TERMS & CONDITIONS
Last Updated February 25, 2021
Terms of Engagement
The following Terms and Conditions apply to all products and services provided by NIRAY LLC (hereinafter referred to as NIRAY). All work is managed and executed by NIRAY on the understanding that the Client has agreed to our Terms and Conditions. NIRAY has the right to change, modify or amend these Terms and Conditions without prior notice. By paying NIRAY LLC and getting into a working relationship with them you are hereby agreeing to our terms and conditions listed below.
Additionally, your continued use of this site and orders placed via website or email to NIRAY shall be deemed to be your agreement to any such modifications, amendments or updates.
At the time of proposal, NIRAY will provide the Client with a written quote or invoice by email. These Terms and Conditions can be read at any time on the NIRAY website. A copy of the written quote or invoice is considered to be electronically signed and dated upon initial payment by the Client which binds the Client to accept our Terms and Conditions.
For the avoidance of doubt, NIRAY’s Terms & Conditions are what govern our products and services, not any conversations during consultation or conditions on the Client’s written quote or invoice.
Charges for graphic design services provided by NIRAY will be detailed in a written quote or invoice that is provided to the Client by email. At the time of the Client’s acceptance of the quote or invoice, thus indicating acceptance of the Terms & Conditions, a non-refundable retainer becomes immediately due unless agreed upon otherwise, in writing, with NIRAY.
Charges for website design services, unless agreed otherwise with the Client, require an advance non-refundable retainer of a minimum of fifty (50) percent of the project estimated total before the design phase of the project commences. The remaining fifty (50) percent of the project total will be due upon initial review of the work and prior to the release and publishing of the website.
Release of work on behalf of the Client will not take place before cleared funds have been received.
Charges for design work do not cover the release of our copyright design source files, including but not limited to the Photoshop Document (PSD) or Adobe Illustrator (AI) file. If the Client requires these files for transfer to another designer, they will be subject to a ‘buy-out’ charge.
Charges for Other Services
Charges for any additional services requested during the project that exceed the estimated time; or are outside the scope of the initial quote, will become fully payable at the time of the invoice acceptance and prior to the commencement of additional work outside the original scope of the project.
NIRAY reserves the right to increase the pricing stated herein to the extent deemed warranted as a result of increases in the cost of labor, materials, shipping, overhead expenses, or other business-related charges. All quoted or invoiced pricing is valid for thirty (30) days from issuance of quote or invoice. Except as otherwise set forth on the invoice, terms of payment are net seven (7) days from invoice date and all prices set are subject to adjustment by NIRAY.
Current prices on the website supersede any previous website pricing. To the extent the price on the website differs from printed branding packages and materials, the price on the website shall prevail. All prices are subject to change without notice and are not guaranteed, except that prices agreed upon in writing have been accepted by the Client and a non-refundable retainer has been paid on the invoice to hold the pricing for no longer than thirty (30) days. Pricing is not subject to change once the Client remits full payment of their invoice in full unless the Client ceases communication with NIRAY for longer than forty-five (45) days from the date of full payment. Design and Website projects are considered abandoned after forty-five (45) days of the initial deposit or full payment of the invoice if the Client ceases written communication during our attempts to acquire content, written or photographic, required to complete the project. Once the project is marked as abandoned, NIRAY will impose a fee and/or the project will be reassessed at our current rates. Unresponsiveness of the Client precludes our ability to fulfill the obligations of the contract set forth in the invoice.
Payments may be made via Credit Cards (Visa, MasterCard, and American Express) or Debit Card.
Payments made by check must be previously agreed upon and may be subject to an administration charge. Returned checks will incur an additional fee of $25 per returned check. NIRAY reserves the right to consider and account to be in default in the event of a returned check. At that time, all projects will be placed on hold until the Client brings the account current and all unpaid fees and balances are paid in full.
