1. Definitions
The following terms and conditions document is a legal agreement between Wabes Digital Marketing Agency hereafter “Wabes” and “Client” for the purposes of web site design or development, SEO and PPC. These Terms and Conditions set forth the provisions under which the Client may use the services supplied. Wabes is an Internet web design, SEO provider offering the Client graphical design, web design, printed materials, HTML, CSS, Javascript and other related computer programming languages.
2. Contract Initiation
When the Client places an order to purchase a web site, business cards, templates, flyers, newsletters, SEO, PPC web site updates or other services from Wabes, the order represents an offer to Wabes which is accepted by Wabes only when an invoice is sent to the Client. The invoice equals acceptance by Wabes (or third party supplier) of Clients offer to purchase services from Wabes and this acceptance of work is a valid contract between Client and Wabes regardless of whether Client receives the invoice.
The contract is considered accepted by the client when the first payment is made by the client.
Wabes reserves the right to withdraw from the contract at any time.
3. Projects
– Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Wabes, in writing (email), of any unsatisfactory points within 7 days of receipt of such notification. Client is allowed to make 2 rounds of revisions after the initial presentation of work within agreed number of hours in the Scope of Work. Any of the Work, which has not been reported in writing to Wabes 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 balancing payment will become due.
– Rejected Work
Wabes will make every effort to remediate the points raised by the client as unsatisfactory provided they fall within the initial scope of work agreed which will not count towards the number of hours allotted for revision. If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Wabes to remediate the points reported by the Client as unsatisfactory, and Wabes considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Wabes can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment. Wabes keeps the deposit amount in this event.
Client may request that the Wabes cancel a project in writing and the project is cancelled only if Wabes confirms work has not been started on the project. If Wabes has begun or completed the work and the Client no longer requires the files, but have agreed to the work, they are still obliged to pay Wabes for the work that has been carried out.
– Alterations/Changes
All alterations for web site design, development, SEO and PPC projects are to be requested in writing by email. After the specified allowed # hours of alterations have been completed, Wabes 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. Wabes reserves the right to request payment be received for further alterations before continuing work.
Upon completion of a design, the website will go live on their specified domain name and once “live”, the Client agrees that any further design alterations are chargeable at a rate of $25 per hour.
– Information required from the client
Client agrees to provide any or all required information and content to Wabes in good time to enable Wabes to complete a design, SEO or web site work as part of an agreed project. Client also agrees that should they not provide all content in this 30 day period from the initial date of the first invoice, Wabes reserves the right without notice to cancel, reject, refuse sale to or work with a Client should they not adhere to this. There will be no refunds issued whatsoever once the project has commenced.
Web stores and or ecommerce sites require all of the images / content to be integrated into the site and must be provided before the project commences. If images / content is not forthcoming promptly then once the site structure is built, the images / content to hand will be used. Additional images / content that the client wants included after the framework has been built will be charged at a rate of $25 per hour.
4. Payment Terms
All prices quoted are prior to HST charges.
All invoices must be paid in full within 5 days of the invoice date and Wabes will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Wabes discretion.
Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and Wabes reserves the right whether to quote or accept additional work. If additional work is accepted by Wabes it may affect 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 Wabes. All payments are non refundable and 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 towards the end of work and before handover of finished files.
Once an invoice is sent to the Client it must either be paid either by bank transfer, check made payable to “Wabes” and sent with proof of posting to the Wabes ’s main postal address, Cash, Email Money Transfer (EMT) or paid online with major credit card via Paypal secure online payment.
Wabes reserves the right to decline further work on a project if there are invoices outstanding with the Client or there have been issues in the past with said client.
A non-refundable payment of the deposit is considered to be acceptance of a mutual contract and acceptance of the Terms and Conditions as stated in this document. The remaining amount agreed to verbally and stated on the invoice, shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause “Approval of Work” and Clause “Rejected Work” hereof. Wabes reserves the right not to begin the Work until the said deposit has been paid in full.
Wabes reserves the right to remove its work, website and email functionality for Client from the Internet if payments are not received.
Wabes endeavours to create pages that are search engine friendly, however, Wabes gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall Wabes be held liable for any changes in search engine rankings as a result of using Wabes code, SEO or PPC services.
For SEO and PPC services Wabes will put in the best effort to increase organic ranking of the client’s website and drive traffic to the website, however there is no guarantee on organic position improvement, a number of clicks or purchases as a result of our campaigns.
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 Client agrees that Wabes 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 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 Wabes reserves the right to quote for work to repair the web site.
Wabes reserves the right to assign subcontractors in whole or as part of a project if needed.
5. Permission and Copyright
Client hereby agrees that all media and content made available to Wabes 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 Wabes from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that Wabes reserves the right to include any work done for the Client in a portfolio of work.
6. 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 Wabes from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.
7. Web Browsers
Wabes shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer, Google Chrome and Mozilla Firefox latest releases. Client agrees that Wabes 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 Internet Explorer, Google Chrome and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, Wabes reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.
8. Liability and Warranty Disclaimer
Wabes endeavors to provide a web site within given delivery time frame to the best of its ability. However, the Client agrees that Wabes is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timeframe.
The Client agrees Wabes is not liable for absence of service as a result of illness or holiday.
The Client agrees Wabes is not liable for any failure to carry out services for reasons beyond it’s control such as 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.
Wabes 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.
On handover of files from Wabes to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, Wabes cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Wabes has created and the main browsers Internet Explorer and Mozilla Firefox then Wabes 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.
There are sometimes laws / taxes / shipping issues which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Wabes and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
9. Non-Disclosure
Wabes and any third party associates agrees 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 Wabes to another party.
10. Interpretation
Wabes 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. Wabes 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.
