Istoria, LLC Web Design Proposal Terms & Conditions
Updated May 15, 2025
The following terms and conditions apply to the engagement of Istoria, LLC (“we,” “us” or “our”) by the client identified as the “Client” in the written “Web Design Proposal” with Istoria ("Website Proposal") (hereinafter, we refer to the “Client” as “you”).
1.0 Services Rendered
1.1 Design
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography).
You’ll have two or more opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that that point and then you may cancel the remaining work listed in the Website Proposal in compliance with Section 8 below.
1.2 Text Content
Writing or inputting any text copy is not included in the price quoted in the Website Proposal. If you’d like us to write new content or input text for you, we’re happy to provide a separate estimate for that.
1.3 Photographs and Graphics
You’ll need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. The cost of buying stock photographs or a photo shoot is not included in this contract, unless specifically stated.
1.4 Video
Video is not included unless specifically stated in the Web Design Proposal. If we have agreed to provide video, for a smooth shoot, please notify us immediately if your schedule should change. Once all payments due and owing to us are made in full, we will transfer to you all rights to the final video master and its content. Rates are subject to change without notice.
1.5 Short-Notice Cancelation Policy
If you provide us more than 48 hours notice to cancel or reschedule a photography or video shoot, we will only charge you for any non-refundable and non-transferable expenses that we have incurred as of that date. If you provide 24-48 hours notice to cancel or reschedule a photography or video shoot, we will charge you 50% of the quoted fees and expenses for such shoot, and if less than 24 hours notice, we will charge you 100% of the quoted fees and expenses for such shoot. You agree to pay such short-notice cancelation fees in addition to the Investment listed in the Web Design Proposal.
1.6 Additional Costs and Expenses
The price quoted to you in the Web Design Contract does not ordinarily include craft services (food), courier charges, tape/disc costs, taxes, production and liability insurance and any “extras” that you may request. You agree to pay these additional costs and expenses even if they are in addition to the Investment quoted to you.
1.7 HTML, CSS and Javascript
We deliver templates developed from HTML5 markup, CSS stylesheets for styling and unobtrusive Javascript for feature detection and behaviors.
1.8 Wordpress Integration
We'll setup, install and configure Wordpress on your hosting server as described in the scope of work section. Wordpress is a third-party tool and therefore we can't be responsible for any bugs associated with Wordpress or it's plugins. If any bugs are found during the development phase or 30 days after launch we'll use commercially reasonable efforts to fix it (if possible) or update Wordpress or the faulty plugin if it's available, but after the 30 days we'll charge at our hourly rate of $150. Istoria’s hourly rates are subject to change. If Istoria’s rates are changed you will be informed in advance of any services rendered.
1.9 Browser Testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
1.10 Desktop Browser Testing
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), and Mozilla Firefox. We do not support old versions of these versions of these browsers, unless you specify otherwise. If any of your users complain about website behavior we recommend that you direct them to update their web browser to the most recent version. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
1.11 Mobile Browser Testing
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:
● iOS: Safari
● Android: Google Chrome, Firefox
1.12 Changes and Revisions
We know from experience that fixed-price contracts are often not beneficial to clients because they often limit clients to their earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.
1.13 Errors
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
1.14 Timeline
Although we work hard to meet all deadlines, any schedules provided to you are estimates, and we are not liable for any direct, indirect or consequential damages incurred by you because we missed any deadlines. Also, if you do not provide needed information to us in a timely manner, then you understand and agree that we may not be able to complete our work for you in a timely manner. If you fail to provide requisite information to us and as a result the project goes dormant for longer than 45 days, we may, at our sole discretion, impose a reasonable fee before resuming work.
2.0 Mutual Cooperation
We agree to use commercially reasonable efforts to meet your expectation on the deliverables listed above. If fact, we hope to exceed your expectations! You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
3.1 Functionality or feature requests above and beyond those listed in the Web Design Contract will be considered out-of-scope and an amendment to the proposal along with the costs and expenses listed as the Investment may be necessary to accomplish such additional functionality or feature request.
4.0 Terms of Payment
4.1 Billing Schedule
We will invoice you as stated in the Web Design Contract.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the payment schedule provided in the Web Design Proposal.