Client invoices contain the complete and entire payment agreement between both parties. Terms are net seven (7) days from the date of invoice. For invoices which are not paid within the foregoing terms, NIRAY shall have the right, in addition to all other rights and remedies, to assess a late payment charge of one and a half (1.5) percent per month compounded on the unpaid balance of any amount(s) then past due. The Client shall be responsible for any and all fees and expenses incurred in collecting any payments due, including, but not limited to, attorney’s fees and collection costs. NIRAY reserves the right, at any time, to revoke any credit (discounts) extended because of Client’s failure to pay for products and/or services when due or for any other reason deemed good and sufficient, and in such event, all subsequent products and/or services shall be paid in full prior to producing work. No invoice may be cancelled, rescheduled or reconfigured without prior written authorization, and in such event, the Client will be liable for any additional costs and expenses incurred.
In the case of default or breach of contract by the Client in the performance or fulfillment of any or all provisions of this agreement, NIRAY can cancel any outstanding projects and declare all obligations immediately due and payable. Failure to pay by the due date shall entitle NIRAY to suspend fulfillment of all current and future projects. Where NIRAY has good reason to believe the Client may default on payment, NIRAY reserves the right, at any time, and in its absolute discretion, to demand full payment of the account and take legal action to recover the debt and costs.
Release of work on behalf of the Client, will not take place before cleared funds have been received.
An account shall be considered in default if it remains unpaid for thirty (30) days from the date of invoice, or following a returned check. This includes any and all unpaid amounts due for services, including, but not limited to; hosting, domain registration, design and maintenance, graphic design services, and print production.
A project with pending edit(s) publicly circulated or used for business purposes will be deemed completed by default. Additional changes following, will be completed at an additional cost.
Project delays primarily caused by the Client do not relieve the Client of their obligation to pay the amount(s) due. Client accounts that become default agree to pay all NIRAY ‘s legal and accounting expenses, to include third party collection agency fees, in the enforcement of the debt and these Terms and Conditions.
Return & Refund Policy
No returns may be made for any reason without written notice emailed to firstname.lastname@example.org. At which time, NIRAY will review the submission and determine if a credit or replacement is most applicable given the reason for replacement based on findings of an internal investigation. Cancellation of orders may be made formally in writing to email@example.com and the Client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of invoicing. The balance on the account, if any, must be paid within thirty (30) days.
Please note: any cancellation which is not formally confirmed in writing and received by NIRAY within seven (7) days of such request, the Client will be liable for the full quoted cost of the project.
Shipping and/or Delivery Policy:
Client refusal to accept delivery or returns of any products, without authorization from NIRAY, will result in such products being held by NIRAY for ten (10) days, after which NIRAY may deem the products abandoned and dispose of them as it sees fit and without credit to the Client’s account. NIRAY reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of the Client’s creditworthiness or failure to fulfill any obligation when due.
NIRAY will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by NIRAY by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any Act of God, fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by suppliers or any other cause or causes beyond NIRAY’s reasonable control. NIRAY reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than thirty (30) days by reason of any such cause. NIRAY reserves the right to allocate in its sole discretion among the Client or potential Clients, or defer or delay the shipment of, any product which is in short supply.
Copyrights and Trademarks
By supplying text, images, photos, designs, and other data to NIRAY for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by NIRAY on behalf of the Client, will remain the property of NIRAY and/or its suppliers unless otherwise agreed upon in writing. A license for use of the copyright material is granted to the Client solely for the project defined in the scope or request and not for any other purpose. Client grants NIRAY permission to use the aforementioned materials freely in the pursuit of the agreed upon design.
Any software, code, or other third-party materials used in a website design, digital project, or print project remains the property of the creator and any ongoing license fees are the responsibility of the Client, not NIRAY.
Should the Client supply an image, text, or any other file for use in a website, print item, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow NIRAY to remove and/or replace the file, at the expense of the Client.
