Terms & Conditions

These Terms & Conditions (“Terms”) govern all work performed by Ramirez Creative Solutions (“RCS,” “we,” “our,” or “us”) for the undersigned client (“Client,” “you,” or “your”). By requesting or approving services, paying an invoice, or signing a proposal/estimate, you agree to these Terms.

1) Scope of Services & Deliverables
1.1 Engagement. RCS will provide creative and digital services as described in a mutually agreed proposal, estimate, statement of work (SOW), or written correspondence (collectively, the “SOW”). Only the items listed in the SOW are included.
1.2 Deliverables. Deliverables may include, as applicable, website design/development (primarily WordPress), content management assistance, logo and graphic design, training, content writing, and print-advertising designs (the “Deliverables”).
1.3 Exclusions. Unless expressly stated, services do not include copyediting, legal compliance reviews, domain registration, hosting, paid media, printing, shipping, accessibility audits, custom plugin/software development, or third-party fees.

2) Intellectual Property; Ownership; Portfolio Rights
2.1 Transfer on Full Payment. Upon RCS’s receipt of full payment for the project (including approved change orders and expenses), ownership of the final, approved Deliverables (as exported/handed over to Client) transfers to Client.
2.2 RCS Materials. RCS retains all rights to: (a) underlying tools, frameworks, libraries, starter files, templates, know-how, and processes; (b) working files (e.g., layered design files, drafts, raw footage, notes) unless the SOW includes transfer of working files; and (c) any pre-existing RCS IP incorporated into Deliverables (licensed to Client on a perpetual, non-exclusive, non-transferable basis for the intended use).
2.3 Third-Party Materials. Fonts, stock images/video, plugins, themes, licensed code, and other third-party materials are subject to their own licenses. Client is responsible for any required end-user licenses unless the SOW states RCS will procure them on Client’s behalf.
2.4 Portfolio & Credit. RCS may display the Deliverables (including Client name, logo, and screenshots) in portfolios, presentations, awards submissions, case studies, and marketing, provided we do not disclose Confidential Information (Section 12).
2.5 Site Credit. Unless otherwise agreed in writing, a site footer credit reading “Developed by Ramirez Creative Solutions | www.ramirezsolutions.com” may be included on websites delivered by RCS. On request, RCS will remove or hide the credit for a mutually agreed fee.

3) Client Responsibilities & Approvals
3.1 Timely Inputs. Client will supply content, brand assets, access credentials, product info, and decisions promptly. Delays by Client extend schedules and may incur standby or re-booking fees.
3.2 Authority & Rights. Client warrants it owns or has rights to all materials provided and grants RCS the necessary rights to use them to perform the services.
3.3 Approvals. Written approvals (including email) at milestones authorize RCS to proceed. Post-approval changes are treated as change orders (Section 5).

4) Fees, Deposits, Invoices & Payment
4.1 Deposit. A non-refundable 50% deposit is due upon signing/acceptance of the SOW. Work begins after the deposit clears (and after any required access or materials are received).
4.2 Payment Timing. The remaining balance is due on delivery of the final Deliverables, unless the SOW specifies a different schedule (e.g., progress or milestone billing).
4.3 Method. Payments are accepted via PayPal (or any other methods as otherwise mutually agreed in writing). Any payment processor fees may be passed through or priced into the estimate and/or invoice. Payment Gateway is subject to change without notice.
4.4 Late Payments. Invoices not paid within 15 days of due date may incur the lesser of 1.5% per month (18% APR) or the maximum allowed by law, plus reasonable collection costs and attorney’s fees. RCS may pause work and withhold delivery/licenses until all overdue amounts are paid.
4.5 Taxes & Expenses. Client is responsible for applicable taxes and out-of-pocket expenses approved by Client (e.g., stock, fonts, plugins, printing, shipping). RCS may require advance approval/deposits for such costs.

5) Revisions, Change Orders & Out-of-Scope Work
5.1 Included Revisions. Unless the SOW states otherwise, the project includes up to three (3) rounds of design revisions on the initial concept stage for each major deliverable (e.g., homepage design, logo concept, key print piece).
5.2 What Counts as a Revision. A revision is a reasonable change to layout, color, typography, imagery placement, or wording. Substantive changes (e.g., new pages/features, new logo direction after concept approval, re-architecture, or pivoting the brief) are out of scope.
5.3 Change Orders. Additional work, revisions beyond the included rounds, or scope changes require a written change order specifying the requested change, timeline impact, and additional fees.
5.4 Hourly/Fixed. Out-of-scope work may be billed hourly at RCS’s then-current rates or via a fixed add-on, as agreed in the change order.

6) Schedule, Delivery & Acceptance
6.1 Schedules. Estimated timelines are good-faith targets and are dependent upon timely Client inputs/approvals.
6.2 Acceptance. Deliverables are deemed accepted upon the earlier of: (a) Client’s written approval; or (b) seven (7) days after delivery if no rejection with specific reasons is provided in writing.
6.3 Post-Launch Support. RCS provides a 14-day defect-remedy window after acceptance for issues materially caused by RCS’s work (not including Client changes, third-party failures, hosting issues, or new feature requests).

7) Service-Specific Terms (integrated)
7.1 Websites (WordPress CMS).
(a) Nature. We design/develop WordPress websites that allow Client to edit text, images, and certain layout areas within WordPress’s admin.
(b) Hosting & Domains. Unless specified, Client secures hosting and domain(s). RCS can recommend providers but is not responsible for their performance, uptime, security, or policies.
(c) Plugins/Themes. Recommended plugins/themes may require paid licenses and periodic updates. Client is responsible for renewals unless a maintenance agreement states otherwise.
(d) Content Entry. Initial content entry/staging is limited to the scope in the SOW. Bulk imports, complex data modeling, or ongoing updates fall under Content Management (7.2).
(e) Security & Backups. RCS will follow reasonable best practices during the build. Ongoing security hardening, monitoring, and backups require a maintenance plan.

