AbCAS

TERMS AND CONDITIONS – Website Design and Development

These are the standard terms and conditions for Website Design and Development and apply to the contracts and the work undertaken by Aufenbach Software Development for its clients. Please read them carefully as they will form a contract between the Company and the Client; the Client’s acceptance of which is agreed from the moment you agree to a contract via email or the dedicated platform.

We have tried to keep these Terms and Conditions brief, easy to understand, and as straightforward as possible. If you have any questions, however, please do not hesitate to contact us.

Terminology

  1. You ­: (‘the Client’)
  2. Us ­: (Aufenbach Software Development, and hereinafter optionally referred to as ‘the Company’)
  3. The Project :­ the body of work that is being undertaken, normally consisting of several connected parts, such as consultation, graphic design, website development and/or hosting.

The Client agrees to:

  1. Provide the Company, within a reasonable timescale, everything that is requested from the Client to complete the Project­ including text, images, and other information.
  2. Provide the Company with text and images in the format as requested
  3. Review the Company’s work, provide feedback, and sign off approval in a timely manner.
  4. Make every effort to adhere to all agreed deadlines.
  5. Adhere to the payment schedule agreed upon
  6. Advise, in advance, of any confidential information to be presented by email, written, or verbally, between both parties. Also, for this to be marked as ‘confidential’ in the subject of the email, or clearly on any written documents.
  7. Provide a minimum of one month’s notice in writing, or by email should the Client wish to cancel any contract.

The Company agrees to:

  1. Carry out services in a professional and timely manner.
  2. Make every effort to adhere to any deadlines agreed between the Company and the Client.
  3. Make a reasonable number of revisions to the design, layout, colours etc, until the Client is satisfied with the design concept or such time as both parties feel an agreement is likely to be reached but no more than 2 major revisions. Additional revisions or design work outside the scope of the project will be charged separately.
  4. Endeavour to complete requested website revisions or updates within 48 hours, wherever possible.
  5. Maintain up to date skills and knowledge through regular training and research.
  6. Contact the Client before the end of the first 12 month period, to discuss the various options open to the Client for continuing website maintenance and support and/or hosting.

Website Development

  1. All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touchpads or tablets. However, the Company cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors.
  2. The Company cannot guarantee compatibility in old or redundant browser software.
  3. The Company will commence the project after getting the required materials from the Client. The home page/mock-up/design could be shown within 5 (may vary) working days if requested. The number of days to complete the home page/application design may vary according to the requirement of the Client. The Client needs to give a definite idea of the design/theme/colour and all aspects of the website/application/project at the time of preliminary discussion and before commencing the project. The Client can provide samples or older websites/applications as a reference. The Company’s team will be creating website/application pages based on these ideas.
  4. The Company will install and publicly post or supply the Client’s website by the date specified in the project proposal, or a date agreed with the Client upon the Company receiving initial payment, unless a delay is specifically requested by the Client and agreed by the Company.
  5. In return, the Client agrees to delegate a single individual as a primary contact to aid the Company with progressing the commission in a satisfactory and expedient manner.
  6. During the project, the Company will require the Client to provide website content; text, images, movies and sound files, other media files etc

Acceptance

  1. It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
  2. Please read these terms and conditions carefully. Any purchase or use of the Company’s services implies that the Client has read and accepted the Company’s terms and conditions.

Payments and Contract Lengths

  1. All payment schedules would be the default range, or will be agreed separately for bespoke work.
  2. A 45% deposit of the total fee payable under the Company’s proposal is due immediately upon the Client instructing the Company to proceed with the website design and development work. Additional 45% shall become due when the work is completed to the Client’s reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. The remaining 10% will become due once the project is uploaded and live. The Company reserve the right not to commence any work until the deposit has been paid in full.
  3. The 45% initial deposit is only refundable if the Company has not fulfilled the Company’s 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 the Company.
  4. The company has the right to charge the client up to 90% of the total web development costs, should the client cancel the website agreement after the design concepts have been agreed but prior to the website going live. The scale of the charge will be dependent on what stage the project is at when the cancellation takes place.
  5. Upon completion of the 7-day review period, the Company will invoice the Client for the 10% balance of the project.
  6. Once the site goes live any early cancellation of the Client’s standing order during the first 12 months will be deemed a break in contract. In this case, the Client would be liable for the balance of the contract to be paid with immediate effect plus an admin fee (The admin fee covers time taken to discover the cancellation, generating an invoice and posting)
  7. Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the client. Overpayments to the Company as a result of not updating a standing order mandate will not be reimbursed to the Client. Underpayments or missed payments, however, shall be backdated to the point at which the underpayment or missed payment was discovered and the Client shall be responsible for bringing their account up to date within a reasonable period of time.
  8. Contract lengths are normally 12 months unless agreed beforehand between the Client and the Company. The Company requires a minimum of 30 days notice to cancel a support or hosting contract.
  9. Invoices will be provided by the Company upon completion but before publishing the live website. Invoices are normally sent via email or the dedicated platform. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) per month of the total amount due.

