THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACT BETWEEN G WEB PRO AND THE CLIENT.
1. DEFINITION OF TERMS
G WEB PRO – G WEB PRO (Hereafter as G Web Pro) having its principal place of business at 5399 Eglinton Ave W #212, Etobicoke, ON M9C 5K6, aforesaid
The Client – the entity which enters into a contract with G Web Pro.
Domain Name – the root address of a website, e.g. www.gwebpro.com All such names must be registrered with the appropriate naming authority, which will usually charge a fee.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – the company on whose system the Website Physically resides.
Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – a collection of web pages and associated code which froms an integrated presence
The Work – the subject matter of the contract between the Client and G Web Pro.
2.1 Fee Payable
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. G Web Pro reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting.
2.2 Maintenance Fees
Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of $50 payable in any month where updating is necessary. Fees will be assessed on an hourly basis at $50 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.
3.1 Third Parties
G Web Pro can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although G Web Pro will endeavour to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
G Web Pro takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been conpleted. Errors (both technical and typographical) attributable to G Web Pro will be corrected free of charge, but G Web Pro reserves the right to charge a reasonable fee for correction of errors for which G Web Pro 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 G Web Pro by the Client.
3.3 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.
3.4 Consequential Loss
Under no circumstances will G Web Pro 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.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. G Web Pro 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.
Below part (3.6) is optional
3.6 Search Engine Listings
G Web Pro does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not G Web Pro 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. G Web Pro does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
G Web Pro warrants completing the work in accordance with its standard Terms and Conditions to the specifications previously agreed with the Client. Client acknowledges that G Web Pro is not bound by any set deadline due to the fact there are many aspects of development which require information from the client and other 3rd parties, response times from client and/or 3rd parties can delay a project beyond the control of G Web Pro. G Web Pro will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. G Web Pro will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for G Web Pro 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, G Web Pro 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, G Web Pro has right to invoice the Client for any part or parts of the work already completed.
4.3 Approval of Work
On completion of the work, the Client will be notified and have the opportunity to review it The Client should notify G Web Pro, 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 G Web Pro 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.
4.4 Rejected Work
If the Client rejects the work within the 7-day review period, or will not approve subsequent work performed by G Web Pro to remedy any points reported by the Client as unsatisfactory, and G Web Pro considers that the Client is unreasonable in his repeated rejection of the work, the contract will be deemed to have expired and G Web Pro can take any legal measures to recover both payment for the completed work and reasonable expenses incurred in recovering payment.
Upon completion of 7-day review period, G Web Pro will charge 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 21 days of the date that the invoice was issued.
4.6 Remedies for Overdue Payment
If Payment has not been received by the due date, G Web Pro 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 has still not been received 21 days after the due date, G Web Pro 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, G Web Pro does not remove the Client’s obligation to pay any outstanding monies owing. G Web Pro reserves the right to a legal action against the Customer for any outstanding balance. Customer is responsible for paying all taxes, government charges, reasonable expenses and legal fees G Web Pro incurs collecting outstanding amounts. For outstanding amounts, G Web Pro will charge a $40 monthly administration fee in addition to the Canadian prime bank rate. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 30 days after the initial charges.
4.7 Payment Disclosure
Customer acknowledges and agrees that any credit card, related billing and payment information that Customer provides to G Web Pro may be shared by G Web Pro with companies who work on G Web Pro’s behalf, such as payment processors and/or sales agents, solely for the purposes of effecting payment to G Web Pro and servicing Customer’s account. G Web Pro may also provide information in response to all valid legal processes, or to establish or exercise its legal rights or defend against legal claims. G Web Pro shall not be liable for any use or disclosure of such information by such third parties.
5. INTELECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by G Web Pro to potential clients should be treated as trade secrets and remain the property of G Web Pro. 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 G Web Pro. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 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 G Web Pro for inclusion on the Website. The conclusion of a contract between G Web Pro and the Client shall be regarded as a guarantee by the Clients to G Web Pro 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 infraction. By agreeing to these terms and conditions, the Client removes the legal responsibility of G Web Pro and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify G Web Pro, 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. The developer will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. This is not a source of income for the Developer. If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host.
Once G Web Pro 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.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which G Web Pro 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 G Web Pro. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third-party to code to which G Web Pro or their suppliers owns the copyright. G Web Pro acknowledges the intellectual property rights of the Client. Information passed in written form to G Web Pro, 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.
