Web Design/Development Terms and Conditions
1. DEFINITIONS
The following terms and conditions for the purposes of web site design, development or hosting by Epoch Consulting (Pty) Ltd, set forth the provisions under which clients may use the services supplied.
'Developer' is an Internet web design and hosting provider offering the Client graphical design, HTML, CSS, Javascript and other related computer programming languages.
2. ACCEPTANCE OF WORK
Quotations are valid for 7 days from date of issue.
When the Client places an order to purchase a web site, template or web site updates from the Developer, the order represents an offer to the Developer to purchase the web site, template or web site updates which is accepted by the Developer. No contract for the supply of services exists between Client and the Developer until the Developer sends an invoice to the Client for payment. The invoice equals acceptance by the Developer (or third party supplier) of Clients offer to purchase services from the Developer and this acceptance of work is a valid contract between Client and the Developer regardless of whether Client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The Developer reserves the right to withdraw from contract at any time prior to acceptance.
3. PERMISSION AND COPYRIGHT
All pages, images, text and code on the Developer's web site at http://www.epoch.co.za are copyrighted material.
Copyright of the completed web designs, images, pages, code and source files created by the Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code resides with the Developer.
These terms of use grant a non-exclusive limited license so that the Client can use the design on one web site and one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer.
Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Developer.
Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or lawsuit that may arise as a result of using the supplied media and content.
Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends.
Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.
4. MATERIAL
The Developer reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at the Developer's own discretion. The Developer reserves the right to refuse to sell design or code to those thought or known as competitors of the Developer. Client may not purchase design or code for use in development of their own product to directly compete with the Developer's design or code. The Developer reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Developer's own discretion. The Developer reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5. THIRD PARTY DOMAIN NAMES AND HOSTING
Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made by the Client and the third party service. However, if the Developer has facilitated a domain transfer, then the Client will be invoiced directly by the Developer, and these costs will be settled by the Developer on behalf of the Client directly with the third party, for the duration as stipulated on the invoice.
Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Developer requires to upload the web site if required as part of a project.
The Developer reserves the right, without notice, to refuse work with domain names or hosting and email services without reason for such rejection or refusal.
6. PROJECTS
All alterations for website projects are to be requested in writing, either by email or postal mail, by the Client. After the specified allowed hours of alterations have been completed, the Developer reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work.
Upon completion of an agreed design the Client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable. The maximum period for sign-off will be three months. Should the Client fail to provide full required data and sign-off within the three month period, the Developer reserves the write to request full payment before proceeding with any further work. The three month period shall commence from the first day on which development commences which date shall be validated only by the initial system upload date.
Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or web site work as part of an agreed project.
Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. The Developer agrees to try and match the design as closely as is possible when building the code.
The Developer gives no guarantee that the site will become listed with search engines or in certain search results. Under no circumstance will the Developer be held liable for any changes in search engine rankings as a result of using the Developers code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the web site.
The Developer reserves the right to assign subcontractors in whole or as part of a project, if needed.
The Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between the Developer and the Client shall be by email, telephone, fax, Skype or postal mail, except where agreed at the Developer's discretion.
7. WEB BROWSERS
The Developer shall make every effort to ensure websites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Google Chrome, Mozilla Firefox, Internet Explorer versions 8 and above. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.
Clients agree that after handover of files any updated software versions of the main browsers Google Chrome, Internet Explorer and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their website. As such, the Developer reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.
8. PAYMENT TERMS
All prices quoted are payable by South African residents, this cost does not apply to overseas orders.
Terms of Payment -A payment of half of the price of the project will be due before commencement of any development work. This must be paid prior to the commencement of the project. Should this initial payment be waived for any reason, the Developer reserves the right to call-up the full invoice amount at the end of the three month period calculated from the first date at which the development commenced even if the project has not been signed off. Once the project is complete and approved by the client the final balance will be due at the end of the month or the extended three month period even if not signed off by client. Payment for this invoice shall be made within 7 days of the month following the date of issue of the invoice.
Late Payment - If payment has not been received within 7 days after the due date, your website and hosting will be switched off until payment is received. Unpaid accounts will incur late payment fees and reconnection costs as stipulated on the invoice.
All invoices must be paid in full within 7 days of the invoice date and the Developer will only carry out work where an invoice has been paid by the Client for the work, unless otherwise agreed at Developers discretion.
Additional work requested by the Client, which is not specified in the agreed quotation is subject to a separate quotation and the Developer reserves the right, to quote or accept additional work. If additional work is accepted by the Developer this may affect the timescale and overall delivery time of the project.
The Client can choose either to pay the full cost in one payment or split the cost into 2 payments to be agreed with the Developer. Should the cost be split into 2 payments then the first half of the payment is to be received before work commences and the second payment to be received at handover or after 3 months since project commencement, whichever comes first.
Once an invoice is sent to the Client, it must either be paid by bank transfer and sent with proof to sales@epoch.co.za.
The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Client may request that the Developer cancel a project in writing by emailing sales@epoch.co.za and the project can only be cancelled if development work has not been started on the project. If the Developer has commenced work and the Client no longer requires the files, the Client is still required to pay the Developer for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at the Developer's discretion.
The Developer reserves the right to remove it's work for the Client from the Internet if payments are not received.
9. LIABILITY AND WARRANTY DISCLAIMER
9.1 Acceptance Testing
The Client may conduct the acceptance tests on the deliverables as soon as possible after installation to ensure that they perform in accordance with the proposal. If a deliverable does not pass the acceptance test, we will correct the failure. The Client may then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
9.2 Maintenance and Enhancements
The Developer provides maintenance and enhancements services for its clients; however all maintenance and/ or updates are outside the scope of the design project and may be billable. When updates are required the Developer will provide time and materials based quotes for this work.
The Developer provides their website and the contents thereof on an "as is" basis and makes no warranties with regard to the site and it's contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
The Developer endeavours to provide a website within given delivery timescales to the best of it's ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees that the Developer is not liable for the absence of service as a result of illness or holiday.
The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
Whilst every effort is made to make sure files are error free, The Developer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If after handover, errors are found in code that the Developer has created, and the main browsers Google Chrome and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Developer can correct these errors for the Client at it's own discretion.
If after handover of website(s)/file(s), errors are found in code that the Developer has created, and the main browsers Google Chrome and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, the Developer can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed.
The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim,lawsuit, penalty, tax, or tariff arising from the Client's exercise of Internet ecommerce.
The Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
10. INDEMNIFICATION
The Client agrees to use all the Developer's services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney's fees against the Developer or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.
The Client also agrees to defend, indemnify and hold harmless the Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
11. NONDISCLOSURE
The Developer and any third party associates agree, that except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Developer to another party.
12. INTERPRETATION
The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of South Africa which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held, will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by South African Law and are under exclusive jurisdiction of the South African Courts.
The Developer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Developers web site at http://www.epoch.co.za.
By requesting services, requesting alterations, making a payment of invoice to use the services supplied or accepting a quotation, via email, sms, the postal service, telefax, Skype and social media networks, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.