The ‘Company’ means W3 Programming Solutions, or any trading name operated thereby.
The ‘Client’ means the person, Company or Organization named in the Proposal or purchasing a product or service.
The Client is responsible for the legality of all content and for the use of/permission to use copyrighted material where appropriate.
The Client is responsible for ensuring that the content is accurate and factually correct.
The following are examples of content deemed inappropriate: pornographic or otherwise offensive material, copyright material which the Client does not have rights to distribute, illegal software or cracks/hacks, defamatory, misleading or deceptive or otherwise in breach of any third party’s rights, racist material. This is not an exhaustive list and we reserve the right to remove without notice any content we consider to be illegal, offensive or contrary to copyright laws or where we have received a complaint from an official body. Persistent offenders will have their accounts closed.
HOSTING & MAINTENANCE PLAN:
Hosting & Maintenance plans include Hosting the website (or websites) and any associated web-based technology plus a Maintenance plan which includes software security and vulnerability fixes and updates appropriate to the website’s age and platform. This includes making updates to the website’s core platform and associated files plus all third-party and bespoke plugins.
No structural, design, cosmetic or functionality changes are included in the Hosting & Maintenance plan.
Website and web-technology Hosting is provided through one of our trusted partners with whom we have worked for many years. Some Hosting services are provided on a shared basis where [only] our clients share one or more servers, whilst some are provided on a dedicated server specific to a single project or multiple projects for a single client, according to the client’s requirements.
Maintenance updates are carried-out weekly, monthly or quarterly according to the client’s preference and the plan agreed to. Plans are for a minimum 12 month period and the cost is fixed for the term. Payments are made monthly or annually based on the starting date of the agreement. The first payment may be invoiced separately is the standing order is not setup in time once the website launches. Subsequent missed payments will be invoiced separately and must be settled on receipt of invoice.
Bandwidth and space allowances are generally considered to be within the bounds of being ‘reasonable’ but limitations are imposed to prevent abuse. Typically up to 5Gb of bandwidth (data passing to and from the server for all services provided) per month is allowed and total physical space (hard-drive) requirement of up to 10Gb is allowed before a charge will be imposed.
Clients are free to use any third-party hosting service should they choose. A fee relative to the time taken at the Company’s prevailing standard hourly rate will be charged for any work the Company is required to carry-out in conjunction with providing setup and configuration on a third-party hosting platform for a new website or web-application installation, or for providing a migration service for an existing hosting setup.
Agreements between the Company and the Client do not have the effect of transferring the ownership of any Intellectual Property.
Any Intellectual Property owned by either party and required for the performance by the other party of its obligations under an agreement shall be licensed to that other party on a non-exclusive, royalty-free basis for the sole purpose of fulfilling that party’s obligations under the agreement and for the period during which the use of that Intellectual Property by that party pursuant to the agreement is required.
Where the Client places or installs their own content on our servers, the Client is responsible for ensuring that they have secured all necessary licences required for the performance by the Company of its obligations under the agreement and for the period during which the use of those rights by the Company pursuant to the Agreement is required.
DOMAIN NAME REGISTRATION
On request, and subject to additional fees, the Company may act as an agent and register domain names on behalf of the Client.
At no time does the Company represent that any particular domain name is available for registration.
The registration and use of domains names is subject to the terms and conditions of the relevant naming authority.
The contract for registration is between the Client and the naming authority.
If payments are not received in respect of domain name registrations the Company may cancel or retain them.
The Company gives no warranty that the domain name will not infringe the rights of any third party.
The Client is responsible for ensuring they have rights to use domain names that are registered through the Company and the Client hereby indemnifies the Company for any loss of whatsoever nature incurred by the Company in that regard.
In the event of a dispute between the Client and third parties in respect of the rights to domain names, the Company retains the right to suspend or cancel disputed domain names.
Unless otherwise stated the Client has full responsibility for the renewal of the domain name.
Each party may use the confidential information of a disclosing party only for the purposes of an agreement between us and must keep confidential all confidential information of each disclosing party except to the extent (if any) the recipient of any confidential information is required by law to disclose it.
