Clear expectations.
Better work.

Harwood Digital will provide the strategy, design, development and launch services specifically listed in the signed Scope of Work (“SOW”). The SOW should identify the agreed pages, features, content responsibilities, integrations, deliverables, project fee and estimated timeline.

Included work

• Only deliverables expressly named in the SOW are included.
• Reasonable project management, quality assurance and launch preparation needed for those deliverables are included.
• Work begins after this Agreement and the SOW are signed and the initial payment clears.

Not included unless written into the SOW

• Additional pages, copywriting, photography, video production, branding, complex data migration, accessibility audits, legal review, paid software, hosting or ongoing maintenance.
• New concepts, features or integrations requested after scope approval.
• Work caused by inaccurate, incomplete or late client-provided materials.

Any added work requires a written change order describing the new deliverable, fee and schedule impact. Email approval is sufficient for a change order.

Invoices are due within seven calendar days unless the SOW says otherwise. The initial 50% payment is non-refundable once work is scheduled because it reserves production capacity and funds discovery. Harwood Digital may pause work, withhold files, delay launch or reschedule the project when an invoice is overdue.

Third-party expenses approved by the client—such as hosting, premium software, fonts, stock media, payment processors or domain fees—are separate unless the SOW expressly includes them.

The project includes two focused revision rounds at the design milestone unless the SOW states differently.

1. One round means one consolidated list. The client’s designated decision-maker gathers stakeholder comments and sends one prioritized, non-conflicting list of requested changes.
2. Feedback is due within five business days. Late or fragmented feedback may move the delivery date and may be treated as an added round.
3. Revisions refine the approved direction. They can adjust layout, hierarchy, imagery, color application and supplied copy within the agreed scope.
4. A new direction is new work. New pages, concepts, audiences, features, substantial rewrites or changes to previously approved work require a change order.
5. Corrections are not revisions. Fixing a deliverable that does not match the approved SOW or documented client feedback does not consume a revision round.

Unused rounds have no cash value and do not carry into future projects. Additional revision time is billed at the rate stated in the SOW or quoted in writing before the work begins.

Dates are good-faith estimates unless the SOW calls a date a firm deadline. The client will provide one authorized decision-maker, timely access to accounts, final text and media in usable formats, and consolidated approvals.

If client materials or feedback are more than five business days late, the schedule moves by at least the same amount of time. Because production capacity is scheduled in advance, a paused project may be moved to the next available opening. If the client is unresponsive for 30 consecutive days, Harwood Digital may treat the project as abandoned and close it under the cancellation terms.

The client confirms it has the right to use all supplied names, logos, text, photos, video, testimonials and other materials, and is responsible for their accuracy and legal compliance.

Cancellation by the client

The client may cancel by written notice. Amounts already paid are retained for completed work, reserved capacity and project administration. The client will also pay for approved work completed beyond amounts already paid, plus non-cancelable third-party costs, through the cancellation date. After those amounts are paid, Harwood Digital will provide the client with completed, paid-for deliverables that are reasonably usable in their current state.

Suspension or termination by Harwood Digital

Harwood Digital may pause or terminate the engagement for an overdue invoice, repeated failure to provide required input, unlawful or abusive conduct, or another material breach that is not corrected within seven days after written notice. A pause changes the delivery schedule and rebooking is subject to availability.

Late payment

An unpaid balance may accrue a finance charge of 1% per month or the maximum amount permitted by applicable law, whichever is lower. The client is also responsible for reasonable collection costs to the extent permitted by law. A good-faith billing dispute raised before the due date will not incur a finance charge while both sides work promptly to resolve it.

After every invoice and approved expense is paid in full, Harwood Digital assigns to the client the copyright it owns in the final, approved, project-specific website design, copy and production files expressly identified as client deliverables in the SOW.

The transfer does not include Harwood Digital’s pre-existing materials, reusable code, methods, know-how, design systems, development utilities or general components (“Background Materials”). Harwood Digital retains those items and grants the client a perpetual, worldwide, non-exclusive license to use any Background Materials embedded in the final website as needed to operate that website.

Third-party tools remain third-party property

• Open-source code, platforms, plugins, fonts, stock media, APIs, hosting, payment processors and other outside services remain subject to their own licenses and terms.
• The client is responsible for ongoing subscriptions, renewals, transaction fees and compliance tied to services placed in the client’s account.
• Harwood Digital is not responsible for an outside provider’s outage, security incident, pricing change, policy change or discontinued feature, but can help evaluate alternatives under a separate scope.

Working files, rejected concepts and internal process materials are not client deliverables unless the SOW says they are.

The client gives Harwood Digital permission to display the public, non-confidential final project in Harwood Digital’s portfolio, website, social channels, proposals, award submissions and case studies, and to identify the client by its public business name and logo.

Harwood Digital will not disclose passwords, private analytics, customer records, unreleased business information or other confidential material. A client that needs an embargo, anonymous presentation or complete confidentiality must request it in writing before launch; any agreed restriction will be included in the SOW.

Launch support

For 30 days after launch, Harwood Digital will correct reproducible defects that cause the delivered website to materially fail to match the approved SOW. This does not cover changes made by the client or another provider, new browser or platform behavior, third-party service failures, new features, content edits or routine maintenance.

No performance guarantee

Harwood Digital will use professional skill and care, but does not guarantee search rankings, traffic, leads, sales, fundraising totals, platform uptime or any specific business result. Those outcomes depend on factors beyond the website and beyond Harwood Digital’s control.

Liability

To the fullest extent permitted by law, neither party is liable for indirect, special, incidental or consequential damages. Harwood Digital’s total liability arising from the project will not exceed the fees actually paid under the applicable SOW, except where the law does not allow that limitation.

Resolution and governing law

Before filing a claim, both sides will meet in good faith to try to resolve the issue. This Agreement is governed by Arizona law, without regard to conflict-of-law rules. Any court proceeding will be brought in the state or federal courts serving Maricopa County, Arizona, unless the parties agree to another written dispute process.

This Agreement and the SOW are the entire agreement for the project and replace prior discussions about the same work. A change must be in writing and approved by both sides. If one provision is unenforceable, the rest remains in effect. Electronic signatures and counterparts are accepted.