This Website Design & Development Agreement (“Agreement”) governs all website design, website development, website customization, website maintenance, website migration, landing page development, e-commerce development, user interface design, user experience design, and related services provided by INSIDX For Data Exchange LLC (“INSIDX”).
By ordering, purchasing, approving, activating, accepting, or using any website-related service provided by INSIDX, the Customer agrees to be legally bound by this Agreement, the General Terms & Conditions, and any applicable policies or service-specific agreements.
This Agreement applies to all website-related projects, whether delivered as standalone projects, subscription services, maintenance services, managed services, or custom development engagements.
1. Scope of Services
INSIDX may provide website-related services including, but not limited to:
- Website Design;
- Website Development;
- Landing Page Development;
- Corporate Website Development;
- E-Commerce Website Development;
- Website Maintenance;
- Website Migration;
- Website Optimization;
- User Interface (UI) Design;
- User Experience (UX) Design;
- Content Integration;
- Third-Party Integrations;
- CMS Deployment;
- Website Hosting Assistance;
- Website Consulting Services;
- Related technical services.
Project scope shall be defined by proposals, quotations, project specifications, statements of work, emails, tickets, written communications, or other project documentation approved by the Customer.
Any service, feature, functionality, integration, modification, enhancement, or deliverable not expressly included in the approved scope shall be considered out-of-scope and may require additional fees.
2. Customer Responsibilities
The Customer shall provide all information, content, approvals, materials, credentials, branding assets, logos, documentation, access credentials, feedback, and other resources reasonably necessary for project completion.
The Customer is solely responsible for:
- Content accuracy;
- Content legality;
- Copyright compliance;
- Trademark compliance;
- Product information;
- Regulatory compliance;
- Business operations;
- Marketing activities;
- Website usage;
- Website content after delivery.
Project delays caused by the Customer, delayed approvals, missing content, incomplete information, lack of cooperation, or unavailable access credentials may result in project timeline extensions without liability to INSIDX.
3. Ownership and Intellectual Property
All intellectual property rights, ownership rights, proprietary rights, copyrights, trademarks, trade secrets, designs, source code, scripts, templates, documentation, graphics, visual elements, and other materials owned by INSIDX prior to the commencement of a project shall remain the exclusive property of INSIDX or its respective licensors.
The Customer shall retain ownership of all content, trademarks, logos, branding materials, images, text, documents, data, media, and other materials supplied by the Customer for use in the project.
Unless otherwise agreed in writing, ownership of the final website deliverables specifically developed for the Customer shall transfer to the Customer only after:
- Full payment of all invoices;
- Full payment of all project fees;
- Full payment of all approved change requests;
- Full payment of any applicable taxes, charges, or expenses.
Until all outstanding amounts have been paid in full, INSIDX shall retain all ownership rights, intellectual property rights, licensing rights, and usage rights relating to the project and its deliverables.
The Customer shall not be entitled to:
- Source code;
- Design source files;
- Development files;
- Project assets;
- Editable files;
- Administrative access;
- Transfer of ownership;
until all outstanding amounts have been paid in full unless otherwise agreed in writing.
The Customer acknowledges that certain project components may incorporate:
- Third-party software;
- Open-source software;
- Frameworks;
- Libraries;
- Themes;
- Plugins;
- Modules;
- APIs;
- Third-party services;
which remain subject to the ownership rights, licensing terms, and restrictions of their respective owners.
INSIDX does not transfer ownership of any third-party software, framework, plugin, module, theme, license, API, cloud service, hosting service, domain name, SSL certificate, operating system, control panel, or other third-party product beyond the rights granted by the applicable provider.
Where a project includes open-source software, the Customer acknowledges that such software shall remain governed by its applicable open-source license terms.
INSIDX may utilize general methodologies, know-how, development practices, reusable components, templates, tools, workflows, utilities, scripts, configurations, and non-customer-specific technologies during project delivery. Nothing in this Agreement shall transfer ownership of such materials to the Customer.
Unless otherwise agreed in writing, INSIDX reserves the right to display the completed project, project screenshots, project descriptions, company name, logo, or publicly available project information within portfolios, case studies, marketing materials, proposals, presentations, social media content, and promotional materials.
The Customer represents and warrants that all content, materials, trademarks, logos, images, videos, documents, and other assets supplied to INSIDX are lawfully owned or properly licensed by the Customer.
The Customer shall indemnify, defend, and hold harmless INSIDX from any claims, disputes, investigations, liabilities, damages, losses, penalties, costs, or legal expenses arising from Customer-provided content, trademarks, intellectual property, or materials.
Nothing in this Agreement shall be interpreted as transferring ownership of INSIDX intellectual property, proprietary methodologies, reusable technologies, internal systems, development tools, business processes, trade secrets, or proprietary materials except as expressly stated in this Agreement.