Content Management Systems

  1. Most projects will be developed using a Content Management System (CMS).
  2. In order to maintain compatibility between clients the company mostly uses the WordPress Platform as the Company’s CMS of choice. E­Commerce stores use different management systems depending on the scale and complexity of the Project.
  3. However, in some instances, the company may build a bespoke solution, depending on the exact requirements of the Project.
  4. Any associated or additional fees, such as installation, setup, testing and introductory training pertaining to Content Management Systems or E­Commerce Management Systems are covered within the Client’s chosen package.

Materials

  1. The Client must supply all materials and information required by the Company to complete the work in accordance with any agreed specification. 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 the Company which leads to a delay in the completion of work, the Company has the right to extend any previously agreed deadlines by a reasonable amount.
  2. Where the Client fails to supply materials, and that prevents the progress of the work, the Company have the right to invoice the Client for any part or parts of the work already completed.
  3. Any images or photographs that the Client supplies should be in digital format, usually no smaller than 1024×768 pixels, with a suitable resolution that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning are acceptable, however, there may be additional costs incurred due to time spent scanning and retouching the images. This depends entirely on the project and the number of images involved.
  4. Any images that the company is asked to obtain from third-party photographers or stock photography will be charged as an additional cost.
  5. The Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in their website, or other design, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend the Company and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. The Client agrees to indemnify and hold the Company harmless from any claims resulting from the Client’s use of the Company’s service that damages the Client or any other party.
  6. Evidence of ownership or permissions may be requested by the Company.
  7. The project will commence within 24 hours after the advance payment is made by the Client. The content for the concerned website/application/project should be provided within 7 days from the time of starting the project. If the content is not provided within the 7 days, there could be an additional charge of 5% or more of the total project cost. The Client will be granted an extended 10 days by the Company to provide the content after paying the additional amount. The project is considered invalid, if the Client fails to provide the content within the extended time period. Once the project is canceled, the payment is not refundable.
  8. The Company reserves the right to refuse to handle:
    1. Any media that is unlawful or inappropriate.
    2. Any media that contains a virus or hostile program.
    3. Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
    4. Any media that constitutes a criminal offense, or infringes privacy or copyright.
    5. Any media that the Company sees to be unfit or inappropriate.

Variations

  1. The Company is pleased to offer the Client the opportunity to make revisions to the design. However, the Company has the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if the Client makes a change to the original design specification.
  2. The Company’s website development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged.
  3. In case of any alterations, the changes should be informed within the first three days after the initial work has been submitted. The Company will not undertake any further works unless confirmed by the Client at the specified time period.
  4. If changes are suggested by the Client after the completion and approval of the entire website/application/project, it will be considered as redesign and are chargeable. Detection of errors in contents or designs by the Client, if any, will be rectified immediately. After completion of the project, the Company will upload the whole work in the server and the link will be sent to the Client for testing. The whole work will be uploaded in transferred/made live by the Company, after the final approval and settlement of balance amount by the Client.

Project Delays And Client Liability

  1. Any time frames or estimates that the Company gives are contingent upon the Client’s full cooperation and complete and final content in photography for the work pages. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from the Client’s side and be made available on a daily basis in order to expedite the feedback process.

Client Review

  1. The Company will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies the Company otherwise within ten (10) days of the date the materials are made available to the Client.

Default

  1. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on the Company’s Web space, the Company will, at its discretion, remove all such material from its web space. The Company is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will be assessed a return charge and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay the Company reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by the Company in enforcing these Terms and Conditions.

