Practice42 Contract Terms and Conditions
PRACTICE42 CONTRACT TERMS AND CONDITIONS
As a part of your contract for services with Practice42, LLC, each of party will maintain and adhere to the following Contract Terms and Conditions throughout the duration of the contract. Throughout the Contract Terms and Conditions you are referred to as “you,” “your” and we are referred to as “we”, “us” and “Practice42.” This document is part of your contract with Practice42 and is incorporated therein.
The following Contract Terms and Conditions govern this project contract:
- Communication Practices. We work with our clients in all manners of communication including, but not limited to, videoconferencing, email, telephone calls, and text. Unfortunately, delivery of electronic communication is never foolproof no matter what method is used. If you do not receive responsive communication from us within forty-eight (48) hours of your communication, we request you follow up with a second message using an alternative type of communication.
- Effective Date and Cancellation. This agreement begins when signed by both parties and shall continue until terminated by either party with either party providing thirty (30) days written notice to the other. Furnish written termination by email to firstname.lastname@example.org. Upon receipt, we will review your project and notify you of any further action to be taken on either party’s side including but not limited to release of access, final billings and release of work as further defined in this contract.
- Client Approval and Audit Process. The scope of work provides information on when, where and how we require your input, and ultimately your written approval, on your project contract. This includes, but is not limited to, the content, design and materials we develop for you as a part of our services. We do not proceed or take action until you have approved the work created for you. When there is a delay on your side to provide written approval this can impact the release of your materials and alter your timeline for production. Billing will still occur according to the terms of the contract even when you have not provided final approval of materials.
- Materials Licenses. You warrant to us that you have the legal authority to use any and all materials you provide to us. This means you have the correct ownership and license to any and all materials including, but not limited to, images, logos, copy, text and typography, you furnish to us to use on your behalf. This also means you have the right to reproduce, distribute, print or otherwise use these materials in any way and that you may authorize us, as a company you have hired and a third party, to have the right to use them on your behalf. In the event there is a challenge to your right to use these materials to us or to you, now or at a date in the future, including a time when we may no longer have a contractual relationship, regarding any subject including, but not limited to, license, copyright or any other issue, you agree to defend and represent us from any and all actions, legal or otherwise and will pay for any and all costs associated with the defense or otherwise.
- Intellectual Property Rights to Work and Ownership. Practice42 retains the rights to any and all preliminary materials including, but not limited to, copy, design comps, code and sketches, including beginning, intermediate and advanced ideas or concepts delivered during the course of the creative process during the scope of work that led or did not lead to the final selected design. You will receive ownership to the final product as defined in the scope of work, barring any impediments to project completion as defined in this contract and its attachments. We may use any and all materials not furnished to you as a part of the final design in other project work at our sole discretion. With regard to website contracts only, should you choose to terminate your website contract with us we will furnish you an Adobe file of the text of your website with thirty (30) days of the date written termination was provided, barring any impediments to project completion as defined in this contract and its attachments. We retain sole ownership and rights to any and all code related to any and all portions of the website we create for you.
- Trademark Services. We do not perform any services with regard to trademark, licensing and copyright including, but not limited to, searches, federal trademark registration, copyright and licensing. You may choose to hire an attorney for such services when ownership has been fully transferred to you as defined in this contract and its attachments.
- We will complete the project work you have hired us to complete for you based on the scope of work, project milestones and timelines we establish for your project, barring any impediments to project completion as defined in this contract and its attachments. We do not, however, promise specific outcomes on the projects you hire us to complete for you but will work with you to accomplish your project scope of work using our industry knowledge and company best practices.
- Active Monitoring and Brand Management. Practice42 has not been hired to actively monitor any of your web or digital assets or for brand management. Anyone can interact with you in a multitude of ways including, but not limited to, your website contact form, your social media channels, your digital accounts and other presences in any way they choose. Consistent monitoring of these interactions informs you when any and all interactions are made and can allow you to determine when, or if, it is appropriate to respond. Deciding to interact or not is your choice. Certain interactions may result in your decision to hire someone for brand management. We have not been hired to actively monitoring any of your presences, digital or otherwise, for interaction or for brand management at this time. Both of the said services will result additional project time and cost. If you are unclear about any part of this section or would like to discuss it further, please notify us to discuss it prior to signing this contract.