4. Project Timelines and Delays
Any project timeline, delivery estimate, milestone schedule, implementation plan, launch date, completion target, or development estimate provided by INSIDX is intended solely as a good-faith estimate and shall not constitute a guarantee, warranty, or binding commitment unless expressly stated in a separate written agreement.
Project timelines may be affected by numerous factors, including but not limited to:
- Customer delays;
- Delayed approvals;
- Delayed feedback;
- Delayed content delivery;
- Changes in project scope;
- Additional requirements;
- Third-party provider delays;
- Software limitations;
- Technical issues;
- Infrastructure issues;
- Security incidents;
- Regulatory requirements;
- Force majeure events.
The Customer agrees to provide timely approvals, feedback, content, credentials, access information, project materials, and other information reasonably required for project completion.
Any delay caused directly or indirectly by the Customer shall automatically extend applicable project timelines by a reasonable period without liability to INSIDX.
Where the Customer requests modifications, revisions, enhancements, additional functionality, scope changes, integrations, redesigns, content updates, or other changes after project commencement, INSIDX reserves the right to:
- Revise project timelines;
- Adjust project milestones;
- Adjust delivery schedules;
- Issue additional quotations;
- Apply additional fees;
- Suspend work pending approval.
INSIDX shall not be liable for delays resulting from:
- Customer actions or omissions;
- Third-party providers;
- Hosting providers;
- Registrars;
- Registries;
- Software vendors;
- Payment delays;
- Incomplete information;
- Approval delays;
- Infrastructure failures;
- Security incidents;
- Internet outages;
- Force majeure events.
Where a project remains inactive due to Customer inactivity, missing approvals, missing content, unavailable communication, non-payment, or lack of cooperation for more than thirty (30) consecutive days, INSIDX reserves the right to:
- Pause the project;
- Reallocate resources;
- Reschedule delivery;
- Close the project;
- Apply reactivation fees;
- Require a revised project schedule.
Project completion dates shall be deemed automatically extended where circumstances beyond the reasonable control of INSIDX affect the progress, delivery, testing, approval, deployment, or launch of the project.
The Customer acknowledges that website development projects may require ongoing collaboration and that project schedules may reasonably change throughout the development lifecycle.
INSIDX shall not be liable for any loss of business, loss of revenue, loss of profits, reputational damage, missed opportunities, delayed launches, marketing delays, operational delays, or other damages arising from project delays, schedule adjustments, milestone changes, or revised delivery dates.
5. Change Requests and Additional Work
The Customer acknowledges that the project scope is based upon the specifications, requirements, features, deliverables, timelines, and services agreed upon at the time of quotation, proposal approval, project acceptance, or project commencement.
Any request that modifies, expands, supplements, enhances, redesigns, customizes, replaces, extends, or otherwise changes the originally agreed scope shall constitute a Change Request.
Change Requests may include, but are not limited to:
- Additional pages;
- Additional functionality;
- Additional integrations;
- Additional languages;
- Additional design work;
- Additional content work;
- Additional development work;
- Additional testing requirements;
- Additional reporting requirements;
- Additional user roles;
- Additional workflows;
- Additional modules;
- Additional revisions beyond agreed limits;
- Additional customization requests;
- New features not included in the original scope.
INSIDX reserves the right to review and evaluate all Change Requests before implementation.
Upon receipt of a Change Request, INSIDX may:
- Approve the request;
- Reject the request;
- Provide a revised quotation;
- Provide a revised timeline;
- Provide a revised project scope;
- Issue additional invoices;
- Require written approval before implementation.
INSIDX shall have no obligation to perform any Change Request unless mutually agreed in writing.
The Customer acknowledges that Change Requests may affect:
- Project pricing;
- Project timelines;
- Project milestones;
- Resource allocation;
- Delivery schedules;
- Testing procedures;
- Deployment schedules.
Any work performed outside the original scope may be billed at INSIDX’s then-current rates, quotation rates, professional service rates, maintenance rates, consulting rates, or other applicable charges.
Where a Change Request is approved, INSIDX may require:
- Advance payment;
- Partial payment;
- Additional deposits;
- Written approval;
- Signed change orders;
- Revised project agreements.
Minor adjustments, corrections, bug fixes, or modifications reasonably necessary to deliver the originally agreed scope shall not automatically be considered Change Requests and shall be evaluated by INSIDX based on the approved project specifications.
The Customer shall not withhold payment for completed work solely because additional functionality, features, modifications, enhancements, integrations, or Change Requests remain pending, unapproved, or outside the original scope.
INSIDX shall not be liable for delays, cost increases, milestone changes, resource adjustments, deployment delays, launch delays, or other impacts resulting from Customer-requested Change Requests or scope modifications.
