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DIGIBEE.NET - business licensed in Ontario having its principal place of business at 36 Carfrae Cres. aforesaid.
THE CLIENT - the person who or entity which enters into this contract with DIGIBEE.NET
Domain Name - the root address of a website, e.g. (www.)webaddress.com. All such names must be registered with the appropriate naming authority, usually through a registrar and for fee.
Website - a collection of web pages and associated code which forms an integrated presence.
The Work - the subject matter of the contract between THE CLIENT and DIGIBEE.NET
Design Concept - an image file ( usually a .jpg, .png, .gif or .pdf) with suggested (by DIGIBEE.NET) look or visual direction for the website. The image may be of one page only, representing the proposed overall website look, layout or style, and does not necessarily incorporate all or current copy as provided by the client. Concepts may be filled with random Latin text instead for illustration purposes. Hyperlink - a clickable link on a web page to another page, file or site on the web. Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Downtime - time when the website is not accessible via the Internet because of a technical failure of the Host, data center, data center's network or because work is being carried out on the site.
Host - the company on whose system the website physically resides.
A non-refundable deposit of 40% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 60% 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. DIGIBEE.NET reserves the right not to begin the Work until the said deposit has been paid in full. Unless otherwise explicitly stated, the fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting.
Standard Maintenance Plan for small to medium sites, if included in the contract, is based on a monthly fee of $30 ( add $5 a month for SSL support, with SSL certificate and installation ) unless another maintenance plan is selected by THE CLIENT or another agreement is reached. This fee includes half hour of maintenance time and basic business hosting package as described on the DIGIBEE.NET website. Additional fees will be assessed on an hourly basis at $50 per hour or part thereof unless another maintenance plan is selected. Fees will be invoiced biannually or when the outstanding balance reaches $100. Maintenance fees are subject to rare change upon sufficient notice.
Search engine submissions, re-submissions and search engine optimization other than any original submissions and optimization agreed to in the contract fee, will be performed upon request and counted as maintenance time.
DIGIBEE.NET can take no responsibility for third-party CMS, widget or plugin software used, embedded third party code and content, or services provided by third parties through us or otherwise, including the Hosting of THE CLIENT's Website - although DIGIBEE.NET will endeavour to ensure that Website downtime is kept to a minimum, 99.5% uptime guarantee applies only to the DIGIBEE.NET hosting plans and not to a third party VPS that DIGIBEE.NET may agree to manage for you for a fee.
Unless a maintenance contract is in place DIGIBEE.NET takes no responsibility for maintenance of the Website after the Work has been completed. However, errors (both technical and typographical) attributable to DIGIBEE.NET will be corrected free of charge within a period of one year of project completion, but DIGIBEE.NET reserves the right to charge a reasonable fee for correction of errors for which DIGIBEE.NET is not responsible, including, but not limited to malicious or non-malicious modification of the Website by a third party and typographical errors contained in materials provided to DIGIBEE.NET by THE CLIENT.
Installation on the Internet is limited to the uploading of all necessary files to the Host, testing of functionality and troubleshooting. No registration of the domain, online marketing campaign or submission of the Website with Search Engines will be undertaken unless otherwise agreed with THE CLIENT.
Under no circumstances will DIGIBEE.NET be responsible or liable for financial or other loss or damage caused by downtime, failure or use or misuse of its software, code or design, hosting, and email services. THE CLIENT should keep backups of their email folders, request from time to time physical (CD or such) backup copy of their website, and make sure that alternate channels of communication and contingency plans are in place to minimize possible losses as a result of software, hardware or human failure.
NOTE:
THE CLIENT may request a website and database backup. DIGIBEE.NET would make such backup instance upon request. Moreover THE CLIENT may also negotiate regularly recurring website backups at additional recurring fee. However, most Content Management Systems enable end users and hence THE CLIENT to make backups of the database and content at times when such backups are most pertinent and timely.
Note that backup is a less likely issue with static websites hosted, updated and maintained by DIGIBEE.NET because DIGIBEE.NET keeps an offline backup of the last version DIGIBEE.NET posted for each client. Therefore, it is not a likely issue unless THE CLIENT decides to make an update or updates to their static website on their own using FTP, cPanel, Plesk without the help of DIGIBEE.NET. Nonetheless, a physical copy of the website request from time to time or when the website changes significantly is highly advisable.
Proposals and offers are valid for a period of three weeks from the date they are issued. DIGIBEE.NET is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed upon by both parties. This timetable must be agreed upon within the three weeks that the offer is valid and must within a week be followed up by payment of the retainer and signing of The General Agreement, The Works, and The Standard Terms and Conditions. If an acceptable timetable has not been approved by both parties within three weeks of the offer being made, the offer is deemed to have expired.
DIGIBEE.NET does not guarantee listings, placements or rank on Search Engines and THE CLIENT accepts that it is Search Engines and not DIGIBEE.NET who determine whom they list and whom they do not. THE CLIENT further understands there is no guaranteed placement or rank on the Search Engines and that a website may never even appear on Search Engine results at all. DIGIBEE.NET does not control Search Engines' algorithms, and huge shifts in position and ranking may appear daily, weekly and even hourly.
DIGIBEE.NET warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with THE CLIENT. DIGIBEE.NET will not charge more than the amount previously agreed unless THE CLIENT has varied the specifications of the Work since the agreement. DIGIBEE.NET will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from THE CLIENT.
