Terms and Conditions — Website & Application Development Services

Web Vision Inc · gowebvision.com

1. Introduction and Acceptance

1.1 These Terms and Conditions ("Terms") govern all website design, website development, web application, and mobile application development services ("Services") provided by Web Vision Inc ("Web Vision," "Company," "we," "us") to the client identified in an accepted proposal, quote, or statement of work ("Client," "you").

1.2 By signing a proposal or statement of work, paying a deposit, or otherwise instructing us to begin work, the Client accepts these Terms. These Terms, together with the applicable proposal or statement of work ("SOW"), form the entire agreement between the parties. If a signed SOW conflicts with these Terms, the SOW controls for that project.

2. Proposals, Quotes, and Scope of Work

2.1 Each project will be defined in a written proposal or SOW describing the deliverables, estimated timeline, and fees.

2.2 Quotes are valid for 30 days from the date issued unless otherwise stated.

2.3 Any work not expressly described in the SOW is out of scope. Out-of-scope requests will be handled as change requests under Section 6 and quoted separately before work begins.

3. Client Responsibilities

3.1 The Client will provide, in a timely manner, all content, text, images, logos, brand assets, credentials, account access, and approvals reasonably required for the project, and will designate a single point of contact authorized to make decisions.

3.2 Timelines depend on the Client meeting its obligations. Delays in providing materials, feedback, or approvals will extend the schedule accordingly.

3.3 If a project remains idle for more than 30 consecutive days due to Client inaction, Web Vision may place the project on hold. A restart fee of up to 10% of the project value may apply, and the remaining schedule and pricing may be re-quoted.

4. Fees and Payment

4.1 Unless otherwise stated in the SOW, projects require a non-refundable deposit of 50% of the quoted fee before work begins, with the balance due upon completion and before the website or application is launched, transferred, or published.

4.2 Larger projects may be billed in milestones as set out in the SOW. Invoices are due within 14 days of issue.

4.3 Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). Web Vision may suspend work, withhold deliverables, or delay launch while any invoice is overdue.

4.4 All fees are in U.S. dollars and exclude applicable taxes and third-party costs (Section 8), which are the Client's responsibility.

5. Revisions

5.1 Unless otherwise stated in the SOW, each design or development milestone includes up to two rounds of revisions. A revision round is a single consolidated set of requested changes within the approved scope.

5.2 Additional revision rounds, or changes requested after a milestone has been approved, will be billed at Web Vision's then-current hourly rate or quoted as a change request.

6. Change Requests

6.1 Requests to add, remove, or materially alter features, pages, screens, integrations, or designs after the SOW is approved are change requests. Web Vision will provide a written estimate of the additional cost and schedule impact, and will proceed only upon the Client's written approval.

7. Timeline and Delivery

7.1 Delivery dates are good-faith estimates, not guarantees. Timelines depend on the Client's responsiveness and on third parties (hosting providers, app stores, API vendors) outside Web Vision's control.

8. Third-Party Products and Services

8.1 Projects commonly rely on third-party products and services such as hosting, domain registration, SSL certificates, premium themes or plugins, software licenses, APIs, payment processors, and app store developer accounts. Unless the SOW states otherwise, these are purchased in the Client's name, at the Client's cost, and are governed by the third party's own terms.

8.2 Web Vision is not responsible for third-party outages, errors, price increases, discontinuations, or policy changes, or for their effect on the deliverables.

9. Mobile Application Submissions

9.1 Where the Services include a mobile application, Web Vision will prepare and submit the application in accordance with the applicable store guidelines (e.g., Apple App Store, Google Play). Approval decisions and review timelines rest solely with the store operators, and Web Vision cannot guarantee acceptance or any particular review timeframe.

9.2 App store developer accounts will be registered in the Client's name and paid for by the Client unless agreed otherwise. Additional work required to address store rejections caused by policy changes or requirements outside the approved scope will be handled as a change request.

10. Testing and Acceptance

10.1 Upon delivery of a milestone or the final deliverables, the Client will have 10 business days to test and either accept the deliverables or report defects in writing. Deliverables are deemed accepted if no written defect notice is received within that period, or upon the Client's launch or productive use of the deliverables, whichever occurs first.

10.2 Web Vision will correct reported defects — meaning material failures to conform to the SOW — at no additional charge.

