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Terms and Conditions
A non refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the contract.· The remaining 50% shall become due when the work is completed to the reasonable satisfaction of the client but subject to the terms of clause 4.3 approval of work and clause 4.4 Rejected work hereof.· Gavalian Studio reserves the right not to begin the Work until the said deposit has been paid in full.· The fee quoted in the contract will also include the cost of domain registration, hosting set up fee or hosting. Maintenance Fees Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of $99 payable in any month where updating is necessary.· Fees will be assessed on an hourly basis at $50.00 per hour or part thereof. No fee will be required in a month where no updating is necessary.· Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee. DISCLAIMERS Third Parties Gavalian Studio can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although Gavalian Studio will endeavour to ensure that Website downtime is kept to a minimum. Maintenance and Correction of Errors Gavalian Studio takes no responsibility for the functionality or maintenance (unless a maintenance contract has been agreed) of the Website after the Work has been completed.· Errors (both technical and typographical) attributable to Gavalian Studio will be corrected free of charge, but Gavalian Studio reserves the right to charge a reasonable fee for correction of errors for which Gavalian Studio is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Gavalian Studio by the Client. Extent of Work Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.· No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client. Consequential Loss Under no circumstances will Gavalian Studio be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.· The client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure. Status and Duration of Offers Proposals and offers are valid for a period of one month from the date issued. Gavalian Studio is not bound to honour offers that have expired.· Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties.· This timetable must be agreed within the month that the offer is valid.· If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired. Search Engine Listings Gavalian Studio does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Gavalian Studio who determine whom they list and whom they will not.· The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all.· Gavalian Studio does not control Search Engines' algorithms and huge shifts can appear daily, weekly and even hourly. COMPLETION OF WORK AND PAYMENT Completion of Work Gavalian Studio warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client.· Gavalian Studio will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement.· Gavalian Studio will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client. Supply of Materials The client is to supply all materials and information required for Gavalian Studio to complete the work in accordance with the agreed specification.· Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials.· Where the client's failure to supply such materials leads to a delay in completion of the work, Gavalian Studio has the right to extend previously agreed deadlines for the completion of the work by a reasonable amount.· Where the client's failure to supply materials prevents progress on the work for more than 21 days, Gavalian Studio has the right to invoice the client for any part or parts of the work already completed. Supply of Content. The client will supply all text and information that will be placed on their website. Gavalian Studio will not be held responsible for the text provided to us from the client. If the client has provided Gavalian Studio the text from another source i.e website, book or leaflet then Gavalian Studio will not be held liable for any copyright infringement laws either in the UK, USA, South Africa, New Zealand or any other European country. Gavalian Studio will always notify the client that we will not be held responsible for any legal action if Gavalian Studio are· knowingly are using copyrighted text from another source by the clients request. All text is strongly recommend to be your own words, if you the client knowingly copy text from any source you must be prepared to take full responsibility and accept any legal action that may arise from your actions. Photographs Gavalian Studio may place stock photography photos and art work on your website to enhance the site and for design purposes. Any and all stock images used are licenced from iStockphoto.com or other third parties of which Gavalian Studio has purchased the rights and licence to use them within any of their designs. Any photos and art work sourced from iStockphoto.com or any other third party will remain the property of Gavalian Studio in which the images or graphics are licenced to from the third party. If the client canceles their contract with Gavalian Studio then they will be required to remove all stock images licenced to Gavalian Studio from their website prior to cancelling their contract, unless the client has purchased the copyright licence prior to cancellation. (see Transfering away) Approval of Work On completion of the work, the client will be notified and have the opportunity to review it. The client should notify Gavalian Studio, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the work which has not been reported in writing to Gavalian Studio as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment under clause 2.1 Fee Payable will become due. The contract will remain in effect until all obligations have been completed in terms of this clause. Rejected Work If the client rejects the work within the 7 day review period, or will not approve subsequent work performed by Gavalian Studio to remedy any points reported by the client as unsatisfactory, and Gavalian Studio considers that the client is unreasonable in his repeated rejection of the work, the contract will be deemed to have expired and Gavalian Studio can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment. Payment Upon completion of 7 day review period, Gavalian Studio will invoice the Client for the 50% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 14 days of the date that the invoice was issued. Remedies for Overdue Payment If payment has not been received by the due date, Gavalian Studio has the right to suspend ongoing work for client, until such time that full payment of the outstanding balance has been received.· If full payment (or remaining monthly payment) has still not been received 21 days after the due date, Gavalian Studio has the right to replace, modify or remove the Website and revoke the client's licence of the Work until full payment has been received.· By revoking the client's licence of the Work or removing the web site from the Internet, Gavalian Studio does not remove the client's obligation to pay any outstanding monies owing. Any aditional work that have not been discussed before and have not been listed in contract or invoice will be charged with $70 hourly rate.