THE CLIENT is to supply all materials and information required for DIGIBEE.NET 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, DIGIBEE.NET 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 two weeks, DIGIBEE.NET has the right to invoice THE CLIENT for any part or parts of the Work already completed.
On completion of the Work, THE CLIENT will be notified and have the opportunity to review it. THE CLIENT should notify DIGIBEE.NET, in writing, of any unsatisfactory points within two weeks of receipt of such notification. Any of the Work which has not been reported in writing to DIGIBEE.NET as unsatisfactory within the two-week 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 60% 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.
If THE CLIENT rejects the Work within the two-week review period and will not approve subsequent Work performed by DIGIBEE.NET to remedy any points reported by THE CLIENT as unsatisfactory, and DIGIBEE.NET considers that THE CLIENT is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and DIGIBEE.NET may take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of two-week review period, DIGIBEE.NET will invoice THE CLIENT for the 60% 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 one month of the date that the invoice was issued.
If payment has not been received by the due date, DIGIBEE.NET 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 one month after the due date, DIGIBEE.NET 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, DIGIBEE.NET does not remove THE CLIENT's obligation to pay any outstanding monies owing.
Offers and proposals made by DIGIBEE.NET to potential clients should be treated as trade secrets and remain the property of DIGIBEE.NET. 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 DIGIBEE.NET. This includes, but is not limited to, technical features, functionality, aspects of the design, contract and pricing information.
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 DIGIBEE.NET for inclusion on the Website. The conclusion of a contract between DIGIBEE.NET and THE CLIENT shall be regarded as a guarantee by THE CLIENT to DIGIBEE.NET 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 delict. By agreeing to these terms and conditions, THE CLIENT removes the legal responsibility of DIGIBEE.NET and indemnifies the same from any claims or legal actions however related to the content of THE CLIENT's site.
Any Domain Name obtained on behalf of THE CLIENT will belong to THE CLIENT. THE CLIENT agrees to indemnify DIGIBEE.NET, 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.
Once DIGIBEE.NET 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 full ownership/ licence to use the Website and its contents as its owner, save any material that has other contractual strings attached and is subject to limits defined by its respective licensing terms, for example, third-party stock images, scripts, embeddable players, or content management systems whether proprietary or open source.
Any code that is not freely accessible to third parties and not in the public domain, and to which DIGIBEE.NET 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 DIGIBEE.NET. Unless previously agreed otherwise in writing, no modifications may be made by THE CLIENT or any third party to code to which DIGIBEE.NET or their suppliers owns the copyright. DIGIBEE.NET acknowledges the intellectual property rights of THE CLIENT. Information passed in written form to DIGIBEE.NET, 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.
DIGIBEE.NET believes in authors' right to have their work credited and therefore reserves the right to include a small linked site credit in the footer (at the bottom of the page), the meta-tags code of the HTML and comments in the CSS code. This notice is limited to the words "Website design by digibee.net", "Designed by digibee.net", "Designed by Mike Cygalski of digiBee.net" or similar. Since DIGIBEE.NET keeps its marketing costs low and passes the saving to its clients by keeping the credits where they belong, the total fee quoted in The Works reflects these savings. Should THE CLIENT desire removal of the credit from THE CLIENT's website, THE CLIENT should renegotiate the quote for The Works before the contract is signed. After the contract is signed, the fee for visible credits removal is fixed at $350 per site.
DIGIBEE.NET believes in authors' right to take credit for their work and reserves the right to mention and present previous work to potential clients and/or web visitors, be this on the DIGIBEE.NET portfolio and/or the portfolio of the person within DIGIBEE.NET directly responsible for the design, coding, styling, writing or photography.
THE CLIENT may terminate this contract for any reason with a written notice up to three weeks after signing the contract if THE CLIENT gives up any claim to the 40% non-refundable retainer fee paid upon signing of the contract. This is to prevent DIGIBEE.NET from working on the initial concept for free and to cover some of the cost resulting from scheduling THE CLIENT's project ahead of other potential projects and/or rejecting other potential projects with similar time frame.
THE CLIENT may request that the 40% non-refundable retainer fee be returned if THE CLIENT terminates the contract upon failure of DIGIBEE.NET to deliver a design concept within the three weeks and that failure does not result from the CLIENT's failure to provide materials necessary for the concept; also see 4.2 herein.
DIGIBEE.NET may terminate this contract if THE CLIENT fails to provide materials necessary to complete The Works; also see 4.2 herein. Furthermore, DIGIBEE.NET reserves the right to refuse or break a contract without prior notice, if it is believed that THE CLIENT's activities, website, or any material on or for the website is/are illegal, unethical or promote/s hate.
DIGIBEE.NET 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 DIGIBEE.NET.
DIGIBEE.NET 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 affecting existing contractual agreements.
This Agreement shall be governed by the laws of Ontario & Canada which shall claim venue and jurisdiction for any legal action or claim arising from the contract between DIGIBEE.NET and THE CLIENT. The said contract or part thereof is void where prohibited by law.
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.
These terms & conditions may change from time to time. THE CLIENT will be informed of revisions as and when they are issued. These changes are not meant to affect agreement defining the scope of work to be done, deadlines, total web design fee and the initial domain registration fee as outlined in the contract.
Standard Terms and Conditions April 16th 2014