- Subcontractors and Independent Contractors. There are many talented individuals who work on a subcontractor or independent contractor basis. We do work with and employ subcontractors and independent contractors on certain projects. We may choose to use an individual or individuals to work on a part of your project. All of the individuals we work with in this capacity understand our standards and practices when working for you on your project including, but not limited to, privacy, confidentiality, timeliness and professionalism.
- Client Confidentiality and Privacy. We maintain and follow a confidentiality policy for your project and account with us. Please review the Confidential Client Policy included as a part of this contract and, if you are in agreement with it, sign it as a part of this contract. If you are unclear about any part of this policy, we ask you to let us know before signing this contract.
- State Bar Rules. We are not practicing attorneys in any state in the US, the US territories or anywhere else. Although we do have attorneys and former paralegals who work with us, we do not proclaim to be experts on any state bar rules and do not provide information and guidance to you. We do not know or claim to know your state bar rules. This includes, but is not limited to, your state’s individual state bar rules, ethics opinions and case law regarding your practice area(s), legal advertising, marketing, electronic policies, insurance requirements, privacy policies and any other topic that may or may not be related to your project at any time. It is your responsibility to review your website and know the governing laws in your state. Further, if you are licenses and/or practice in more than one state it is your responsibility to understand the laws of each jurisdiction. It is your responsibility to inform us of any changes that could affect your project now or at any point in the future. As with all areas of law, legal marketing, advertising, confidentiality and privacy rules are an evolving area and it is your responsibility to stay abreast of the rules that govern you and notify us in writing of what changes you need made to your project to be in compliance with your state rules. Changes required may or may not result in additional project time and cost.
- Insurance Requirements. If you carry any form of business insurance including, but not limited to, a cyber policy, malpractice insurance policy, or general liability policy, it is your responsibility to inform us of any requirements or changes that need to be made or implemented now or in the future to ensure your project is compliant with your insurance carrier’s standards. It is your responsibility to stay abreast of changes in compliance requirements and policies and notify us in writing of what changes you need made to your project to be in compliance with your insurances. Changes required may or may not result in additional project time and cost.
- Applicable Law. This agreement shall be governed by the law of Florida without regard to any conflict of laws provisions.
- Exclusive Venue and Jurisdiction. Any and all suits arising from or relating to this contract and its attachments in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Florida. Each party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each part expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each part consents to the dismissal of any lawsuit they bring in any other jurisdiction or venue.
- Hold Harmless and Indemnify. You agree to fully defend, indemnify and hold harmless Practice42 from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury of any kind whatsoever, including, but not limited to, and without limitation, all claims for monetary loss, property damage, consequential damages, equitable relief, personal injury and/or wrongful death, whether brought by an individual or entity, or imposed by a court of law or by and administrative action of any federal, state or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, or conduct on the part of Practice42, or its officers, owners, personnel, employees, agents, contractors, invitees, interns or volunteers. This hold harmless and indemnification applies to and includes without limitation the payment of all penalties, fines, judgements, awards, decrees, attorneys’ fees and related costs or expenses and any reimbursements to Practice42 for all expenses including, but not limited to, all legal fees, expenses, and costs incurred by it.
- Security Issues and Associated Risk. We follow industry standards for securing your data and are consistent working to ensure security at all times. This includes, but is not limited to, your information that you provide to us, your projects and any and all digital channels such as social media and your website. There are individuals, known as hackers, who may or may not be known to you who actively work to breach, access, manipulate and destroy websites. This potential, future event is not completely preventable although we take active steps to reduce your risk. Should this event occur we will notify you immediately and work to correct the issues. You understand that any work we do in this regard is not without risk and agree to hold us harmless according to the terms of this contract.
