TERMS & CONDITIONS

These are the standard terms and conditions for all Astroweb services and apply to all contracts verbal, electronic or written and to all work undertaken by Astroweb for its clients.

OUR FEES AND DEPOSITS

A deposit/drafting fee of 50% of the total fee payable under our proposal is due immediately upon the client instructing us to proceed with any works. The remainder shall become due when the work is complete to the clients 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/drafting fee 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 the client terminates the contract through no fault of Astroweb.

ADDITIONAL WORK

Additional work (hourly rate) shall include (but is not limited to):

-Any requests not contained in the original client brief

-Any substantial changes requested after presentation of a second draft that were not included in clients notes on the first draft

-Any work required after the site is live

-Multiple changes presented after second draft not owing to misinterpretation of initial briefing, first or second draft notes. i.e. if the client changes their mind about what they want later than the second draft.

SUPPLY OF MATERIALS

Unless otherwise agreed, the client must supply all materials and information required by us to complete the work. 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 of time. Where the client fails to supply materials, and that prevents the progress of work, we have the right to invoice the client for any part or parts of the work already completed.

VARIATIONS

We are pleased to offer the client 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 ($20 per revision) if the client makes a change to the original design specification. Our website development phase allows certain variations to the original specification. However any changes from the specification after drafting phases have been approved and published will be charged at an hourly rate of $60.

PROJECT DELAYS AND CLIENT LIABILITY

Any time frames or estimates that we give are contingent upon the clients full co-operation in providing all necessary content for the site, access to servers as required, etc. During development there is a certain amount of feedback required in order to progress to subsequent phases. The client is required to provide a single point of contact who can be made available on a daily basis in order to expedite the feedback process.

UNFORSEEN CIRCUMSTANCES

Astroweb shall not be liable nor shall this Agreement be terminable or cancelable by reason of, any delay or default in such parties performance hereunder if such default or delay is caused by events beyond such parties reasonable control including, but not limited to, illness and other unforeseen circumstances. We agree to use our best efforts to resume performance hereunder if such performance is delayed or interrupted by reason of such forces majeure as listed above.

WEBSITE MAINTENANCE/UPDATING + MONITORING OF SECURITY ISSUES

Where the client opts for this on-going service under management by Astroweb, it is limited to:

– Monitoring security issues and addressing any issues that arise

– Updating of wordpress version

– Updating of plugins

– Addressing any conflicts that arise from said updates. Addition of new content, layout changes or any other changes to the appearance or functionality of the site are not included. Any such changes will be addressed and charged on a case by case basis.

APPROVAL OF WORK

The client will be notified upon completion of the work, at such time the client has the opportunity to review the work. The client must notify Astroweb in writing of any points to be changed within 14 days of such notification. The client accepts that review of work submitted after 14 days will be subject to delay. Any work that has not been flagged for changes within 42 days shall 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 80% balance of the project price will become due.

REJECTED WORK

If the client rejects any work within the 14-day review period, or does not approve subsequent work performed by to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that the client has 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. Deposit is non refundable.

PAYMENT

We will invoice the client for the 50% balance non refundable deposit of the project once agreed in writing to start working on the project. .We will invoice the client for the remainder 50% balance of the project before the site goes live/published. Ownership of the end product will not be transferred until payment is received in full. If payment for work agreed upon and completed is not received within one month, we reserve the right to revert any changes made or remove any work completed.

WARRANTY BY THE CLIENT AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

The client 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 the client supply to us to include in the clients website or web applications. The client must indemnify us against any claims or legal actions related to the content of the clients website. We have rights to all stock images we use from our stock account, These images are our property at use by our clients when agreed upon.

LICENSING

Once the client has paid us in full for our work we grant to the client a license to use the website and its contents for the life of the website. Any professional 3rd party software that must have a licence will be bought by the client, links to the relevant 3rd party softwares will be supplied by Astroweb. The use of these 3rd party software may not be disclosed at the beginning of the project.

SEARCH ENGINES

We do not guarantee any specific position in search engine results for the clients website. Unless otherwise arranged we perform basic search engine optimization according to current best practice.

CONSEQUENTIAL LOSS

We shall not be liable for any loss or damage which the client may suffer which is in any way attributable to any delay in performance or completion of our contract, howsoever that delay arises. It is our sole intention to provide our client with top quality work and designs to set apart from the competition.

DISCLAIMER

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 the client are excluded. Without limiting the above, to the extent permitted by law, any liability of Astroweb 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.

SUBCONTRACTING

We reserve the right to subcontract any services that we have agreed to perform for the client as we see fit.

NON-DISCLOSURE

We (and any subcontractors we engage) agree that we will not at any time disclose any of the clients confidential information to any third party.

ADDITIONAL EXPENSES

The client agrees 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.

BACKUPS

Unless otherwise arranged, the client is responsible for maintaining the clients own backups with respect to the clients website and we will not be held 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.

OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING/EMAILS

We will supply to the client account credentials for domain name registration and/or web hosting that we purchased on the clients behalf when the client reimburses us for any expenses that we have incurred. If the client elects to have the website hosted with a company of our choosing that is shared with other clients, access to the hosting and site may be limited or denied to the client. If the client decides to use our partnered hosting service they understand that it is subject to the terms and conditions of that partner company. We do not guarantee security or uptime. We are not responsible for losses that arise due to the partner companies operations.

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 Canada. The client and Astroweb submit to the non-exclusive jurisdiction of the courts of Canada in relation to any dispute arising under these terms and conditions or in relation to any services we perform for the client.

CROSS BROWSER COMPATIBILITY

By using current versions of well supported content management systems such as “Joomla, WordPress etc.”, 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.

E-COMMERCE

The client is responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will indemnify Astroweb and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from you or your clients’ use of Internet electronic commerce.

LIABLITY

Astroweb are not liable for any losses, damages or penalties sustained as a result directly or indirectly from the use of our products or services.

INTERPRETATION

Astroweb 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. Astroweb shall be the sole arbiter in deciding what constitutes a breach. All payments are non refundable. This agreement shall be governed by the laws of Canada which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law. 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 Canadian Law and are under exclusive jurisdiction of the Canadian Courts.

Astroweb reserves the right to alter these Terms and Conditions at any time without prior notice.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.