Terms of Service

Leslie Design provides website design, web development, brand collateral, hosting setup, and related professional services on a project or retainer basis. The exact scope, deliverables, timeline, and fees are described in the applicable SOW or written quote.

Quotes are estimates based on the scope and information you provide and are valid for thirty (30) days unless stated otherwise. Work begins only after (a) you sign or otherwise accept the SOW in writing and (b) the required deposit is received in cleared funds.

• Standard projects: 50% non-refundable deposit at start, 50% due at launch.
• Larger custom projects may use a three-payment schedule (start / midpoint / launch) as specified in the SOW.
• Hourly retainer hours are billed monthly in arrears, do not roll over, and require a credit card on file.
• Invoices are due within seven (7) days of issue. Late balances may accrue interest at 1.5% per month (or the maximum permitted by law) and may suspend active work.
• All fees are exclusive of applicable taxes, third-party fees (hosting, domains, plugins, stock assets, payment processing), and travel expenses, all of which are passed through at cost.
• Deposits and amounts paid for completed work are non-refundable.

You agree to:

• Provide accurate, complete content, assets, brand materials, and feedback in a timely manner.
• Designate a single point of contact authorized to make project decisions.
• Respond to drafts and requests within five (5) business days unless otherwise agreed. Extended delays may pause the project and shift the launch date.
• Warrant that you own or have the right to use all content (including text, images, logos, fonts, audio, and video) you provide to us, and that the content does not infringe any third party's rights or violate any law.

Each tier or SOW includes a specified number of revision rounds. Additional revisions, new features, or changes to agreed scope are billed at our then-current hourly rate or as quoted in a written change order signed by both parties.

• Upon receipt of full payment for an engagement, Client receives a non-exclusive, worldwide, perpetual license to use the final delivered website and assets for the Client's lawful business purposes.
• Leslie Design retains ownership of preliminary concepts, unselected designs, source files, working files, internal templates, frameworks, libraries, methodologies, and any pre-existing intellectual property used in the engagement.
• Third-party assets (fonts, stock photography, plugins, icons, etc.) remain subject to their respective licenses. Where required, Leslie Design will procure licenses on your behalf and pass through the cost.
• Leslie Design reserves the right to display, reference, and describe completed work, including screenshots and the Client's name and logo, in our portfolio, case studies, and marketing materials, unless the parties agree otherwise in writing.

Each party will treat the other's non-public business information as confidential and use it solely to perform under these Terms. Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law or court order.

We may recommend or integrate third-party services (hosting, domain registrars, payment processors, scheduling tools, analytics, etc.). Your use of those services is governed by their terms and pricing, and they are your responsibility after handoff. Leslie Design is not responsible for the availability, accuracy, or performance of third-party services.

The Site, the Services, and all deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. Leslie Design does not warrant that the Site or any deliverable will be uninterrupted, error-free, secure, or compatible with every browser, device, or third-party service, now or in the future.

To the maximum extent permitted by applicable law, Leslie Design's total cumulative liability arising out of or relating to these Terms, the Site, the Services, or any deliverable shall not exceed the total fees actually paid by Client to Leslie Design for the specific engagement giving rise to the claim during the six (6) months immediately preceding the event that gave rise to such claim. In no event shall Leslie Design be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

You agree to defend, indemnify, and hold harmless Leslie Design and its owners, contractors, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any content, materials, or instructions you provide to us; (b) your use of the Site, the Services, or any deliverable; (c) your breach of these Terms; or (d) your violation of any law or any third party's rights.

Either party may terminate an engagement for convenience on fourteen (14) days' written notice, or for material breach if the breach is not cured within ten (10) days after written notice. Upon termination: (a) Client will pay for all work performed and expenses incurred through the termination date; (b) deposits are non-refundable; and (c) all licenses to deliverables remain contingent on payment in full.

Leslie Design performs Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other.

Neither party is liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, illness, pandemic, war, terrorism, civil unrest, government action, labor disputes, internet or infrastructure outages, or third-party service failures.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties agree to attempt in good faith to resolve any dispute through direct negotiation for at least thirty (30) days before initiating formal proceedings. Any unresolved dispute shall be brought exclusively in the state or federal courts located in Sacramento County, California, and each party consents to personal jurisdiction there.

You may not (a) use the Site in a manner that violates any law, (b) attempt to gain unauthorized access to any portion of the Site or its underlying systems, (c) probe, scan, or test the vulnerability of the Site, (d) interfere with the Site's operation, or (e) use the Site to transmit malicious code, spam, or scraped data. We may suspend or terminate access for violations.

We may update these Terms from time to time. Updates take effect on the date the revised Terms are posted. Continued use of the Site or Services after the effective date constitutes acceptance of the revised Terms.

• Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter.
• Severability. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver.A party's failure to enforce any provision is not a waiver of its right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices. Notices to Leslie Design should be sent to victoria@whichspot.com.

Leslie Design
Sacramento, California, USA
victoria@whichspot.com