Please read this agreement carefully before starting any project with Gray Matter LLC. This document outlines our working relationship, expectations, and protections for both parties.
Last Updated: January 2024
This Client Service Agreement ("Agreement") is entered into between Gray Matter LLC ("Designer/Developer," "I," or "We") and the client ("Client," "You") identified in the project proposal or invoice. This Agreement governs the design, development, and delivery of web-based digital services including but not limited to website design, website development, booking system integration, e-commerce setup, and related digital services as specifically outlined in the project proposal provided to the client prior to commencement of work.
The scope of work for each project will be defined in a separate project proposal or scope document. Any features, pages, or functionalities not explicitly included in the agreed-upon scope are considered out of scope and may be subject to additional fees if added during the project.
All project fees are outlined in the project proposal and agreed upon before work begins. A non-refundable deposit of 50% of the total project cost is required before any design or development work commences. The remaining 50% balance is due upon project completion and prior to the final files or live launch being delivered to the client.
For Premium / Full Platform builds valued at $800 or more, a three-payment structure may be arranged as follows: 40% to initiate, 30% at design approval, and 30% at launch — subject to written agreement. All payments are accepted via bank transfer, PayPal, Venmo, Cash App, or other agreed-upon payment methods. Work will not commence or continue if payments are not received on schedule.
Invoices not paid within 7 days of their due date may result in work being paused. A late fee of $25 per week may be applied to overdue balances after the 7-day grace period.
Each plan includes a defined number of revision rounds as outlined in the project proposal (Starter: 1 round, Professional: 2 rounds, Premium: unlimited during build phase). A revision round is defined as a consolidated list of changes submitted in a single document or message. Each round of feedback must be provided within 5 business days of receiving the design or development preview.
Revisions are limited to adjustments within the original agreed-upon scope — such as changing text, colors, images, or layout adjustments. Requests that constitute new features, additional pages, or structural redesigns are considered scope changes and will be quoted separately. Change requests should be submitted in writing via email to maintain a clear record.
Estimated project timelines are provided in the project proposal and begin from the date the deposit is received and all required client materials are delivered (including logo files, brand colors, copy, and images). Timelines are estimates and may vary based on project complexity and client responsiveness.
The client is responsible for providing all required content and feedback in a timely manner. If the client fails to provide necessary content or feedback within 10 business days of a request, Gray Matter LLC reserves the right to pause the project. Projects that remain inactive for 30 or more calendar days due to client delays may be subject to a project restart fee of up to 25% of the original project cost to resume work and account for re-onboarding time.
Upon receipt of final payment in full, the client is granted full ownership of the completed website design and all custom assets created specifically for their project. Gray Matter LLC retains the right to display the completed work in portfolios, case studies, and promotional materials unless the client requests otherwise in writing.
Any third-party assets used in the project — including stock photography, fonts, icons, plugins, or platform licenses — remain subject to their respective licensing terms. It is the client's responsibility to maintain any required third-party licenses after project delivery. Gray Matter LLC does not transfer ownership of any third-party software, platforms, or tools integrated into the project.
The client warrants that all content, images, and materials provided to Gray Matter LLC for use in the project are owned by the client or are properly licensed for use. The client agrees to indemnify Gray Matter LLC against any claims arising from the use of client-provided materials.
Both parties agree to keep confidential any proprietary information, trade secrets, business strategies, or sensitive materials shared during the course of the project. Gray Matter LLC will not disclose client business information, login credentials, or financial details to any third party without the client's explicit written consent, except where required by law.
Login credentials and access information provided by the client for hosting accounts, domain registrars, CMS platforms, payment processors, or other third-party services will be used solely for the purpose of completing the agreed-upon project and will not be stored beyond project completion. Clients are strongly encouraged to update all passwords following project delivery.
If the client wishes to cancel the project after work has commenced, the initial deposit is non-refundable as it compensates for time, research, and resources already committed to the project. If cancellation occurs after significant work has been completed beyond the initial design phase, an additional fee proportional to the work completed may be invoiced before any project files are released.
Gray Matter LLC reserves the right to cancel a project if the client engages in abusive, threatening, or unreasonable behavior toward the developer. In such cases, a partial refund may be issued based on work not yet completed, at the sole discretion of Gray Matter LLC.
No refunds will be issued after final files have been delivered or the website has been launched, as the deliverable has been provided in full accordance with the agreed scope of work.
Gray Matter LLC will perform all services with reasonable care and skill and will make every effort to deliver a high-quality product that meets the agreed-upon specifications. However, Gray Matter LLC makes no warranties, express or implied, regarding the website's performance, uptime, search engine rankings, or business outcomes resulting from the use of the delivered product.
Gray Matter LLC is not liable for any direct, indirect, incidental, or consequential damages arising from the use of, or inability to use, the delivered website or digital assets. This includes but is not limited to lost revenue, lost data, or damage resulting from third-party platform outages, hosting issues, or client-side modifications made after project delivery.
The total liability of Gray Matter LLC for any claim arising under this Agreement shall not exceed the total amount paid by the client for the specific project to which the claim relates. By engaging Gray Matter LLC and submitting the initial deposit, the client acknowledges that they have read, understood, and agree to all terms outlined in this Agreement.
If you've read this agreement and are ready to move forward, reach out via the contact page. I'll send over a project proposal and a formal agreement to sign digitally before we begin.