Adit Marketing – Web Development & Maintenance – Terms & Conditions

DEFINITIONS

THE AGREEMENT: Refers to this agreement including hours, dates and terms as outlined in the above contract.

MILESTONES: The agreed to date and content to be delivered according to the stages in the contract.

PROJECT: Product to be delivered and all events and work relevant to completing that.

PAYMENTS:

Website Development payment (if monthly payment option not chosen) 30% deposit prior to project start 30% payment on Site approval prior to site live. Final payment on site sign off or 14 days after site live.

Monthly Payment option as per proposal.  Cancellation prior to completion of instalments will require the full payment for services completed to date.

In relation to our Services, Adit Marketing may issue invoices for:

• payment as indicated in our Pricing Structure or estimate;
• for Additional Costs on an ad hoc basis as agreed.
• Refunds will not be issued for paused work due to clients change of mind or not providing required information.
• Adit Marketing reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Adit Marketing is not responsible and changes to the requirements, expectations or hardware and Software environment, and extra work required caused by faults or defects in any service provided by a third party.

GST: Unless Adit Marketing expressly state otherwise, the Fees and Additional Costs do not include GST.

EXCEEDING THE SCOPE: If the Client requests work outside of the scope outlined in the original agreement and this request is presented with 14 days notice or reasonable achievement time prior to milestones, the hours budgeted for in the project can be renegotiated, ordinarily attracting a change to the quoted payments.

If the request is lodged with less than 14 days or reasonable completion time, Adit Marketing has the right to discuss the request and deny it for being outside the scope of the original agreement.

SOFTWARE COSTS:  All software costs for the ongoing performance of the website are the responsibility of the client if they have not been included in the quote. Adit Marketing will source and provide additional quotes for the recommended software to complete the project.

TESTING AND ACCEPTANCE: On the completion of the project, the Client has 7 working days to contact Adit Marketing with objections or reasonably small changes. The project, following this period, will be considered acceptable to the Client. If the Client has any objections or small changes requested, Adit Marketing is entitled to a period of 10 working days of ‘cure period’ in which to correct the objections.

COPYRIGHT: Adit Marketing retains full ownership of design concepts and materials it produces. Once a final site is delivered to the Client and full payment is received, complete ownership rights to the concept transfer to the client. Unused concepts remain the property of Adit Marketing. Adit Marketing may still use paid-for concepts in its promotional materials and in its design portfolio.

Unless the client requests otherwise, Adit Marketing retains the right to display a small byline claiming design/build credit on works it produces.

Until final payment Adit Marketing retains ownership of all artwork and website architecture. Adit Marketing reserves the rights to certain elements used to create your images including fonts, patterns, stock images, textures, colour palettes and other non exclusive items.

Adit Marketing reserves the right to use stock images in the creation of designs if required. Costs of this will be outlined to the client prior to purchase if not included in the proposal quote.

Copyright will remain property of Adit Marketing till such time an agreement is in place. As part of Adit Marketing’s terms of business, the copyright license is automatically released to the client on receipt of final payment for the commissioned work. Adit Marketing reserves the right to use all work produced, concepts produced in the course of the project (including those concepts not selected) and revisions for the purposes of promoting Adit Marketing in print or digital media portfolios, social media and blogs, except where the client has specifically requested in writing otherwise.

AMENDMENTS TO TERMS AND CONDITIONS: All and any amendments to the terms and conditions outlined in this submission must be provided in writing by “The Client” and signed by an authorised representative of Adit Marketing prior to the commencement of work outlined in this submission.

DISCLAIMER: Adit Marketing cannot be held accountable for differences in the Client’s expectations of the outcome and the final product. As a professional with working knowledge and insight into website practices, Adit Marketing endeavors to create solutions that best suit the requirements and the realization of the Client’s ideas that will benefit both parties in fulfillment of needs.

POST IMPLEMENT WARRANTY: (90 days) The Fees for website development include the provision of a limited warranty for a period of 90 days following website launch.  The determination of warranty labour is at Adit Marketing’s discretion.

COMMENCEMENT OF WORK: These Terms and Conditions govern your access and use of the services of Adit Marketing. By commissioning Adit Marketing you agree to abide by the Terms and Conditions and any additional guidelines, restrictions or codes that may be posted in connection with specific sections or services of Adit Marketing All such guidelines, restrictions or codes are hereby incorporated by reference into these Terms and Conditions.

