Terms of service

1. Who you are agreeing with

These terms are an agreement between you and Xandev, a sole proprietorship based in Sycamore, Illinois. Xandev is one person. Where these terms say "I" or "me" that is who they mean, and where they say "you" they mean you or the business you are acting for.

2. What I will do

What I am building for you is whatever the proposal or written scope for your project says, and nothing beyond it. I will do that work with reasonable skill and care, to a professional standard, in the timescale we agreed.

Timelines assume you come back to me. If I am waiting on content, feedback, access, or a decision, the schedule moves by however long I waited. I will tell you when that happens rather than letting a date quietly slip.

3. Changes to the work

Anything outside the agreed scope is a change, and a change needs to be agreed in writing before I build it, including what it costs and what it does to the timeline. Email counts as writing.

I would rather quote a change than absorb it silently and resent it, and you would rather know the cost before it exists than after.

4. What you need to do

For me to finish, you need to give me the content, images, logos, access, and approvals the project needs, within a reasonable time of my asking. You also need a single person who can make decisions; a project answering to a committee takes longer and I will have said so up front.

Everything you send me has to be yours to send. By giving me content, images, fonts, code, or anything else, you confirm you own it or are licensed to use it in the way the project requires, and that using it will not infringe anyone else's rights.

5. Payment

50% of the project fee is due before work starts. That deposit is what reserves your slot in the schedule, and it is non-refundable once work has begun.
The balance is due on delivery, payable within 14 days of the invoice date.
Ongoing or hourly work is invoiced as agreed, payable within 14 days.
Invoices unpaid after 14 days carry interest at 1.5% per month, or the maximum the law allows if that is lower.
If an invoice is more than 14 days overdue I may pause all work, including on unrelated projects, until it is settled.
Prices exclude any tax that applies, and exclude third-party costs such as hosting, domains, stock imagery, fonts, and paid services, which are yours to pay unless we agreed otherwise in writing.

6. Who owns what

Ownership of the work transfers to you when you have paid for it in full, and not before. On final payment you own the custom design and custom code produced specifically for your project, and you can use, change, and host it however you like.

Some things are not mine to transfer and stay as they are:

Open source components keep their own licenses.
Fonts, stock images, plugins, and other licensed assets stay under the license they came with, held by whoever bought it.
Tools, libraries, and techniques of my own that I use across projects remain mine, and I keep the right to reuse them. Nothing specific to your business is included in that.

Until final payment, any work delivered is licensed to you only for review, and not for live use.

Unless you ask me not to, I may show the finished work in my portfolio and describe what I built. Tell me if you would rather I did not and I will not.

7. Defects

For 14 days after delivery, I will fix anything that does not work the way the agreed scope says it should, at no charge. That is a defect, and defects are mine.

After 14 days, or for anything outside the agreed scope, work is billable at my current rate. A change of mind, a new requirement, or a problem caused by someone else editing the site is not a defect, whenever it surfaces.

8. What I do not promise

Beyond the defect period above, the work is provided as is. To the fullest extent the law allows, I disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

Specifically, and because these come up:

I do not guarantee search rankings, traffic, conversions, or revenue. I build sites properly and that helps, but nobody controls a search engine and anyone who tells you otherwise is guessing or lying.
I do not guarantee uninterrupted or error-free operation. Hosting goes down, networks fail, and browsers change.
I am not responsible for third-party services. If a payment provider, host, plugin, API, or font service changes its terms, its prices, its behavior, or shuts down, that is outside my control, and putting it right is billable work.
I am not responsible for a site after someone else changes it. Once you or another developer edits the code or the server, what happens next is not mine.

9. Limit of liability

My total liability to you, for everything arising out of a project, is capped at the total fees you have actually paid me for that project.

I am not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profit, lost revenue, lost business, lost goodwill, or lost or corrupted data, even if I was told those were possible. This applies however the claim is framed, whether in contract, negligence, or anything else.

Nothing here limits liability that cannot lawfully be limited, including for fraud or for death or personal injury caused by negligence.

10. Indemnity

You agree to indemnify me against any claim, loss, liability, or cost, including reasonable legal fees, arising from the content and materials you supplied, from your use of the work, from your breach of these terms, or from your breaking any law or infringing anyone's rights.

11. Backups and data

Keeping your own backups is your responsibility unless you are paying me for a service that includes them. I take reasonable care with anything you give me, but I am not liable for data loss, and you should not rely on me as the only copy of anything.

12. Confidentiality

Anything you tell me about your business that is not public, I keep to myself, and I expect the same about how I work. This does not cover information that is already public, that you make public, or that I am legally required to disclose.

13. Ending it

Either of us can end a project in writing at any time. If you end it, you pay for the work done up to that point and the deposit is not returned. If I end it for a reason that is not your fault, I will refund anything you have paid for work I have not done.

I may end a project immediately, keeping what you have paid, if an invoice goes more than 30 days overdue, or if you ask me to do something unlawful, or if the relationship becomes abusive.

14. Using this website

The content of this site, including its text, design, and code, is mine unless it says otherwise. You may read it and link to it. You may not copy it wholesale, scrape it, or reuse it as your own.

Do not attempt to break into, overload, or interfere with this site or the client portal. The portal is for clients, and access to an account is personal to the person it was issued to.

15. Disputes

Talk to me first. Almost everything is a misunderstanding that one phone call resolves, and I would rather fix it than argue about it.

If that fails, these terms are governed by the laws of the State of Illinois, without regard to its conflict of laws rules. Any dispute that cannot be resolved directly will be settled by binding arbitration in Illinois under the rules of the American Arbitration Association, and each of us waives the right to a jury trial and to bring or join a class action. Either of us may still bring a claim in small claims court where it qualifies.

16. The rest

If any part of these terms turns out to be unenforceable, the rest still stands. If I do not enforce something immediately, I have not given up the right to enforce it later. Neither of us can transfer this agreement to someone else without the other agreeing in writing.

Nothing in these terms makes us partners, or makes either of us the other's employee or agent. I am an independent contractor.

These terms plus the proposal or scope for your project are the whole agreement between us, and they replace anything said before. If they change, the date at the top changes, and changes do not apply retroactively to a project already underway.

Contact

hello@xandev.us
Xandev, Sycamore, Illinois