Terms and Conditions
The following terms and conditions document is a legal agreement between Fraser Valley Website Design hereafter “FVWebsite” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
2.ACCEPTANCE OF WORK
Quotations are valid for 30 days from date of issue unless stated specifically on the quote sent.
When the Client places an order to purchase a web site, business cards, templates, flyers, newsletters, seo, web site updates or other services from FVWebsite, the order represents an offer to FVWebsite which is accepted by FVWebsite only when an invoice is sent to the Client. No contract for the supply of services exists between Client and FVWebsite until FVWebsite sends an invoice to the Client for payment. The invoice equals acceptance by FVWebsite (or third party supplier) of Clients offer to purchase services from FVWebsite and this acceptance of work is a valid contract between Client and FVWebsite regardless of whether Client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
FVWebsite reserves the right to withdraw from the contract at any time.
3.PERMISSION AND COPYRIGHT
All pages, images, text and code on FVWebsite’s web site at http://www.fvwebsite.design/ is copyrighted material.
Client and any visitors to the FVWebsite’s web site at http://www.fvwebsite.design/ may not use any of the pages, images, text or code on the web site for use on Client’s or visitors own web site or to create a web site, templates without prior written permission from FVWebsite.
Copyright of the completed web designs, images, pages, code and source files created by FVWebsite for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the FVWebsite.
Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the FVWebsite.
Client hereby agrees that all media and content made available to FVWebsite 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 FVWebsite from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that FVWebsite may include development credits and links within any code FVWebsite designs, builds or amends.
Client agrees that FVWebsite reserves the right to include any work done for the Client in a portfolio of work.
FVWebsite reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at FVWebsite own discretion. FVWebsite reserves the right to refuse to sell design or code to those thought or known as competitors of FVWebsite. FVWebsite reserves the right to refuse sale for orders from suspect payment or address details or other reason at FVWebsite own discretion. FVWebsite reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5.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 FVWebsite from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.
All alterations for web sites projects are to be requested in writing either by email or postal mail by the Client. After the specified allowed hours of alterations have been completed, FVWebsite 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. FVWebsite 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 $80 per hour.
Client agrees to provide any or all required information and content to FVWebsite in good time to enable FVWebsite 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, FVWebsite 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 $80 per hour.
Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. FVWebsite agrees to try and match the design as closely as is possible when building the code.
FVWebsite endeavours to create pages that are search engine friendly, however, FVWebsite gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall FVWebsite be held liable for any changes in search engine rankings as a result of using FVWebsite code.
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 FVWebsite 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 FVWebsite reserves the right to quote for work to repair the web site.
FVWebsite reserves the right to assign subcontractors in whole or as part of a project if needed.
FVWebsite agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between FVWebsite and Client shall be by telephone, email, Skype or postal mail, except where agreed at FVWebsite’s discretion.
FVWebsite 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 and Mozilla Firefox latest releases. Client agrees that FVWebsite 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 and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, FVWebsite 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.
All prices quoted are prior to any GST / PST charges.
All invoices must be paid in full within 5 days of the invoice date and FVWebsite will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at FVWebsite discretion.
Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and FVWebsite reserves the right whether to quote or accept additional work. If additional work is accepted by FVWebsite 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 FVWebsite. 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 “Jupp Industries” and sent with proof of posting to Jupp Industries’ main postal address, Cash, Email Money Transfer (EMT) or paid online with major credit card via Paypal secure online payment at the bottom of the website.
FVWebsite 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.
Client may request that the FVWebsite cancel a project in writing by email or postal mail to FVWebsite and the project is cancelled only if FVWebsite confirms work has not been started on the project. If FVWebsite 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 FVWebsite for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at FVWebsite’s discretion.
FVWebsite reserves the right to remove it’s work, website and email functionality for Client from the Internet if payments are not received. Any applications or requests for services will be declined if payment cannot be successfully processed within 72 hours of the order.
If a client payment is overdue or service(s) have been suspended for non-payment (which includes SEO), we highly recommend that contact us and arrange to make a payment as soon as possible to bring your account back into credit. The quickest way to make a payment is by credit card or EMT.
