Wezdenko L.L.C., an Arizona limited liability company ("we", "us"), and the client named in an engagement ("you") agree to the following for every engagement that refers to this version.
1. Engagements
Each piece of work is an engagement, described in a written order: an email or document from us that names you, the work, the fees (or that the work is unpaid), and this agreement's version. You accept an order by saying so in writing. Where an order and this agreement differ, this agreement controls unless the order says in plain words which section it changes.
2. The work
We will do the work described in the order, with reasonable skill and care. Anything not in the order is not included. You or we may propose a change to the work at any time. A change takes effect only once both of us have agreed to it in writing, including any change to fees or timing.
3. How changes go live
Every change to a live website or tool reaches you as a preview first, with a description of what changed. Nothing goes live until you approve it in writing. A reply to our email that says "approved" is enough. If you ask for further changes, we make them and send a new preview. Once a change is live, we tell you.
4. Your accounts
Accounts for your work are held in your name, with us added as an administrator. That covers your domain, DNS, code repositories and hosting. You may remove our access at any time. Where an account has to be opened in our name, we say so in the order and transfer it to you on request.
5. Your materials
What you give us stays yours: text, images, logos, data and records. You give us permission to use them only to do the work. You confirm that you have the right to give them to us for that purpose.
6. Who owns the work
Once the work is paid for, or delivered where the engagement is unpaid, you own what we made specifically for you. That includes your website's content and design and the code written only for you.
We keep what we had before the engagement, and what we build for general use: our tools, templates, libraries and know-how. Where any of that is part of what we deliver, you receive a perpetual, worldwide, royalty-free license to use, copy and modify it as part of that delivery. Open-source components stay under their own licenses.
7. Small Business Tools
Where you use tools we host, such as bookkeeping, invoicing or file delivery, your data stays yours. We process it only to provide the tools to you and as you instruct, and we do not sell it or use it for anything else. We use the providers named in our Privacy Policy. You may export your data at any time. When an engagement ends, we give you an export on request and delete your data within 30 days, unless you ask us to keep it longer or the law requires us to.
8. Fees and payment
Fees are as stated in the order. We invoice as the order says, and invoices are due within 30 days. Unpaid work is still governed by this agreement. It becomes paid work only through a new order.
9. Confidentiality
Each of us keeps the other's non-public information confidential and uses it only for the engagement. That includes business information, records and credentials. This does not cover information that is already public, that the other side already had, or that the law requires to be disclosed. We will not name you as a client, or show your work, without your written permission.
10. Security
We take reasonable measures to protect your accounts and data. If we learn that your data has been accessed without authorization while in our care, we tell you without undue delay.
11. Warranty
If something we delivered does not work as the order described, tell us within 30 days of it going live and we will fix it at no charge. Apart from that, the work is provided without warranties of any kind, express or implied, including merchantability and fitness for a particular purpose.
12. Limitation of liability
To the fullest extent permitted by law, neither of us is liable to the other for indirect, incidental, special or consequential damages, or for lost profits, revenue or data. Our total liability for any claim relating to an engagement will not exceed the fees you paid us for that engagement in the twelve months before the claim. For unpaid work it will not exceed one hundred United States dollars.
13. Ending an engagement
Either of us may end an engagement by written notice. Work stops 30 days after the notice, unless we agree a different date. You pay for work done up to then. We hand over any access and materials that are yours, and give you an export of your data. Sections 5, 6, 9, 12 and 14 continue after an engagement ends.
14. Governing law
This agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The courts located in Maricopa County, Arizona have exclusive jurisdiction over disputes arising from it.
15. Versions
This agreement is versioned, and each order names the version it uses and that version's published SHA-256 fingerprint, so both of us can show exactly which words were agreed. An engagement stays on its version until both of us agree in writing to a newer one. Where this agreement and our website's Terms of Service differ, this agreement controls for your engagements.
16. Contact
This agreement is published at wezdenko-licenses, and each order names the version it uses and that version’s SHA-256 fingerprint. See also our Terms of Service.