Effective Date: November 11, 2025
Company: McNealy Studios, Co. (“McNealy Studios,” “we,” “us,” or “our”)
Contact: info@mcnealystudios.com · 840 36th Street • West Palm Beach FL 33407
1) Engagement & Scope
1.1 Scope via SOW. Each project is defined in an SOW or proposal (deliverables, timeline, fees, milestones). In case of conflict, the SOW controls.
1.2 Change requests. Client-requested changes outside the SOW (new features, extra pages, additional concepts, revisions beyond the included rounds, third-party integrations, platform changes) require a written change order with adjusted timeline and fees. Industry practice is to extend schedule/fees when scope changes.
1.3 Cooperation. Client will provide timely feedback, content, brand assets, approvals, and access (hosting, DNS, CMS, analytics, email, social, etc.). Delays in Client inputs extend milestones accordingly.
2) Fees, Deposits, Invoices & Taxes
2.1 Pricing model. Fixed fee, time & materials, or retainer as stated in the SOW.
2.2 Deposits. Unless otherwise stated, 50% non-refundable deposit due to reserve schedule; balance per milestones or before delivery/launch.
2.3 Late payment. Overdue balances may pause work and incur [1.5%/mo] or maximum allowed by law. Client pays reasonable collection costs/fees.
2.4 Expenses. Pre-approved out-of-pocket costs (fonts, stock, printing, shipping, plugins, premium themes, licenses) are billable.
2.5 Taxes. Prices exclude applicable taxes; Client is responsible for them unless exemption is provided.
3) Deliverables, Revisions & Approvals
3.1 Revisions. SOW includes 3 rounds of revisions per deliverable unless noted. Additional rounds are billable.
3.2 Acceptance. A deliverable is deemed accepted when Client approves in writing or uses it publicly. Lack of response for 7 days after delivery may be treated as acceptance for scheduling and invoicing.
4) Intellectual Property & Licenses
4.1 Ownership pre-final payment. Until final payment, McNealy Studios owns all rights in project files and grants Client a limited, revocable license for internal review only.
4.2 Transfer after payment. Upon full payment, Client receives the IP rights specified in the SOW (e.g., an assignment or a license to use deliverables for the stated purposes). This mirrors common creative-industry frameworks separating fee from license/assignment choices.
4.3 Designer tools & know-how. Our underlying tools, workflows, pre-existing code/components, design methods, and non-client-specific libraries remain ours; we grant Client a non-exclusive license to use compiled outputs as delivered.
4.4 Third-party materials. Stock photos, fonts, plugins, code libraries, typefaces, icons, and similar items are governed by their own licenses; Client agrees to comply with those licenses. We will identify any such dependencies in the SOW or handoff notes.
4.5 Portfolio display. We may display non-confidential work, marks, and links to the live site in our portfolio, social, and case studies after public launch unless the SOW says otherwise.
5) Client Content, Representations & Responsibilities
5.1 Client content. Client represents it owns or has rights to all submitted content (logos, images, copy, data) and that it does not infringe others’ rights.
5.2 Approvals & legal. Client is responsible for legal review of content/claims and for regulatory compliance applicable to its industry (e.g., advertising, financial, healthcare).
5.3 Access & security. Where Client grants us temporary access to systems, Client remains system owner and should maintain backups. We practice least-privilege access and will return or securely delete credentials upon request.
6) Web Development, Hosting & Maintenance
6.1 Standard of service. We will implement websites in a professional manner consistent with industry practice.
6.2 Hosting. Unless we provide a separate hosting/maintenance SOW, hosting is Client’s responsibility and is subject to the host’s service level agreement (SLA)—uptime/credits/maintenance exclusions are governed by the host, not McNealy Studios. Typical SLAs exclude scheduled maintenance, client-caused issues, and force majeure.
6.3 Maintenance. If retained for maintenance, our scope (updates, backups, monitoring, response windows) will be defined in the SOW. Third-party outages, platform/vendor bugs, or security events outside our control are excluded from guarantees.
