Fees

In any legal action or proceeding arising from this Agreement, the prevailing Party may recover reasonable attorney's fees and costs to the extent permitted by law.

18. Entire Agreement

This Agreement and the incorporated Proposal constitute the entire agreement between the Parties regarding the project and replace prior oral or written discussions concerning the same services.

Any amendment or waiver must be in writing and accepted by both Parties.

If a provision is found unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

Electronic signatures, electronic acceptance, and electronically transmitted copies may be treated as originals.

Website Disclaimer

The information provided by Mad Scientist Web Design + Marketing ("MSWD+M," "we," "us," or "our") on MadScientistWebDesign.com (the "Site") is provided for general informational purposes only.

We make reasonable efforts to provide accurate and current information. However, we make no representation or warranty, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of information on the Site.

The information on the Site is not legal, financial, accounting, tax, cybersecurity, or other professional advice. Visitors should consult an appropriately qualified professional before acting on information that may affect their business, finances, legal rights, security, or other important interests.

The Site may contain links to third-party websites or services. We do not control and are not responsible for the content, availability, security, privacy practices, or accuracy of third-party resources.

To the fullest extent permitted by law, MSWD+M will not be liable for losses or damages arising from the use of the Site or reliance on information provided through the Site.

Use of the Site and reliance on its content are at the visitor's own risk.