The Client agrees to fully indemnify and hold NIRAY free from harm in any and all claims resulting from the Client not having obtained all the required copyright or other necessary permissions.
Any timeline given by NIRAY of a project’s duration is to be considered by the Client to be an estimation. NIRAY cannot be held responsible for any project delays, whatever the cause. Estimated project duration should be deemed to be from the date of cleared funds to NIRAY for the initial payment or by date predetermined and confirmed in writing by NIRAY. NIRAY shall not be responsible for delays in producing any Deliverable caused by Client’s delay. Failure of Client to timely perform any of its obligations, or lack of Client responsiveness in delivering content or information for project completion is not the responsibility of NIRAY. Design and Website projects are considered abandoned after forty-five (45) days of the initial deposit or full payment of the invoice if the Client ceases written communication during our attempts to acquire content, written or photographic, required to complete the project. Once the project is marked as abandoned, NIRAY will impose a fee and/or the project will be reassessed at our current rates. Unresponsiveness of the Client precludes our ability to fulfill the obligations of the contract set forth in the invoice.
NIRAY considers the project complete upon written agreement from the Client.
The Client agrees to give access to website accounts (username, passwords, and other required permissions) to existing sites in order to remove content (images and written) to complete website projects. The Client is required and agrees to provide all written content needed for the design of the website prior to the commencement of the design phase to complete the project in a timely manner.
For all website projects, a quote shall be provided to the Client which outlines the scope of the website design project. The quote shall include the costs involved to complete the project. However, content received during or after the design phase required to complete the project, at the Client's request, will incur additional costs. This includes the submission of written or photographic content not provided to NIRAY prior to the design phase and not previously discussed in the consultation or prior to the non-refundable retainer.
Charges for website design services, unless agreed otherwise with the Client, require an advance payment of a minimum of fifty (50) percent of the project total. The remaining fifty (50) percent of the project total will be due upon initial review of the work prior to release (launch) of the website.
NIRAY requires all written content be submitted before design of a website commences. Once the content is received for the website and reviewed by NIRAY, the design timeline begins and any changes to written content after the design phase will incur an additional charge.
By supplying text, graphics, photos, designs, etc. to NIRAY for inclusion on the website, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner and the Client will hold harmless, protect, and defend NIRAY from any claim or suit arising from the use of such aforementioned elements furnished by the Client.
The Client agrees that NIRAY holds no responsibility for any changes made by the Client or any third party, after a website is launched. Corrections to the changes made by the Client or third party will incur an additional charge and are not included in the free thirty (30) day maintenance given to the Client from the date of launch.
Once the design is complete, NIRAY will provide the Client with two (2) review sessions at no extra cost to review the resulting work. The first review can include changes to design, layout, color scheme and other design elements. However, the final review will only include small minor textual changes and adjustments to placement of items. All feedback should be placed on the hosting platform or by email if the platform is non-functional.
NIRAY will consider the Client has accepted the original resulting work as final, if no notification of changes is received in writing, within seven (7) days of the start of the review period.
Acceptance of Terms and Conditions
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. NIRAY reserves the right to change any pricing and any of the Terms and Conditions at any time and without prior notice.
Through the use of this website and orders placed via email, you are hereby accepting the Terms and Conditions stipulated within the aforementioned Terms and Conditions. If you are not in agreement with our Terms and Conditions, please feel free to submit an email to firstname.lastname@example.org and describe, in detail, what concerns and/or questions you may have related to the policies set forth in our Terms and Conditions. In addition, your continued use of
our website following the posting of any updates or changes to our Terms and Conditions shall mean that you are in agreement and acceptance of such changes.
How to Contact Us
If you have any questions or concerns regarding the Terms and Conditions, please feel free to contact us at the following email, telephone number or mailing address.
Telephone Number: (571) 385-6014
Mailing Address: NIRAY LLC 1320 Central Park Blvd
Ste 200 Fredericksburg, Virginia 22401