INTELLECTUAL PROPERTY Offers and Proposals Offers and proposals made by Gavalian Studio to potential clients should be treated as trade secrets and remain the property of Gavalian Studio.· Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Gavalian Studio.· This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information. Warranty by Client as to Ownership of Intellectual Property Rights The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Gavalian Studio for inclusion on the Website.· The conclusion of a contract between Gavalian Studio and the Client shall be regarded as a guarantee by the Client to Gavalian Studio that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delist.· By agreeing to these terms and conditions, the Client removes the legal responsibility of Gavalian Studio and indemnifies the same from any claims or legal actions however related to the content of the Client's site. Domain Name Any Domain Name obtained will belong to the Client.· The Client agrees to indemnify Gavalian Studio, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party.· The client warrants that the domain name sought is not a trademark of a third party. Licensing Once Gavalian Studio has received full payment of all outstanding invoices and the work has been approved by the client in accordance with clause 4.3 hereof, the client will be granted a licence to use the website and its contents but does not own the website as a whole. All custom codeing stock photos, and design remain the sole prroperty of Web Design Stduio Ltd unless the copyright fee is paid. Trade Secrets Any code that is not freely accessible to third parties and not in the public domain, and to which Gavalian Studio or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Gavalian Studio.· Unless previously agreed otherwise in writing, no modifications may be made by the client or any third party to code to which Gavalian Studio or their suppliers owns the copyright.· Gavalian Studio acknowledges the intellectual property rights of the client.· Information passed in written form to Gavalian Studio, and that the client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the client. RIGHTS AND RESPONSIBILITIES Right to Terminate Gavalian Studio reserves the right to refuse or break a contract without prior notice, if it is believed that the client, their Website, or any material is illegal, immoral or otherwise unacceptable. Transferring Away / Break of Contract If you wish to transfer away from Gavalian Studio for what ever reason then you must give Gavalian Studio at least 30 days notice. There will also be an administration and copyright of content code and images fee to be paid to Gavalian Studio of $500.00, if you wish to keep the current website that Gavalian Studio created for you. You do not have the permission to take your website without notification as Gavalian Studio retains all copyright of the design custom coding/graphics and any images we have supplied. Clients that do not adherer to this rule will either be faced with legal action being taken against them for copyright, or will receive a fine of up to $10,000.00 Events Beyond the Control of Gavalian Studio Gavalian Studio will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Gavalian Studio. Supply and Pricing of Services Gavalian Studio reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements. INTERPRETATION Jurisdiction This Agreement shall be governed by the laws of USA which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Gavalian Studio and the Client.· The said contract is void where prohibited by law. Survival of Contract Where one or more terms of the said 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. Change of Terms and Conditions These terms & conditions may change from time to time.· The Client will be informed of revisions as and when they are issued. Internet Explorer Compatibility As of January 2010 Gavalian Studio will no longer support Internet Explorer 6 as part of the website design build process. if you wish for your site to be viewable in IE6 as it would in IE8 then we would require you to let us know beforehand. To create the site for this outdated browser will incur additional charges of at least half the quoted price to build the site for IE7, IE8, FireFox, Safari etc. Provision of Quotes All quotes will be accompanied with these trems and conditions, you will be required to sign and return both the quote and the terms and conditions to us if you accept the quote provided. Standard Terms and Conditions 1st March 2010
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