Agreement to work with, submission of site requirements and deposit payment to Adit Marketing signifies agreement to these terms and conditions.

GOODWILL: This proposal assumes goodwill from both parties with reference to the following statement:

What can reasonably be achieved in the time frame Making best use of resources to achieve the most effective outcomes.

Both parties agree to uphold this statement by providing each other with courtesy of time and respect for each other’s skill in a collaborative spirit.

FORCE MAJURE: Adit Marketing shall not be liable for any failure or delay in supply or delivery of products/ services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Adit Marketing including but not limited to war, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.

LIABILITY AND LITIGATION: The clients warrants and represents that it has the full right, power and authority to use all information or material that it has provided to Adit Marketing including, without limitation, the above-referenced text and visual images. Because such information and materials will be transmitted, published, and displayed to third parties, the client agrees to defend, indemnify, and hold Adit Marketing harmless against all claims, suits, costs, damages, judgments, attorney’s fees, settlements or expenses incurred, claimed, obtained or sustained by third parties, whatever the cause of action including, without limitation, defamation, misappropriation, invasion of privacy, intellectual property infringement, or otherwise, whether such claims are meritorious or not, with regard to said website.

Under no circumstances shall Adit Marketing be liable to the Client for an indirect or consequential loss suffered by the Client relying on the information included in the Supplies prepared by Adit Marketing including (without limitation) loss of profit, loss of Contracts or pure economic loss. Any liability is strictly limited to the direct losses associated with remedial costs of the Supplies only, not to include claims for delays, out of sequence working, non productive overtime, award of costs, etc. Liability to any third party for any reason is specifically excluded unless separately agreed in writing.

APPROVAL OF SITE: Adit Marketing endeavors to be thorough, however, no responsibility will be taken for grammatical errors or incorrect information on any project that has been signed off and made live. The client is to proof read and approve all text and all relevant graphics. This includes the accuracy of infographics and representations of data. Written confirmation and approval shall be conclusive.

CREDITS: Adit Marketing retains the right to reproduce, publish and display the final project in portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of Adit Marketing excellence or professional advancement, and to be credited with authorship of the Project in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

TERMINATION POLICY: In the case of project cancellation by the client, complete ownership of the graphics and concepts remains with Adit Marketing. Any deposits made at the completion of each milestone are nonrefundable and reflect the service and work put into the project by Adit Marketing. In the case of cancellation by Adit Marketing, complete ownership remains with Adit Marketing. Milestones will be refunded, depending on the circumstances of the reason for cancellation.

CONFIDENTIALITY: Adit Marketing will not divulge any info except in the course of their duties to anyone whatsoever (including other clients and competitors) without written consent from the client. After the Project has been completed, Adit Marketing agrees to only publish and display design work that is not sensitive and only after the completion of the project

ADDITIONAL SERVICES – Additional services not listed herein will be provided for an additional  fee as per the proposal or an agreed upon fee . Search engine optimization (SEO), developing new content, or writing new copy for Client are not included in Maintenance Packages, but a quote can be provided.

INDEMINIFICATION:  The client shall indemnify and hold harmless Adit Marketing (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Adit Marketing as a result of any claim, judgment, or adjudication against Adit Marketing related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Adit Marketing (the “Client Content”), or (b) a claim that Adit Marketing’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Adit Marketing must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations.

CLIENT REPRESENTATION

The client makes the following representations and warranties for the benefit of Adit Marketing:

Client understands, acknowledges and agrees that:

• The amount of time allocated for updates to text, images, and other minor changes, is determined by the Maintenance Package purchased and will be billed in fifteen (15) minute increments.
• Once the time allocated in their Maintenance Package has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing. Unless by the clients request these tasks are to be completed and billed for at the extras rate, in the current month.
• All monthly updates are scheduled in a process and a workflow that aims to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
• Client understands that if they provide Adit Marketing with a maintenance task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.
• Website updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
  CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate quote
• If the Client’s website is not hosted with Adit Marketing, we have no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.
• Adit Marketing has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
• Unused time is not accumulative and does not transfer from month to month.
• Adit Marketing will make every effort to ensure correct grammar and spelling but is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• Adit Marketing is not responsible for changes made to Client’s web site(s) by other parties, including the Client themselves.
• If a party, including the Client, other than Adit Marketing makes changes to the web site’s code, any errors that are created must be repaired and will be charged for at the hourly rate specified above.
• Adit Marketing is not responsible for third-party plugins or software that may become unusable as a result of Maintenance Services performed.