Approval Of Work

  1. On completion of the work, the Client will be notified and have the opportunity to review it. The Client must notify the Company in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to the Company 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 balance of the project price will become due.

Rejected Work

  1. If the Client reject any of the Company’s work within the 7-day review period, or not approve subsequent work performed by the Company to remedy any points recorded as being unsatisfactory, and the Company, acting reasonably, considers that the Client has been unreasonable in any rejection of the work, the Company can elect to treat this contract as at an end and take measures to recover payment for the completed work.
  2. Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

Maintenance

  1. The Company provides six months of free maintenance towards all kinds of errors occurred in the run time of the website/application/project. Free maintenance does not include content updation or the like.

Warranty by the Client as to Ownership of Intellectual Property Rights

  1. The Client must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names, and trademarks, or any other material that the Client supply to the Company to include in the Client’s website or web applications.
  2. The Client must indemnify the Company and hold the Company harmless from any claims or legal actions related to the content of the Client’s website.

Licensing

  1. Once the Client has paid the Company in full for the Company’s work the Company grant to the Client a license to use the website and its related software and contents for the life of the website.

Search Engines

  1. The Company does not guarantee any specific position in search engine results for the Client’s website. The Company performs basic search engine optimisation according to current best practice.

Consequential Loss

  1. The Company 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 the Company’s contract, however that delay arises.

Disclaimer

  1. 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 the Company provide to the Client are excluded. Without limiting the above, to the extent permitted by law, any liability of the Company under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at the Company’s option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that the Company were contracted to perform.

Subcontracting

  1. The Company reserves the right to subcontract any services that the Company has agreed to perform for the Client as the Company sees fit.

Non-disclosure

  1. The Company (and any subcontractors the Company engage) agree that we will not at any time disclose any of the Client’s confidential information to any third party.

Additional Expenses

  1. The Client agrees to reimburse the Company for any requested expenses which do not form part of the Company’s proposal including but not limited to the purchase of templates, third-party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses, premium themes or plugins etc.

Backups

  1. The Client is responsible for maintaining the Client’s own backups with respect to the Client’s website and the Company will not be 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 the Company.

Ownership Of Domain Names And Web Hosting

  1. The Company will supply to the Client account credentials for domain name registration and/or web hosting that the Company purchased on the Client’s behalf when the Client reimburse the Company for any expenses that the Company has incurred.

Governing Law

  1. The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of India. The Client and the Company submit to the non-exclusive jurisdiction of the courts in and of India in relation to any dispute arising under these terms and conditions or in relation to any services the Company performs for the Client.

Cross Browser Compatibility

  1. By using current versions of well supported content management systems such as “Wordpress”, “Drupal”, “Joomla” etc, the Company endeavours to ensure that the web sites the Company creates are compatible with all current modern web browsers such as the most recent versions of Microsoft Edge, Firefox, Google Chrome, and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate the Company will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
  2. The Company makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers. Client agrees that the Company cannot guarantee correct functionality with all browser software across different operating systems.
  3. The Company cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, the Company reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

E-Commerce

  1. The Client is responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify the Company and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from the Client’s or the Client’s clients’ use of Internet electronic commerce.