5.6 Images and Content
Any images or content used on the website is the sole responsibility of the client. The client ensures there is no copyright law broken when using directly or accepting to use any text or image content on the website, banner ads, social media accounts, press releases, blogs, etc. By accepting any content to be displayed on the site, this includes agreeing to launch the project, the client accepts all responsibility related to the content and images used on the website.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
G Web Pro 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.
6.2 Events Beyond the Control of G Web Pro
G Web Pro will not be liable for breach of contact where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of G Web Pro.
6.3 Supply and pricing of Services
G Web Pro 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 notices and without affecting existing contractual pricing agreements.
6.4 Web Site Design Credit
All G Web Pro web design clients will have a website design by G Web Pro link on their website in the footer of every page. This is non-negotiable. By hiring G Web Pro to work on your website you are agreeing to this, and that you understand that this link may NOT be removed without consent You may pay G Web Pro a fee of $1250 to have this link permanently removed. Should you have a new layout designed for your site by a company other than G Web Pro, you may remove the credit from your website.
6.5 Copyright & Ownership
Upon completing of the project, G Web Pro transfers all rights and ownership of custom designs and programming written by G Web Pro to the client. Software and third party graphics or programs are not transferred to the client and remain under copyright of their respective owners All Pre-Designed websites may be purchased from a third party and thus all rights, ownership of design and programming are not transferred to the clients and client cannot claim intellectual property rights or exclusive ownership Pre-designed websites may also be used as templates to create websites for other clients. Original design files may be given to the client depending on the circumstances If design is being transferred to another service provider a rate of $200 per webpage will be charged. if requested within the first 12-months of site development.
G Web Pro reserves the right to resell custom designed web sites that remain unpaid by the original client, unaccepted mockups or other graphics created by G Web Pro but not in legal use by the client. G Web Pro reserves the right to display websites and graphics that have been designed by G Web Pro on her website, and in any marketing material to aid as examples of our work.
Website designs and mock-ups submitted for the purpose of Request for Proposal are property of G Web Pro until the quote is paid Duplication, simulation or alteration of the design by the client or another service provider is prohibited. If in the instance the mock-up designs are transferred to another service provider, G Web Pro reserves the right to bill the client the original quoted price with an additional $900 charge for misappropriation of copyrighted materials.
This Agreement shall be governed by the laws of Canada which shall claim venue and jurisdiction for any legal action or claim arising from the contract between G Web Pro and the Client. The said contract is void where prohibited by law.
7.2 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.
Please not that by submitting your down payment for our services you are agreeing to all of our terms of service as written here. G Web Pro reserves the right to change or update these terms at any time without prior notice.
8.1 Hosting Fees and Terms
Unless otherwise agreed to in writing, this contract constitutes a minimum 12-month commitment to hosting, after which the hosting contract will be automatically renewed on a yearly basis. Site Owner must notify G Web Pro in writing, either by email or by regular mail, of the termination to this contract. Hosting fees will be automatically billed to the credit card provided on the renewal of each year term. Decline of the credit card payment will result in interruption of hosting until payment is received.
Standard monthly hosting fees are guaranteed for the initial 12-month contract for up to 1GB of Storage. For storage over 1GB, please inquire for pricing
8.2 Email Account
Customers subscribing to optional email will receive up to three email account associated with their domain name The sending of unsolicited emails (SPAM) will not be tolerated. Violation of this provision will result in immediate cancellation of email account. Individual emails, either sent or received, must not exceed 5 MB. Exceeding this size may result in mail being returned to the sender, interruption of email service, rejection of email, and in extreme cases, freeze or reboot of computer operating system.
8.3 Website Traffic Reporting
Website Traffic Reporting subscribers will receive monthly activity reports through email. Reports provide detailed information about the number of visitors to Site Owner’s website, the individual pages visited and referrals to the Site Owner’s website from other websites and Search Engines.
8.4 Search Engine Submission & Placement
G Web Pro makes no guarantees, claims or promises as to the positioning of any website in the Search Engines. For a one-time fee of $35, G Web Pro will submit Site Owner’s website to over 20 Search Engines, including well known engines such as Yahoo, Google and MSN, but makes no guarantees that Search Engines will accept and list Site Owner’s site after submission. Search Engine Placement is the sole responsibility of the Site Owner.
8.5 Mobile Website Development
All the above terms and conditions for website development also apply for mobile website development.