Either party may disclose confidential information of the other party to those of its employees and agents who have a need to know for the purposes of any agreement between us but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
All documents and other materials containing confidential information of either party will be returned to that party immediately upon completion of any related project.
The parties’ obligations to keep information confidential will survive the termination of any agreement between us.
The obligations of confidentiality do not extend to information that: (a) was rightfully in the possession of the receiving party before any negotiations leading to any agreement between us; (b) is, or after the day any agreement is signed, becomes public knowledge (otherwise than as a result of a breach of our agreement); or (c) is required by law to be disclosed.
We are not able to extend credit terms other than to those persons or companies specified in an agreement between the Company and the Client.
Prior to commencement of any design or development work a deposit payment equal to 35% of the estimated project cost is required. The balance in full including any additional services or modules/plugins is due in stages or upon completion of the agreed work and prior to the project being delivered or deployed privately to the Client or in the public domain.
The balance or final-stage payment is due when the Company has completed all work within their control and/or remit or when the project has been deployed; whichever is the sooner.
Payments should be made by credit card (online) or by check, payable to W3 Programming Solutions. Payments by credit or debit card are also accepted. We reserve the right to impose a credit/debit card fee or 2% of the total including VAT.
For payments outstanding longer than 7 days beyond the completion of any work agreed or for hosting-only plans or hosting & maintenance plans or beyond the due date printed on the invoice we reserve the right to take down any system deployed privately to the Client or in the public domain until such time as payment has been received and cleared in full. We may exercise our statutory right to claim interest and debt recovery compensation charges under the Late Payment of Commercial Debts [Interest] Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
In the event of termination and payment not being received a copy of the hosted files and database will be archived for a period of 30 days pending payment being received, after which all files will be deleted. A management fee of $150 may be charged for suspending, archiving and reinstating any hosted services.
The Company reserves the right to include an inconspicuous permanent link on the home and all subsequent pages in a position which does not detract from the website’s content or in a position to be mutually agreed between the Company and the Client, that is a clickable link to the Company’s own website.
AVAILABILITY & EXCESS USAGE POLICY
The Client’s website will make demands on a server’s processor and bandwidth resources. Whilst we do not generally limit use of these resources, if the Client’s website traffic should build to such an extent that it is negatively impacting the performance of other websites hosted on the same server, or putting them at risk of low performance, we reserve the right to implement an alternative hosting plan or upgrade to a dedicated server. This may incur additional fees.
We and our suppliers will attempt to ensure the Client’s website is available for the maximum amount of the time, however no service-level guarantees are given and, whilst rare, occasional down-time may be experienced.
We regularly review the service we receive from our suppliers. In the event that we change suppliers the Client may experience down-time whilst we re-load the Client’s website to a new server. Any anticipated downtime will be notified in advance and kept to a minimum. Possible disruption to the client’s email service and website available may be experienced.
Website or other data is not backed-up on the server by default, only as part of an agreement between the Company and the Client.
A duplicate of the core website files will be maintained by the Company and a back-up service will be offered to the Client. Charges may apply.
When it is required to recover files for a client from a backup a minimum fee equivalent to two hours at our standard hourly rate will be charged.
The Company will have no liability for any loss or damage to any data stored on servers or back-up facilities.
The Client will maintain adequate insurance cover in respect of any loss or damage to data stored on Servers or back-up facilities.
The Client agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against the Company, its agents, its clients, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns.
The Client agrees to defend, indemnify and hold harmless the Company against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with the Company’s server; (2) any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to the Client from the Company’s server.
The Company reserves the right to cease providing hosting services, giving clients 30 days notice.
No refunds or pro-rata credits will be issued for cancelled hosting-only or hosting & maintenance plans by either party for any reason.
No refunds will be given in the event of our terminating service to a client due to a breach of these terms and conditions.
A client may cancel their hosting service by giving W3 Programming Solutions 30 days notice. No refunds or pro-rata credits will be issued for design, development, domain registration, hosting and other set-up costs.
The Company will commit to provide bug fixing for a newly deployed website or web-technology product for a period of 30 days from the date of deployment. Subsequent bug fixes will be charged at the Company’s standard hourly rate.
Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labour or any other cause beyond the reasonable control of the said party.
These terms shall be governed and construed under the laws of Canada.