For overdue payments for services longer than 1 month (which includes SEO), FVWebsite will add a 5% late fee and FVWebsite WILL remove ALL client email and website functionality for that particular website. The client may then notice a sign on their website stating: “WEBSITE AND EMAILS SUSPENDED FOR NON-PAYMENT. Please contact the billing department at Fraser Valley Website Design to arrange payment via credit card or EMT.“. To bring the client account back in to good standing, the client will be required to make FULL payment within 3 days of this notification being placed on the client website and the client may be asked to find alternative SEO services, ftp, website and email hosting at this time, solely at FVWebsite discretion. Repeated failure by the client to pay for outstanding services in a timely fashion WILL result in FVWebsite informing the client that they need to find alternative SEO services, ftp, website and email hosting within 14 days as the website, emails, SEO and ftp access will be completely removed from FVWebsite server on the 15th day automatically. The client will be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract(s) and any outstanding website updates, have been paid in full to FVWebsite.
Should a client provide a site for us to host, then they may be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract and any outstanding website updates, have been paid in full to FVWebsite.
Service fees are due at the time of order or on the day of renewal. All fees must be paid in full.
Billing inquiries and disputes should be brought to FVWebsite’s attention within 6 days of the invoice date. Failure to do so will be deemed to be an admission that the invoice and charges are accurate.
If any charge back or charge dispute notices are received for your account, services provided to you may be immediately suspended pending investigation, and you will be subject to charge back service charges. Where applicable, FVWebsite reserves the right to put your domain name into “Registrar Hold” status and deny any transfer requests for that domain name until the charge back or dispute issue has been resolved.
Accounts will be suspended if its service renewal fees are not paid within 7 days of the due date. Accounts suspended in this manner can be re-activated (1 hour during normal working hours) upon payment of the Account Reactivation Fee (see below).
FVWebsite reserves the right to modify service fees and rates, effective upon posting on the FVWebsite website or on this Agreement. Current service charges include the following (non-exclusive list):
- Account Reactivation Fee: $120.00
- Chargeback Service Charge: $120.00
- Reactivation Fee (TOS Violation): $120.00
- Refund Processing Fee: $100.00
Fraser Valley Website Design provides a number of security measures to protect our servers and prevent your account from being compromised via the server itself. While our servers are secure, security breaches of your website and your personal account due to vulnerable passwords or known exploits in the software that users choose to have installed on their server cannot be prevented with general server security.
By being knowledgeable and familiar with common forms of attacks, you can ensure both that your account is secure against preventable compromises that you are in control over, and be better prepared to recover from the compromises that catch you by surprise.
You are responsible for the security of any passwords, settings, or software that you have the access to change or install on your account. By hosting on Fraser Valley Website Design servers, you have agreed to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.
It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change or update your password before suspending your account.
Being aware of these responsibilities is important, as an account that is found to be compromised may be disabled and/or terminated per our Terms of Service. Failure to clean your account after being notified by Fraser Valley Website Design of an ongoing issue may result in having your account disabled.
What Can I Do to be More Secure?
Fraser Valley Website Design recommends a number of actions and services which can help you maintain security on your website. The following security tips are offered in order to help our clients maintain site security and protect their accounts:
Update Scripts and CMS Installations
The vast majority of account compromises are caused by malicious users who have found exploits in scripts installed on an account. Therefore, the best advice we can offer is to make sure that all CMS installations, as well as any related themes, plugins and other add-ons, are kept up-to-date. Most CMS software has an option to update from within the administration panel; however, the following resources may be of further assistance:
Another common form of compromise is due to exploited passwords. These compromises can occur in one of two ways: a brute force compromise or through virus/malware on a local computer.
Brute Force Compromise
In a brute force compromise, the attacker will repeatedly guess the password until the correct combination is guessed. While our servers do have certain amounts of brute force protection enabled, we suggest creating a complex password made up of at least three of the four major character types.
Uppercase Letters (A-Z)
Lowercase Letters (a-z)
Special characters (-_.,!@#$%^&*)
When updating passwords, we also suggest that you do not use previously used passwords. This is due to the fact that once a password has been compromised, it will remain that way indefinitely. So, if a password is reverted back, the account will most likely be compromised again.