11. Warranty and Post-Launch Support

11.1 Web Vision warrants delivered work against bugs and defects for 30 days following launch or final delivery, and will correct qualifying defects at no charge.

11.2 This warranty does not cover issues caused by: changes made by the Client or third parties; third-party software, plugin, API, browser, or operating system updates; hosting or server problems; or use of the deliverables outside their intended purpose.

11.3 Ongoing maintenance, updates, security monitoring, and content changes are available under a separate maintenance agreement.

12. Intellectual Property

12.1 Upon receipt of full payment, Web Vision assigns to the Client ownership of the final custom website design and website code created specifically for the project.

12.2 Web Vision retains all rights to its pre-existing materials, including tools, libraries, frameworks, code snippets, processes, and know-how ("Development Tools"). To the extent Development Tools are embedded in the deliverables, Web Vision grants the Client a perpetual, non-exclusive, royalty-free license to use them as part of the deliverables.

12.3 Open-source components remain governed by their respective licenses.

12.4 Web Vision may display the completed work in its portfolio and marketing materials and may include a discreet "Built by Web Vision" credit and link in the website footer, unless the Client opts out in writing.

12.5 Until full payment is received, all deliverables remain the property of Web Vision and no rights are transferred.

12.6 CRM and Back-End Systems. Notwithstanding anything else in these Terms, Web Vision's CRM, back-end platform, admin panels, databases, integrations, and related software and infrastructure remain the sole and exclusive property of Web Vision Inc. The Client receives only a non-exclusive, non-transferable license to access and use these systems for the duration of the engagement. No ownership of the CRM or back-end systems transfers to the Client at any time.

13. Client Content

13.1 The Client warrants that it owns or has valid licenses for all materials it provides (including text, images, logos, data, and fonts) and that Web Vision's use of those materials for the project will not infringe any third-party rights. The Client will indemnify Web Vision against claims arising from Client-provided materials.

14. Confidentiality

14.1 Each party will keep the other's non-public business, technical, and financial information confidential and use it only for the project. This obligation survives completion or termination of the Services and does not apply to information that is public, independently developed, or lawfully received from a third party.

15. Limitation of Liability

15.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or business opportunities, arising out of the Services.

15.2 Web Vision's total aggregate liability arising out of or relating to a project is limited to the fees actually paid by the Client for that project.

15.3 Except as expressly stated in these Terms, the Services and deliverables are provided "as is," and Web Vision disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

16. Indemnification

16.1 The Client will defend and indemnify Web Vision against third-party claims arising from Client-provided content, the Client's business or products, or the Client's use of the deliverables after acceptance, except to the extent caused by Web Vision's breach of these Terms.

17. Term and Termination

17.1 Either party may terminate a project with 14 days' written notice.

17.2 Upon termination, the Client will pay for all work performed and non-cancellable expenses incurred through the effective date of termination. Deposits are non-refundable. Upon receipt of all outstanding amounts, Web Vision will deliver the work-in-progress in its then-current state.

17.3 Web Vision may terminate immediately if the Client fails to pay overdue invoices after written notice, or requests content or functionality that is unlawful.

17.4 Effect of Cancellation — Client Property. Upon cancellation or termination, and provided all outstanding amounts have been paid, the Client retains ownership of its website code (per Section 12.1) and its business phone number(s), which Web Vision will release or port to the Client upon written request.

17.5 Effect of Cancellation — Web Vision Property. Upon cancellation or termination, the Client's access to Web Vision's CRM and back-end systems ends. These systems remain the exclusive property of Web Vision Inc (per Section 12.6) and are not transferred to the Client under any circumstances. Upon written request within 30 days of termination, Web Vision will provide the Client with an export of the Client's own data stored in the CRM in a standard format.

18. Non-Solicitation

18.1 During a project and for 12 months after its completion, neither party will solicit for employment or engagement the other party's employees or contractors involved in the project, without written consent.

19. Force Majeure

19.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, internet or utility failures, third-party service outages, labor disputes, or government action.

20. Governing Law and Disputes

20.1 These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois.

21. General

21.1 These Terms and the applicable SOW are the entire agreement between the parties and supersede prior discussions. Amendments must be in writing and signed by both parties.

21.2 If any provision is found unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. Neither party may assign this agreement without the other's written consent, except in connection with a merger or sale of substantially all assets.

21.3 Notices may be given by email to the addresses listed on the SOW and are effective upon confirmed delivery.

22. Contact