- Internet Changes. The internet is consistently evolving. This means that strategies that may work today could be drastically different tomorrow or at any time in the future. Changes including, but not limited to, search features methods, algorithm redesigns, and content search structure could demonstratively affect marketing strategies we suggest to you now together with your placement in search engine results and other aspects of your marketing. We work to stay abreast of any and all changes that could affect your project with us and notify you if such as event occurs. You understand and agree we cannot and do not promise a specific outcome. You also understand that changes required to address these changes may or may not result in additional project time and cost.
- Breaking Your Website, Digital Assets or Other Project Work. If we create and host a website for you, you may request access to your website and we will give you permission to access it. If you change something to your website that results in a design change or the website malfunctions or breaks in any way as a result, we can fix this for you but it will be outside your project scope of work. Changes required to fix the issues may or may not result in additional project time and cost. This provision also includes, but it not limited to, any content we furnish to you such as logos, designs, copy and social channels.
- Force Majuere. Performance or underperformance of contracted for obligations will be temporarily excused in the event that circumstances, emergencies, or acts of God outside of our, or any parties, control should occur making it inadvisable, impracticable, illegal or impossible to perform services.
- Severability of Provisions. In the event one or more of the clauses contained in this contract and attachments are found to be unenforceable for any reason whatsoever this determination will not impact the enforceability of the other clauses or the enforceability of the contract in whole or in part.
- Privacy and Confidentiality. As a part of your contract for services with Practice42, LLC, we maintain and follow a confidentiality policy for your account. Not all of our clients wish for their working relationship with us be public knowledge. Accordingly, as a part of your contract for services our relationship will be confidential. The one exception to this policy pertains only to the footer bar for website hosting clients. For website hosting clients, the footer of your website states “Law Websites by Practice42.” This statement is a hyperlinked to our “Law Websites” webpage and is public on your website footer.
There is no limitation on you to share our working relationship if you so choose. If you would like to be mentioned on our website or have your work showcased in our portfolio, please let us know and we will include your information in our portfolio.
Further, Practice42’s founder, Audrey Ehrhardt, is a national speaker on topics focused on legal practice development, team building and marketing trends today. During any presentation she shares a combination of best practices, stories and examples to communicate with the audience. In any presentation where a lawyer or law firm is mentioned by name, written permission has been granted by the lawyer pursuant to the terms of the client’s portfolio development. Any resemblance to actual clients, current or past, in presentations or otherwise is strictly coincidental.
- Additional Service Not Covered in This Contract. This project contract is defined scope of work, above. If you choose to work with us for any additional services and we accept, the new project scope will be determined by a new written proposal and contract to be signed by both parties.
- Billable Time. If you need additional work and have requested it either verbally or in writing of our team, you will be billed. The cost for our graphic designers is $75.00 per hour, our web builders is $100.00 per hour, and our legal drafting team is $50.00 per hour.
- Payment Terms. We will furnish you your bill through our secure merchant services account, so you may pay by bank account or credit card at no additional charge to you. We take the first month’s payment to get started. You may set up automatic payments with us.
- Late Payments. We bill at the start of the month for services to be rendered. Payment is due no later than the 15th of every month. You will receive nonpayment reminders from our billing team when necessary. All payments not received within sixteen (16) days of the bill date will be considered late. We assess a five percent (5%) late charge to all unpaid bills on the sixteenth (16th) day. For every fifteen (15) days your bill remains unpaid we assess an additional five percent (5%) late charge. You are welcome to schedule automatic billing with us for either the first (1st) or the fifteenth (15th) of the month.
- Suspension of Services for Non Payment. We reserve the right to discontinue working on your project until the full payment plus the late fee(s) incurred are received. If you are a digital marketing client nonpayment of your monthly bill can result in the suspension of all services related to this nonpayment including the suspension of your website. If your services are suspended due to nonpayment for thirty (30) days, we reserve the right to charge a reinstatement fee of $150.00. After sixty (60) days of nonpayment we will consider your contract suspended and notify you of the suspension of services on your account.