7.2 Website/Content Management (Retainer or As-Needed).
(a) Purpose. Ongoing content edits, routine updates, minor design tweaks, and general site hygiene.
(b) Response Times. Unless the SOW specifies SLAs, standard turnaround is 2–5 business days from request. “Rush” (<24–48 hours) may incur a surcharge. (c) Exclusions. Major redesigns, custom development, migrations, SEO campaigns, and paid media are out of scope without a separate SOW. 7.3 Logo / Graphic Design / Logo Duplication. (a) Logo Design. Includes concept development and up to three (3) rounds of edits. Additional rounds are billable. (b) Logo Duplication. We recreate a clean, vector version of an existing logo when source files are unavailable (Client must warrant rights). (c) Graphic Design. Web/print graphics billed hourly or as quoted. Press-ready PDFs or packaged files are provided per SOW. 7.4 Training. (a) WordPress Admin &/or HTML/CSS Basics. Typical sessions are ~2 hours, subject to Client needs. (b) Recording/Materials. If requested, we can provide a recap or reference guides as an add-on. Training does not include ongoing support unless combined with a retainer. 7.5 Content Writing. (a) Scope. Collaborative drafting of website copy and related content. (b) Billing. Hourly unless a fixed package is quoted. Final packaging of hours into a set price can be agreed at estimate time. (c) Client Review. Client is responsible for factual accuracy and legal review of content. 7.6 Print Advertising (Design for Print). (a) Definition. Business cards, flyers, mailers, letterheads, banners, posters, door hangers, signs, books, or other print-oriented designs. (b) Proofing. Client must review and approve proofs carefully. Colors may vary across devices and print runs. (c) Printing & Shipping. Unless otherwise stated, printing, shipping, and handling are billed separately. Risks of loss during transit are with the carrier; claims are between Client and printer/carrier. 8) SEO, Performance & Results Disclaimers
8.1 No Guarantee of Results. The site and Deliverables are provided as marketing tools. RCS does not guarantee increased sales, traffic, rankings, conversions, or network exposure.
8.2 SEO Efforts. On request, RCS can implement reasonable on-page SEO best practices (e.g., metadata fields). Search engine behavior is outside our control; results vary.

9) Accessibility & Compliance
9.1 General. Unless the SOW states otherwise, RCS aims for reasonable accessibility practices but does not warrant compliance with any specific standard (e.g., WCAG/ADA), industry regulation, or law.
9.2 Legal Review. Client is responsible for obtaining legal review of content, disclosures, and compliance requirements (e.g., privacy policies, cookie notices).

10) Confidentiality
10.1 Mutual NDA (Light). Each party will keep the other’s non-public information confidential and use it only to perform under these Terms, except where disclosure is required by law. Portfolio use (Section 2.4) is permitted.

11) Warranties; Limitation of Liability; Indemnity
11.1 RCS Warranty. RCS warrants it will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE DELIVERABLES AND SERVICES ARE PROVIDED “AS IS.”
11.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RCS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO RCS FOR THE SPECIFIC SOW GIVING RISE TO THE CLAIM. IN NO EVENT SHALL RCS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY.
11.3 Indemnity by Client. Client will defend, indemnify, and hold harmless RCS and its personnel from any third-party claims, damages, or expenses arising from: (a) materials or directives provided by Client; (b) Client’s misuse of Deliverables; or (c) Client’s breach of these Terms.

12) Termination; Cancellation; Suspension
12.1 Client Cancellation. Client may cancel at any time by written notice. The initial 50% deposit is non-refundable. Client will also pay for (a) all work performed through the effective cancellation date, (b) approved expenses, and (c) any non-cancellable third-party costs.
12.2 RCS Termination/Suspension. RCS may suspend or terminate for non-payment, material breach, or unsafe/illegal requests.
12.3 Effect of Termination. Upon full payment of amounts due, RCS will deliver the then-current version of the Deliverables “as-is” (subject to Section 2) and revoke any temporary licenses if payment is not made.

13) Subcontractors; Independent Contractor
RCS may engage qualified subcontractors. RCS is an independent contractor; nothing creates a partnership, joint venture, or employment relationship.

14) Notices
Notices will be sent to the parties’ last provided business addresses or emails. Notices are effective upon receipt (or, for email, when sent without bounce).

15) Miscellaneous
15.1 Governing Law; Venue. These Terms are governed by the laws of Virginia, excluding conflicts rules. Exclusive venue is the state or federal courts located in Fredericksburg, Virginia.
15.2 Dispute Resolution (Optional). Before litigation, the parties will attempt good-faith negotiation and then mediation. If unresolved, the dispute may proceed in the agreed venue.
15.3 Assignment. Neither party may assign without the other’s consent, except RCS may assign to a successor in interest (e.g., merger, acquisition).
15.4 Severability. If any provision is unenforceable, the remainder remains in effect.
15.5 Entire Agreement; Order of Precedence. These Terms plus the SOW are the entire agreement and supersede prior discussions. If there is a conflict, the SOW controls, then these Terms.
15.6 Amendments; Waivers. Changes must be in writing. A waiver in one instance is not a waiver in others.
15.7 Counterparts; E-sign. Quotes, SOWs, and approvals may be executed electronically and in counterparts.

Last updated: September 22nd, 2025