4.2 Collection Costs
In the event payment is not made within 30 days of any invoice to you, we charge a late payment fee of 18% per month (or the maximum allowed by law, whichever is greater) on any unpaid balance. In addition, we reserve the right to stop work and will retain all Intellectual Property of the project until payment in full is received.
In any demand or action brought by Istoria to recover amounts owed by Client, Client agrees to pay Istoria its attorneys’ fees, costs, and collection costs expended in demanding payment and/or prosecuting such action.
4.3 Cancelation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action.
5.0 Copyright
While we are still working on your project, and until the final payment due to us has cleared, we shall retain all copyright in all of the work that we create for you. Once your final payment to us of all amounts owed has cleared, copyright will be automatically be assigned to you as follows: We will transfer to you the full copyright in all of the visual elements of the final project that we created for you with one exception—we will retain the right in perpetuity without royalty to use any part of the work we create for you, including content and media that you provided to us, for our own marketing purposes, such as a portfolio of our work or listings of past work on our website, and similar types of marketing. We will also give you the source files and finished files of our work, and you warrant that you will retain copies of these files because we do not guarantee that we will keep a copy after such files are turned over to you. If any of your marks are displayed on the project that we created for you, you grant us the right, in perpetuity and without royalty to you, to use such marks as part of the in our portfolios of work and on our website under past work for the sole purpose of showing the work that we completed for you.
6.0 Responsibilities of Istoria and the client
6.1 Istoria's Responsibility For Releases
We will use commercially reasonable efforts to obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 Client Responsibility For Releases
You warrant and guarantee that all elements of text, images, photographs, videos or other artwork you provide to us (collectively, “Customer Media”) are either owned by you or that you have permission to use them. You agree to defend, indemnify and hold us harmless in the event of any threatened or actual litigation arises concerning Customer Media.
6.3 Client Responsibility For Accuracy
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services that you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
Istoria acknowledges its responsibility, both during and after the term of its appointment, to use commercially reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Istoria on behalf of the Client or disclosed by the Client to Istoria.
8.0 Term and Termination
8.1 Termination
Client may terminate and stop work on the Web Design Contract at any time by giving written notice to Istoria. However, the Client shall remain responsible to pay for the proportionate costs of all work already completed for Client by Istoria, including all applicable expenses incurred by Istoria at the time of termination.
Istoria may terminate the Web Design Contract upon notice to Client if the Client fails to pay any invoice after thirty (30) days, or if the Client defaults in the performance of any of its duties and obligations to Istoria and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the Client commences cure within said period of time and diligently proceeds to cure the default.
In addition, Istoria may immediately terminate the Web Design Contract without notice to the Client if the Client files for bankruptcy, is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the Client makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the Client.
8.2 Materials Unpaid For
If upon termination there exist any materials or work furnished by us to you, or any services performed by us for you, that you have not paid for in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.3 Transfer Of Materials
Upon termination of the Web Design Contract, provided that there is no outstanding indebtedness then owing by Client to Istoria, Istoria shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. Client agrees to pay for all costs associated with the transfer of such materials.
9.0 General Provisions
9.1 Governing Law and Waivers
Virginia law governs all claims that in any way relate to or arise out of these terms and conditions, the Web Design Contract, and any of the dealings of the parties hereto. In any suit brought by any of the parties, that relates to or arises out of any of the dealings of the parties hereto, venue shall be proper only in the state and federal court of the city Norfolk, Virginia. In any trial between any of the parties hereto, that relates to or arises out the dealings of the Parties hereto, Istoria and Client agree to waive their rights to a jury trial and instead have such action tried by a judge. The failure of either of the parties to enforce any one or more of the terms or conditions of these terms and conditions or the Web Design Contract shall not be deemed a waiver of such terms or conditions or of either party’s rights thereafter to enforce each and every term and condition of these terms and conditions and the Web Design Contract.
9.2 Limitation of Liability
Liability for any direct or indirect damages, injury, harm and loss, of every nature and kind, is expressly limited to the total fees contemplated in the Web Design Contract. Client waives his/her right, if any, to seek consequential damages and punitive damages. Client understands and agrees that this is a material waiver and limitation of his/her rights to recover damages from Istoria.
9.1 Integration
Client understands and agrees that these terms and conditions are integrated into and made a material part of the Web Design Contract.