Nothing in this Agreement shall obligate INSIDX to provide unlimited revisions, unlimited modifications, unlimited support, unlimited redesigns, unlimited development work, or unlimited Change Requests unless expressly stated in a separate written agreement.
6. Acceptance and Project Completion
Upon completion of the agreed project scope, INSIDX may provide the Customer with access to the website, staging environment, demonstration environment, testing environment, project deliverables, or other means reasonably necessary for review and acceptance.
The Customer shall review the deliverables and notify INSIDX of any material issues, defects, errors, omissions, or non-conformities within seven (7) calendar days following delivery, deployment, testing access, or acceptance request.
If the Customer:
- Approves the deliverables;
- Launches the website;
- Uses the website in production;
- Makes the website publicly available;
- Requests deployment to a live environment;
- Requests project closure;
- Fails to provide acceptance feedback within seven (7) calendar days;
the project shall be deemed accepted and completed.
Following project acceptance, any further modifications, enhancements, redesigns, additional functionality, maintenance requests, support requests, updates, content changes, integrations, or other services may be treated as:
- Change Requests;
- Maintenance Services;
- Professional Services;
- Separate Projects;
and may be subject to additional fees.
The Customer acknowledges that websites, applications, integrations, plugins, APIs, third-party services, hosting environments, browsers, devices, operating systems, search engines, and software platforms may evolve over time.
Accordingly, INSIDX does not guarantee that a completed project will remain fully compatible with all future technologies, browsers, devices, operating systems, third-party services, APIs, plugins, software versions, or external systems unless covered by a separate maintenance agreement.
Minor visual differences, browser-specific behavior, device-specific variations, third-party limitations, performance variations, or non-material issues that do not substantially affect the agreed functionality shall not constitute grounds for rejection of the project.
INSIDX reserves the right to consider a project completed where the agreed scope has been substantially delivered, even if minor issues, cosmetic items, or non-material adjustments remain outstanding.
The Customer shall not unreasonably withhold, delay, or condition acceptance of completed work.
INSIDX shall not be liable for any loss of business, loss of revenue, loss of profits, operational impact, reputational damage, launch delays, marketing delays, or other damages arising from delays in acceptance, delayed feedback, refusal to review deliverables, or Customer inaction.
Upon project completion and acceptance, responsibility for the ongoing operation, administration, management, content, security, compliance, and business use of the website shall transfer to the Customer except to the extent covered by a separate maintenance, support, managed services, or hosting agreement.
7. Payment Terms and Fees
The Customer agrees to pay all fees, charges, deposits, invoices, taxes, and other amounts associated with the project in accordance with the applicable quotation, proposal, invoice, agreement, or payment schedule.
INSIDX reserves the right to require:
- Advance payments;
- Deposits;
- Milestone payments;
- Partial payments;
- Full payment prior to delivery;
- Recurring fees where applicable.
Unless otherwise agreed in writing, all payments are non-refundable and must be made on or before the applicable due date.
INSIDX reserves the right to suspend work, delay delivery, withhold deployment, restrict access, suspend services, or terminate the project where payment obligations are not satisfied.
Where a website, application, landing page, portal, e-commerce platform, or other deliverable is hosted on infrastructure owned, managed, controlled, operated, or provided by INSIDX, such hosting shall not be interpreted as transferring ownership, possession, source code rights, intellectual property rights, administrative rights, development rights, or unrestricted access rights to the Customer.
The Customer acknowledges that temporary access to a live website, staging environment, testing environment, demonstration environment, hosting account, or server environment shall not constitute project delivery, project acceptance, transfer of ownership, or satisfaction of payment obligations.
INSIDX reserves the right to restrict, suspend, disable, remove, or limit access to project deliverables, websites, applications, development environments, administrative interfaces, hosting services, or related resources where invoices remain unpaid.
Ownership rights, transfer rights, migration rights, source code rights, administrative rights, backup rights, export rights, and delivery rights shall not transfer to the Customer until all outstanding amounts relating to the project have been paid in full.
Where payment remains outstanding, INSIDX may retain possession, control, hosting access, deployment access, administrative credentials, backups, project files, development files, source code, configurations, databases, and related materials until full payment has been received.
The Customer shall not use temporary access, testing access, hosting access, staging access, or production access as grounds to dispute payment obligations or claim ownership prior to full payment.
Any migration, transfer, export, handover, deployment to third-party infrastructure, delivery of project files, release of administrative credentials, or release of project materials may be withheld until all outstanding balances have been paid in full.
INSIDX reserves the right to charge interest, administrative fees, collection costs, legal expenses, professional fees, recovery costs, or service suspension fees where permitted by applicable law and where payment obligations remain outstanding.