Terms & Conditions

The following terms and conditions apply to all work completed by Nomadic, LLC, "The Company" for our clients (“You”). By e-signing this proposal, you are accepting the terms & conditions described herein.

// Products + Services

This agreement covers the products and/or services outlined in the proposal we have created for you. We are committed to providing you with these products and services in a timely and professional manner. Should you request a change in the scope of these products and services, please contact us, indicating what you would like to change. If the requested changes would materially change the scope and cost of the project, we will provide an updated cost for products/services in writing, which must be agreed upon by all parties before proceeding.

// Cost + Payment

The total cost of our services is clearly outlined in the proposal we have prepared for your project. Payment is due at signing, and again after the completion of set project milestones, unless otherwise specified in the proposal we have provided you. For exact payment terms, contact your project manager.

By using our products or services, you agree to allow us to charge you on an agreed-upon date. If you have any concerns, you must inform us in writing before the billing date. Failure to do so will be considered acceptance of the charges. Please ensure sufficient funds are available to avoid service interruptions. Any changes to this arrangement will be agreed upon in writing.

// Timeline and Payment

We are committed to meeting the timelines specified for your project. We will begin work on the agreed-upon date and continue until the services we have agreed to provide are completed. We will keep you informed of project progress with regular updates, and share our work using file sharing tools such as Google Drive. Web design & development projects include a 2-week “warranty” period following launch, wherein you may request bugs to be fixed free of charge. We strategically plan and schedule each of our website projects on a timeline that should be completed between three to six months, and the cost reflects that amount of time.

Web Design & Development

  • Agile Payment Terms
    • Agile payment plans require a minimum engagement period in order to activate and retain The Company, with the plan converting to month to month following the completion of the commitment period.
  • Fixed Payment Terms:
    • 50% for initial deposit and project start.
    • 25% at agreed-upon milestone as outlined in Proposal or week 12, whichever comes first.
    • 25% following website launch on live domain or week 20, whichever comes first.

      - OR -
  • Non-Standard Payment Terms:
    • In certain circumstances, we may extend modified payment terms for certain projects. In these cases, the payment terms outlined will be reflected in the proposal or invoice, and these terms supersede the "Standard Payment Terms" listed above. For clarification, contact your project manager.

Estimates

  • In-Scope Estimates Up To $5000*
    • Payment Due at Estimate Acceptance (Net 15 Terms)
  • In-Scope Estimates Over $5000*
    • ​50% Due at Estimate Acceptance (Net 15 Terms)
    • 50% Due upon Completion of In-Scope Deliverables (Net 15 terms)

*Leftover hours of in-scope estimates may be credited toward another project, and project overages will be billed at standard hourly rate. You will receive an hourly tracker dashboard to monitor your hour usage, available to you in real time. 

Digital Marketing

  • Research and Discovery, management, and continuous improvement fees are to be made on project initiation. 
  • Adspend fees are calculated and paid as a percentage of the previous month’s ad-spend.
  • As part of the monthly ad campaign management, The Company will continuously monitor and optimize ad campaigns. This includes shifting some of the total adspend around to the different campaigns. Total adspend will remain the same unless approved by you. Adspend may be shifted across approved platforms to increase performance and results as determined by The Company and its team members.
  • Agile retainer hours are pre-approved, pre-planned billable hours and do not accrue, rollover, or otherwise transfer to other projects outside of the agreed upon SOW.
  • Recurring fees (provided by way of a Proposal or Estimate) are subject to change. You will be notified in writing of pricing changes with 90 day’s notice.
  • If you pause your billing schedule, the project may be deprioritized and may require new scheduling or onboarding when you wish to resume again. In the event of a project pause, project invoices are still due at the agreed upon payment schedule per the project proposal, and The Company reserves the right to bill your card or bank account on file in order to fulfill this obligation.

Custom Software

  • Research and discovery fees are to be paid on project initiation.
  • Once a project proposal is approved and sprint schedule activated, billing will begin in 2 week increments.
  • If you wish to pause your agile billing schedule, a 1 week notice must be given to pause development and enable The Company’s team to reallocate resources accordingly.
  • If you pause your billing schedule, the project may be deprioritized and may require new scheduling or onboarding when you wish to resume again. Unused hours are not refunded due to The Company’s need to plan and allocate time to accommodate the billing schedule.

Accessibility, Cookie Consent, and GDPR Protection Disclaimer

  • Our commitment to ADA compliance, website accessibility, cookie consent, and GDPR protection is maintained as long as we have full access to your website and its relevant systems.
  • If our access is removed or disabled, or if any third party disables or removes accessibility protections or cookie/GDPR consent mechanisms, we cannot guarantee ongoing compliance or protection.
  • We will notify you if access is removed. In such cases, please be aware that you will not be entitled to refunds or service credits for loss of protection or compliance during periods where we do not have access or controls in place.
  • To ensure continuous coverage, it is essential that we retain proper administrative access and that no third parties remove or disable accessibility or consent tools without coordinating with us.