Copyright

  1. After the initial 12 month period, copyright is automatically assigned as follows:
  2. The Client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound bytes, that the Client may have sent to the Company to use in connection with the project.
  3. The company will maintain copies of all the files used in connection with the Client’s project and if the Client requires a copy of all the files used in connection with the Client’s project, then the company will be happy to supply this to the Client. Copies of the website files are maintained by the Company for a reasonable time (usually one year), and if the Client is/are hosting with the Company, then files are maintained both locally and on external servers.
  4. The copyright to the markup, CSS files, other code that may have been used by the Company for the Client, or certain images that the company may have supplied to or for the Client are licensed to the Client in connection with this web design project, and will be licensed solely to the domain name on which the website files reside. If the Client owns the domain name, then the Client owns the copyright.
  5. At the bottom of the website page(s) after payment has been completed, usually, it will say Copyright and the name of the Client’s business or company. The company does, however, reserve the right as the Company responsible for the design and/or development to place a small and unobtrusive link at the bottom of the Client’s website, thereby not hindering or distracting from the Client’s own website design.
  6. As the design company, the Company also reserve the right to display and link to the Client’s completed project as part of the Company’s portfolio, and to write about the project on other web sites, in magazine or ezine articles, books, written or digital publications of any design and source. Please inform the Company in advance of the website going live if the Client DO NOT want the Company to add the Client’s site to the Company’s portfolio of work.
  7. Copyright of the completed designs, images, pages, code and source files created by the Company for the project shall be with the Client upon final payment only by prior written agreement. Without an agreement, ownership of designs and all code is with the Company.
  8. These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without a prior written agreement between the Client and the Company.
  9. The Client agrees that resale or distribution of the completed files is not allowed unless prior written agreement is made between the Client and the Company.
  10. The Client hereby agrees that all media and content made available to the Company 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 the Company from any claim or suit that may arise as a result of using the supplied media and content.
  11. The Client agrees that the Company may include development credits and links within any code the Company designs, builds or amends. If the Company designs a website for a Client, then the Client agrees that the Company may include a development credit and link displayed on the Client’s website. The development credits may be eliminated at an additional cost if desired by the Company.
  12. The Client agrees that the Company reserves the right to include any work done for the Client in a portfolio of work.
  13. The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Google Maps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.
  14. The Client retains the copyright to data, files and graphic logos provided by the Client, and grants the Company the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting the Company permission and rights for use of the same and agrees to indemnify and hold harmless the Company from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to the Company that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Access Requirements

  1. If the Client’s website is to be installed on a third-party server, the Company must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Hosting

  1. To ensure superior levels of reliability and performance, all the Company’s clients websites are hosted on high speed, state of the art managed servers which usually utilizes an uptime service availability level of well over 95%. Details of the exact specification of the Company’s servers are freely available to all the Company’s clients and will be given upon request.

Liability

  1. The Company will not be held liable for any missed launch date or deadline, if the Client has been late in supplying materials, or has not approved or signed off work on­time, at any stage.
  2. The Company hereby excludes itself, its Employees and or Agents from all and any liability from:
    1. Loss or damage caused by any inaccuracy;
    2. Loss or damage caused by omission;
    3. Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
    4. Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
  3. The entire liability of the Company to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

Confidentiality

  1. The Company hopes to adhere to the general national and global data protection, data transfer, data retention, and confidentiality regulations and always stores data sent to the Company in a secure manner within the Company’s security policy.

General

  1. A website will not launch until a standing order or payment has been set up, unless a special agreement has been reached in advance.
  2. Additional costs for extra features and/or additional design costs, not covered by the Company’s standard packages, will be agreed and invoiced before the website goes live.
  3. If the Client does not respond to the Company’s request to discuss or choose ongoing support options, the client will automatically be placed on what the company feels is the most appropriate support package.
  4. The quotation is usually valid for 7 days. Prices are subject to change without notice after the expiry of the quotation.
  5. A small admin fee is payable for switching the client to another hosting provider.
  6. Hosting only clients, will be charged at the Company’s normal rate for any further changes or updates to their website.
  7. There may be an additional fee for any design changes requested after the initial agreed design has been signed off.
  8. The Company is not responsible for writing or inputting any text copy unless this has been specified by the client.
  9. If the Client is hosting the website elsewhere, the Company cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially any contact forms, Content Management Systems, database driven websites, etc.
  10. If the website is to be hosted elsewhere, then the Client will still pay the same fee as agreed.
  11. The company does not offer any technical support for any other web site hosting company that the Client may choose (if the Client elects not to host the website with the Company).
  12. The Company cannot guarantee that the functions contained within any web page (or part of the Client’s website design), will always be error-free, and therefore the company will not be liable in any way whatsoever to the Client for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if the Client has advised the Company of the possibilities of such damages.
  13. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Just the same as a fine, the Client cannot transfer this contract to anyone else without the Company’s consent or permission.
  14. This contract remains in force and need not be renewed.
  15. Although the company has tried to keep this contract language simple, the intentions are serious, and the contract is a legal document under the exclusive jurisdiction of Indian Law and Courts.

Severability

  1. In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.

Changes to these Terms and Conditions

  1. The Company reserves the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice. Failure to receive notification of a change does not make those changes invalid. These Terms and Conditions will always be available to download or print from the Company’s website.