1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Brainsoft Software (P) Ltd.® for its clients.
2. OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of $100.00 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us 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% balance of the project price will become due.
7. REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project.
9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
11. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.
12. WEBSITE MAINTAINANCE
There are no required maintenance fees other than domain registration and hosting. Most people do some work on their site every year, for which we offer several plans. We can make certain parts of the site updatable by you by implementing a custom Content Management System, or installing a blog. For work we do on the site after going live, we charge on an hourly basis. If you expect that maintenance will be a regular occurrence, you can buy a prepaid maintenance contract that affords a discounted hourly rate. If need be, we can customize a maintenance plan for your particular needs, but no plan is required.
13. WEBSITE MAINTAINANCE PAYMENT OBLIGATIONS
Depending upon the nature of the website changes, prepayment may be required. Should the client be invoiced after the changes are completed, the invoice is due upon receipt. If payment is not received within 30 days, the maintenance changes may be taken down until payment is received. After 60 days, there may also be a $35 reposting fee added to the outstanding maintenance invoice balance.
14. DEVELOPMENT PROCESS
- Homepage Design : Once the site design is approved by the client, usually via email consent, the design is considered ready for implementation. Should the client wish to make changes to a design they have approved, those changes are billable at our standard hourly rate.
- Navigation : Once site outline/map is approved by the client, usually via email consent, the site navigation is considered ready for implementation. Combined with the approved graphic design, this becomes the site structure. Once we build this structure per client approval, any subsequent changes are billable at our standard hourly rate.
- Content : Provision of content is customers responsibility, unless specifically negotiated ahead of time as part of the project proposal.
- Text content - Copy for all website pages and links needs to be delivered digitally and should be carefully proof-read by the client. Two rounds of revisions will be provided free of charge. Subsequent revisions will be billable at our regular hourly rate.
- Copy development : Should client wish BSPL to develop content for the site, website copy is billable at our regular hourly rate. Development of copy is accomplished via BSPL Web Development interviewing the client about the topic areas to be addressed on their web pages. BSPL then composes appropriate copy, submits to the client for review, edit, and approval. Approved copy is then posted to the web pages.
- Graphical content : Images outside of the website design must be provided in digital form or in a form that can be easily scanned, unless otherwise provided for in customers contract. Subsequent revisions will be billable at our regular hourly rate.
- Database Implementation : Entry of data for database applications is considered clients responsibility. Entry of data by BSPL is billable, unless otherwise provided for in customers contract.
- Email - We offer free domain-based email accounts to our clients as part of any hosting contract. If site is not hosted by BSPL, we take no responsibility for setting up and troubleshooting email problems.
- Training : For websites with administrative control panels or content management systems, two (2) one-hour training sessions will be provided.
- Technical Support - We offer local and long-distance phone support to our clients. We do not normally bill for technical support depending on the source of the problem, its severity, and our time invested. If BSPL is not the source of the problem, technical support may be billable.
15. TRAINING & TUTORIAL
Because customer service is in integral part of our business strategy, all of our projects include a one-time complimentary training session in order for our clients to better make use of their new web technology. Additional training hours can be purchased at our standard hourly rate or applied against your existing maintenance contract.
16. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Brainsoft Software (P) Ltd. ® under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
19. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
21. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.
22. DOMAIN NAME REGISTRATION
This cost recurs annually. Domain name registration gives you exclusive rights to a certain name, such as www.mygroup.org, so that you can use it for your web-based purposes. You are NOT required to register a domain through us, but we strongly PREFER that you do. Many services are not honest in the way they sell names and we spend a lot of time helping people re-secure rights to the name they thought they had already purchased. If you have registered your own name, make sure you have yourself as the Registrant and Administrative Contact with a current, easily accessible email address. This will help to ensure that your domain can be renewed or transferred should the need arise. Domain name registration fees are not refundable.
This cost recurs annually. Hosting places the domain name on a particular server connected to the web, which allows you to post a website for viewing through a browser. You are NOT required to host through us, but we strongly PREFER that you do. Hosting comes with domain-based emails, bandwidth, storage space, database and security tools, and other features. Projects that involve custom programming must be hosted with BSPL to ensure the programs that we write will work. If you want to host your site on another server this must be disclosed before we begin programming.
- Hosting Renewal Payment Obligations: Your hosting account will be automatically renewed under the same time and fee structure unless you give written notice to BSPL 15 days before the renewal date that you do not wish to renew the account.
- Hosting Cancellation Payment Obligations: You may cancel at anytime. If you cancel before the first 30 days from the opening of your account, please refer to the details under "Limited 30-day Money Back Guarantee." If you cancel after the first 30 days, you will be obligated to pay all fees and charges accrued prior to the effective date of the cancellation. BSPL will refund the prepaid fees for basic hosting for the full months remaining after effective date of the cancellation, less any prior fees and charges, and an early cancellation fee of $25. Accounts that are terminated by BSPL for abuse or violations of internet standards or these terms and conditions will not receive any refund. All cancellations must be received in writing according to the deadlines indicated: regular mail and e-mail are acceptable. Phone requests will not constitute acceptance of any cancellation. Refunds will be issued back to you within 10 business days from your cancellation date.
- Hosting Transfer Payment Obligations: If you wish to transfer your hosting to another provider BSPL can, upon request, download your site onto a CD and mail it to you. The cost for this service $50 per copy. FTP access to your site is not available for transfer purposes.
- Sites NOT Hosted by BSPL: Should client decide to host their site on another server, BSPL cannot guarantee the all elements of the site will work. BSPL will make a reasonable effort to research the problem on the foreign platform to let the client know what we think the problem is. However, we cannot take responsibility for problems caused by or on another hosting server, including but not limited to email, FTP, SSL, database, server software, and site security issues. If BSPL believes it will take a significant amount of time to fix the problem, we will advise the client before proceeding. In most cases, fixing problems on a foreign hosting server is billable.
24. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of India. You and BSPL® submit to the non-exclusive jurisdiction of the courts in and of Uttar Pradesh in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
25. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “Joomla”, we endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Brainsoft Software (P) Ltd. ® and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
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