All Services

  • Revisions or scope changes will be estimated and sent to you for approval following initial project deployment.
  • No refunds are given unless The Company deems deliverables as not meeting your requirements. In this case we may offer a partial refund.
  • Invoices should be paid within 15 days of issuance.

Late Fees

In the event that you fail to make payment for any products or services rendered by The Company by the specified due date, a late fee shall be applicable. The late fee shall be calculated at a rate of 2.9% per month on the outstanding amount beyond a 30-day grace period.

The 30-day grace period shall commence from the original due date of the invoice due date or as otherwise agreed upon between the parties in writing. After the expiration of the grace period, the late fee shall be compounded monthly until the outstanding balance is settled in full.

The late fee clause is an integral part of the terms and conditions governing the transactions between You and The Company. By availing The Company's products or services, You agree to abide by this clause and undertake to make prompt and timely payments to avoid incurring late fees.

The Company reserves the right to waive or modify the late fee on a case-by-case basis, at its sole discretion. However, such waiver or modification shall not be deemed a waiver of the Company's right to enforce the late fee clause in any future instances of late payment.

By accepting these terms and conditions, You acknowledge and agree to be bound by the provisions of this late fee clause and affirm that you have understood the consequences of late payment as outlined herein.

This late fee clause is effective as of 6/1/23 and shall remain in force until modified or superseded by mutual agreement between the parties in writing.

// SiteGround Service Level Agreement (SLA)

SiteGround's Service Level Agreement sets out the performance you can expect from The Company. To the maximum extent applicable under national law and without affecting your rights as a consumer, this SLA is your sole and exclusive remedy for downtime, or any network, software, hardware or Equipment failure. 

We guarantee network uptime 99.9% on an annual base. If we fall below the guaranteed network uptime, we will compensate you as follows: 

  • 99.9% - 99.00% uptime: 1 month free hosting;
  • An additional month of free hosting for every 1% of uptime lost below 99.00%. 

You may request the status of your hosting server uptime from your Project Manager. You may contact your Project Manager if you believe an SLA event has occurred. Compensation is limited to the length of your current term, but cannot exceed twelve months. 

The following events do not count towards our calculation of uptime: 

  • Scheduled maintenance; 
  • Emergency maintenance, hardware and software failure remedied under 1 hour; 
  • Downtime caused by DNS and/or IP address changes for which you have been notified, but you failed to set your configuration; 
  • Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events; 
  • Downtime caused by you, your own configuration, or third-party applications you use; 
  • Downtime caused when you reach the maximum resources allocation for your plan; 
  • Downtime caused by your violation of these TOS or any other policy announced on our website; 
  • Downtime during upgrade/downgrade of your Cloud or Dedicated Server resources; 
  • Downtime during processing of your technical support request(s); or 
  • Force majeure or any event beyond our control. 

Our calculation of network availability is based on our internal records. The Company will not accept third-party reports as evidence that you are entitled to a compensation under this SLA.

For hosting and website services, The Company will backup manually once a month, with more frequent manual backups during website development, and with automated daily backups. 

// Copyright Notice

A copyright notice that states “©[XXX]” will be displayed at the bottom of each page of your website. This is a written notice stating that the website and the items on it is protected by copyright, and that you own that copyright.

// Intellectual Property

You are and will be the sole and exclusive owner of all right, title and interest in and to all tangible deliverables, other than Developer Tools, which are produced for you in the course of providing the Services, including all intellectual property rights therein. 

The Company agrees that all deliverables resulting from the Services (but excluding Developer Tools) are “works made for hire”.

The Company will turn over our work product(s), including any necessary files, and you will be responsible for their safekeeping, as we are not required to keep copies after project completion.

You guarantee that you have the legal right to all elements of text, photographs, and any other content you provide to us. As such, you will not hold us responsible for any third-party claims.

The Company guarantees that we have the legal right to all elements related to the product or service we are providing, and will not hold you responsible for any third-party claims.

Developer Tools means the materials, information, trade secrets, generic programming codes and segments, algorithms, methodologies, processes, tools, data, documents, notes, programming techniques, reusable objects, routines, formulae and templates that: (a) were developed by any personnel of The Company, whether as an employee of or otherwise prior to the Effective Date of this Agreement; (b) are designed to perform generalized functions not specific to the particular requirements of you and do not contain or require the use of any of your Confidential Information or other information or items provided by you; or (c) which The Company designates in writing prior to their delivery as deliverables for which The Company intends to retain ownership and license to you as Developer Tools. 

Included under Developer Tools are campaign structures, bid strategies, messaging, ad designs, and custom audiences created during the ad campaigns, as well as any methodologies or technologies used in their development and are therefore proprietary to The Company. 