7) Accessibility
7.1 We design with accessibility in mind and can target WCAG 2.x conformance levels (e.g., AA) when expressly included in the SOW. Accessibility responsibilities must be clearly defined (templates vs. all content, ongoing governance, third-party embeds). WCAG and U.S. DOJ guidance are the principal references; requirements vary by jurisdiction and sector.
8) SEO, Analytics & Third-Party Platforms
8.1 We may configure baseline SEO (metadata/headers), analytics tags, consent tools, or ad pixels as specified.
8.2 No placement/ranking guarantee. Search rankings, ad performance, and platform policies are controlled by third parties and are not guaranteed.
8.3 Client agrees to platform terms (Google, Meta, email/SMS tools, etc.) and understands those terms may change without notice.
9) Printing & Production (for print/brand deliverables)
9.1 We proof with reasonable care, but Client must review final proofs for content accuracy (names, numbers, colors).
9.2 Color variance, stock availability, and vendor schedules are subject to printer tolerances. Reprints due to Client-approved proofs are billable.
10) Confidentiality & Data Protection
10.1 Mutual NDA standard. Each party will protect the other’s non-public information and use it only for the project.
10.2 Personal data. If we process personal data for Client (e.g., on a website), we do so only under Client instructions; Client is the controller and is responsible for end-user notices/consents. (Aligns with common agency controller/processor allocation.)
11) Term, Cancellation & Kill Fees
11.1 Term. These Terms begin on acceptance and continue through project completion or termination.
11.2 Client cancellation. If Client cancels for convenience, Client will pay (i) work completed to date, (ii) committed third-party costs, and (iii) a kill fee if stated in the SOW to cover reserved time.
11.3 Agency termination. We may suspend or terminate for material breach (including non-payment) after written notice and a [10]-day cure period.
12) Warranties & Remedies
12.1 Limited workmanship warranty. For [30] days after delivery/launch, we will fix reproducible defects in our deliverables that materially deviate from the SOW and are not caused by third-party changes, Client edits, or environment changes.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT—subject to limits of applicable law and conspicuousness requirements.
13) Limitation of Liability
13.1 Cap. TO THE MAXIMUM EXTENT PERMITTED, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES IS CAPPED AT THE AMOUNTS PAID BY CLIENT TO US FOR THE SPECIFIC SOW GIVING RISE TO THE CLAIM.
13.2 Exclusions. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; LOST PROFITS/REVENUE; LOSS OF DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
14) Indemnification
Client will defend, indemnify, and hold McNealy Studios harmless from third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Client content or instructions; (b) Client’s breach of these Terms; or (c) Client’s violation of laws/third-party rights.
15) Force Majeure
Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, labor disputes, widespread cloud/platform outages).
16) Independent Contractor; Subcontractors
We act as an independent contractor. We may engage qualified subcontractors (e.g., developers, accessibility testers, printers) and remain responsible for their work within the SOW.
17) Non-Solicitation (Optional)
During the project and for [6–12] months after, Client agrees not to solicit for employment the specific personnel assigned to the project without our written consent.
18) Governing Law; Dispute Resolution
18.1 Governing law/venue. These Terms are governed by the laws of [State of Florida], without regard to conflicts rules; venue lies in the state or federal courts of [Palm Beach County, Florida].
18.2 Informal resolution. The parties will first attempt in good faith to resolve disputes by executive-level discussion.
18.3 Mediation/Arbitration (Optional). If unresolved after [30] days, disputes will be submitted to [mediation] and, if still unresolved, [binding arbitration] under [AAA] rules in [West Palm Beach, FL]. Each party bears its own fees unless the arbitrator decides otherwise.
19) Notices
Notices must be in writing and are effective when sent to the contacts listed in the SOW or to [info@mcnealystudios.com].
20) Entire Agreement; Order of Precedence; Assignment
These Terms plus the SOW constitute the entire agreement and supersede prior discussions. If any provision is held invalid, the remainder remains effective. Client may not assign without our written consent; we may assign in connection with a merger, acquisition, or sale of assets.
21) Changes to These Terms
We may update these Terms from time to time. Material changes will be posted on our website with a new effective date and will apply to new SOWs or renewals.