Viruses and Malware
Another form of password compromise occurs when account passwords are stolen using viruses/malware located on local computers from which accounts are accessed. This malware sniffs out passwords used and stored by FTP and other programs. In order to protect against this form of attack, full virus and malware scans should be run on all computers which access the account to ensure that they are clean.
Make Regular Backups
Be sure to make regular backups of your account in case there is a compromise. While Fraser Valley Website Design does make weekly backups for accounts as stated, we can restore a backup for you when you request this from the contact form and you will be charged 2 hours at our normal rate to do this.
Unless otherwise agreed in writing with FVWebsite, the customer acknowledges and agrees that the duration of the contract will be for the minimum term, and subject thereafter to the notice provisions in this clause.
a. following expiry of the minimum term either party may terminate the contract: in relation to all ongoing services except PPC advertiser services by giving 3 months written notice; and in relation to web design / development services , by giving written notice, before the contract ending date. If the contract is not cancelled at the end of the term, then it will automatically carry over to an additional term.
b. in respect of web design services, where the contract is terminated before website is set live FVWebsite shall be entitled to payment of a reasonable sum for the work undertaken until the date of termination.
Either party may terminate the contract immediately and without notice if:
a. The other enters into a composition with its creditors;
b. An order is made for the winding up of the other;
c. An effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)); or
d. The other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
FVWebsite shall be entitled to terminate the contract immediately upon service of written notice to the customer if:
a. Any invoice remains outstanding for more than 30 days; or
b. The customer fails to co-operate with and/or provide FVWebsite with clear instructions, or information requested by FVWebsite for more than 14 days; or
c. FVWebsite considers (at its sole discretion) reasonable to do so.
Termination of the contract shall be without prejudice to any other rights or remedies of either party.
Upon termination of this contract for any reason, the customer:
a. Shall cease immediately to be entitled to use the website/emails/ftp unless or until the customer has paid all outstanding charges up to the date of termination together with any sums due in respect of the ongoing services (whether already provided or contracted to be provided during the minimum term and/or any relevant notice period); and in any event.
b. The client shall grant FVWebsite immediate access to the website (whether hosted by FVWebsite or otherwise), and/or provide any/all such information necessary to facilitate such access for the purpose of disabling any links and/or removing any other seo keywords / techniques and/or coding created by FVWebsite which form part of the seo services provided by FVWebsite, and for removing from the website any other intellectual property rights belonging to FVWebsite. for the avoidance of doubt, this may affect the appearance of the website and the search engine ranking positions of the website. FVWebsite shall not be liable for any such changes.
c. If the customer fails to provide immediate access to the website pursuant to the clause above, the customer shall remain liable for the relevant charges for the ongoing services on a recurring basis in accordance with the contract.
11.LIABILITY AND WARRANTY DISCLAIMER
FVWebsite provides their web site and the contents thereof on an “as is” basis and makes no warranties with regard to the site and it’s contents, or fitness of services offered for a particular purpose. FVWebsite cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
FVWebsite endeavors to provide a web site within given delivery time scales to the best of it’s ability. However, the Client agrees that FVWebsite is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees FVWebsite is not liable for absence of service as a result of illness or holiday.
The Client agrees FVWebsite is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, 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.
FVWebsite 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 FVWebsite 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, FVWebsite 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 FVWebsite has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then FVWebsite can correct these errors for the Client at it’s own discretion.
If after handover of files errors are found in code the FVWebsite has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, FVWebsite 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.
Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, FVWebsite reserves the right to cancel forthwith any projects and invoice Client for any work completed.
FVWebsite shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages, email, SEO or web site, even if FVWebsite has been advised of the possibility of such damages.
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 FVWebsite and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
FVWebsite reserves the right to quote for any updates as separate work. Client agrees FVWebsite is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold FVWebsite harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
Client agrees to use all FVWebsite services and facilities at their own risk and agree to defend, indemnify, save and hold FVWebsite harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against FVWebsite or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
Client also agrees to defend, indemnify and hold harmless FVWebsite against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
FVWebsite 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 FVWebsite to another party.
In projects FVWebsite and any third party associates shall use information provided by a Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1:) to identify the Client in communications with them and 2:) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
FVWebsite 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. FVWebsite 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.
FVWebsite 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.