Upon contract termination, all access to these Developer Tools will be revoked, and the proprietary elements, including ad campaigns, will be deleted unless otherwise agreed in writing. You will retain rights only to the deliverables provided under this agreement, and no ownership of Developer Tools is transferred.

// Confidentiality

The Company is committed to maintaining your confidential information. We will not sell or otherwise distribute your proprietary information to any third-party. This includes trade secrets, know-how, or any other confidential business information that is not publicly available.

The Company is not to use your name or logo in any type of communications without prior written permission from you.

// Assignment

Neither party may voluntarily assign the responsibilities they have under this agreement to anyone else unless both parties consent to the assignment in writing. Such consent will not be unreasonably withheld. Any assignment or delegation in violation of this section will be considered void.

// Representations + Warranties

Nomadic LLC – Nomadic LLC, (“The Company”) represents and warrants that it has the right to enter into and perform this agreement. The Company further represents and warrants that it has the right to utilize and distribute the designs created for you, and that such designs are not owned by anyone else to its knowledge. In the event that The Company does not have these rights, it will repay any associated damages you may experience, or will take responsibility so that you do not experience any damages.

Client – Client (“You”) represents and warrants that it has the right to use any proprietary information, including, but not limited to: trade secrets, trademarks, logos, copyrights, images, data, figures, content, and any item(s) it may provide to The Company in the performance of this contract. In the event that you do not have these rights, you will repay any associated damages to The Company, or will take responsibility so that The Company does not experience any damages.

Ownership Rights – You continue to own any and all proprietary information it shares with The Company during the term of this agreement for the purposes of the project. The Company has no rights to this proprietary information and may not use it for any purpose other than completing the project. Upon completion of the agreement, you will own the final website or custom software design. While The Company will customize your website or software to your specifications, you recognize that websites and software have a common structure and basis. The Company will continue to own any and all template designs it may have created prior to entering into this agreement and will further own any template designs it may create as a result of this agreement.

Disclaimer of Warranties – The Company shall create a website and/or custom software product, and/or provide digital marketing services for your purposes, and to your specifications. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SAID PRODUCT OR SERVICE WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE COMPANY HAS NO RESPONSIBILITY TO YOU IF THE PRODUCT OR SERVICE DOES NOT LEAD TO YOUR DESIRED RESULT(S) OR OUTCOME.

// Termination

You are obligated to the terms set forth in the Scope of Services proposal document. If either party fails to follow through with their responsibilities and obligations under this agreement, the other party can terminate this agreement by providing a thirty (30) day written notice. If the contract is terminated with due cause, you must pay The Company in full for any completed performance of this agreement.

Either Party may terminate this Agreement without cause upon thirty (30) days advance written notice. 

In the event of any termination by You without cause, you agree to pay The Company for all Services performed and agreed to in the proposal documentation. In the event of termination without cause by The Company, you will not be required to pay any additional fees.

If no explicit terms are stated in the Scope of Services document, you may terminate this agreement by providing a thirty (30) day written notice. If the contract is terminated, you must pay The Company in full for any completed performance of this agreement. 

This agreement will automatically terminate once both parties have performed all of their obligations under this agreement, and all payments have been made in full.

// Limitations of Liability

Your liability to us is limited to the costs payable under this performance agreement. You will not be liable to us, or any third-party, for damages such as lost profits, lost savings, incidental damages, consequential damages, or special damages. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY, OR FAILURE OF DELIVERY.

// Dispute Resolution

Negotiation – In the event of a dispute, the parties agree to work towards a resolution through good faith negotiation.

Litigation – If litigation is necessary, this agreement will be interpreted based on the laws of the State of Georgia, regardless of any conflict of law issues that may arise. The parties agree that the dispute will be resolved at a court of competent jurisdiction in Georgia.

Legal Fees – In the event of a dispute resulting in legal action, the prevailing party, (aka “winner”), will be entitled to recover its legal fees and other reasonable costs, including but not limited to its attorneys’ fees, and/or litigation fees.

// Severability

If any section of this agreement is found to be invalid, illegal, or unenforceable, the rest of the agreement will still be enforceable.

// Complete Contract

This proposal agreement lays out the products and/or services to be provided in clear terms, as understood by both parties. This agreement supersedes any other written or verbal communications between the parties. Any subsequent changes to this agreement must be made in writing and signed by both parties.

Legal and Binding Agreement – This agreement is legal and binding between the parties as stated above. This agreement may be entered into and is legal and binding both in the United States and throughout Europe. The parties each represent that they have the authority to enter into this agreement.

// Notices

All notices under this agreement must be sent by email with return confirmation receipts, or by certified mail with return receipt requested.

Notices should be sent to:

Nomadic LLC

133 Church Street, #9

Asheville, NC 28801

// Acceptance

If you agree to the terms of this proposal agreement, please e-sign the proposal provided to you by clicking the “accept” button. This agreement will become effective at the date and time of your e-signature.