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Terms Of Service

INTRODUCTION

 

  1. Thank you for choosing StartupDesignz as your preferred Website and Graphic Design Specialists. Please read the following Terms of Service carefully as it describes the terms and conditions incorporated and included into every design project StartupDesignz agree to work on. It is the responsibility of you, the user, client(s), or prospective client(s) to read the Terms of Service before proceeding to accept any project proposal from StartupDesignz.

 

  1. By placing an order, clicking to accept this Agreement and/or signing and returning the original of this Agreement (as the case may be), you agree to all the terms and conditions of the Agreement.

 

  1. If you are using or ordering the Company service(s) or related service(s) on behalf of a Company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to the You represent and warrant that you have the legal power and authority to enter into the Agreement and that, if the Customer is an entity, the Agreement is entered into by an employee or agent with all necessary authority to bind that entity to the Agreement.

 

GENERAL

 

  1. The terms and conditions of the Agreement (together with any other terms and conditions agreed in writing between the Company and the Client from time to time) constitute the entire agreement between the parties and supersede any previous agreement(s) or understanding(s) and may not be varied except with notice from the Company.

 

  1. No failure or delay by the Company in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

DEFINITION AND INTERPRETATION

 

  1. The following words used herein have the following definitions and meanings:-

 

  • ‘Agreement’ refers to this terms and condition and all terms specified herein.

 

  • ‘Client’ refers to you as the receiver of the Services and will also include inter alia, to your employees, agents, contractor, third parties, staffs or any entity that is duly authorized to act on behalf of you.

 

  • ‘Client Content’ refers to all materials, writing, images or other creative content provided by the Client used in preparing or creating the Final Product.

 

  • ‘Designer Tools’ refers to all design tools developed and/or used by The Company in performing the Services, including without limitations, pre-existing and newly developed software including source code(s), web authoring tool(s), type font(s), application tool(s) and other software or other invention(s) whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional element(s).

 

  • ‘Final Product’ refers to the final versions of the Product provided by the Company to the Client and duly accepted by the Client.

 

  • ‘Parties’ collectively refers to ‘the Company’ and its employees, agents, contractor, third parties, staffs or any entity that is duly authorised to act on behalf of the Company for the carrying out of the Services as the Service Provider and ‘You’ as the Client and its authorised agents, contractors, employees or any entity duly authorised for and on behalf of you.

 

  • ‘Project’ refers to the scope of work to be provided by the Company to the Client as described in Appendix A of a proposal.

 

  • ‘Services’ refers to the Project and all services to be provided to the Client by the Company as described in Appendix A and further defined in the terms and conditions herein.

 

  • ‘Third Party Materials’ means proprietary third party materials which are incorporated into the Final Product, including without limitation stock photograph or illustration.

 

  • ‘We, Us or Our’ refers to the Company and its employees, agents, contractor, third parties, staffs or any entity that is duly authorized to act on behalf of the Company for the carrying out of the Services.

 

  • ‘You or your’ refers to the Client

 

THE SERVICES

 

  1. The Company’s Services & Terms

 

  • The Company offers, without limitations, Web design, Graphic Design, Website Hosting, Website Maintenance and Social Media Management Services.

 

  • For the purpose of this Agreement, the Company shall provide the Services as set out in each project proposal to the Client subject to all terms and conditions contained herein or any other reference to documents referred to by the Company to the Client or such other terms and conditions as may be agreed in writing between the Company and the Client.

 

  • If in any event, the Company is unable to provide the Services, it will inform the Client as soon as reasonably possible.

 

  1. Responsibilities, Obligations and Due Diligence

 

  • The Company will provide the Client with the Services as listed in each project proposal in its best endeavor.

 

  • The Client shall endeavor to provide the Company with as much detailed information as possible regarding the Services under request as listed in each project proposal in order for the Company to provide excellent services.

 

  • The Client shall not request the Company to perform Services which are immoral or unlawful in nature.

 

  • The Client shall not request the Company to perform Services to, from and for people or places where the Company’s staffs, employees, agents and any other duly authorized entities of the Company may experience any form of abuse, bodily harm or death.

 

THE PAYMENT

 

  1. The Client agrees to pay the Company the fees listed in each project proposal for rendering the Services. Each payment dates are set in the payment schedule of your project proposal and agreement.

 

  1. The Company shall issue an invoice(s) to the Client from time to time including invoice(s) for the deposit as specified in Clause 11, and the Client shall effect payment within [5] days from receipt of the Invoice.

 

  1. Deposit

 

  • For all Services listed in each project proposal, the Client shall pay the Company a deposit being a sum equivalent to 33% to 50% of the total fees for rendering the Services.
  • Graphic Design Services below $100 will require a 100% deposit before any design work commences.

 

  • Payment of the Deposit by the Client shall be at all times, a condition precedent for the commencement of any design work.
  • All deposits are nonrefundable. All website payments are final.

 

  1. Expenses

 

  • The Client will pay the Company for all expenses incurred by the Company including but not limited to, out-of-pocket expenses, travel expenses and any other miscellaneous expenses incurred by the Company for the purpose of the Services.

 

  • The Company will obtain the necessary consent and/or approval from the Client prior to the said expenses as specified in Clause 12.

 

  1. Additional Costs

 

  • The costs as listed in each project proposal is exclusive of other miscellaneous costs. The Client shall pay to the Company all other miscellaneous costs which will be billed to the Client from time to time.

 

  1. Late Payment

 

  • In the event that any payments payable by the Client are late, the Client shall pay to the Company a late payment fee in the sum of [$25] for the first day of the late payment and $10.00 for each day the payment is late afterward.

 

  • Client’s failure to pay any invoice within six [5] business days from the date the invoice was sent by the Company, shall be in breach of their Client Agreement, and the Company may withhold delivery and/or the transfer of ownership of any work that is pending or the Final Product if there are any overdue invoices which are not paid in full.

 

  • The grant of any license to use or transfer ownership of any intellectual property under this Agreement including the Final Product is subject to full payment, including any additional costs, expenses, fees or any other miscellaneous charges.

 

AMENDMENT AND CHANGES

 

  1. Change to Project Scope

 

  • In the event that the Client would like to change the scope of the Services as listed in each project proposal after acceptance of this Agreement, the Client shall provide the Company a written request specifying therein the required changes.

 

  • The Company shall within [5] days of receipt of the written request respond with, without limitations the additional fees, charges that may incur as a result of the written change.

 

  • The Client shall have [5] days to respond in writing accepting or rejecting the new proposal by the Company. If the Client rejects the proposal, the Company will not be obligated to perform any additional services other than those specified in each project proposal.

 

DELAYS

 

  1. The Company shall use all reasonable efforts to meet all deadlines as specified in each project proposal.
  2. In the event that the Company requires an extension of time to complete the project, the Company will deliver in writing a notice to the Client. Such extension of time shall not exceed [15] days.

 

  1. The Client shall in good faith and in its best endeavor provide to the Company the needed information and materials for carrying out the Services. Any delays by the Client may result in delays by the Company.

 

EVALUATION AND ACCEPTANCE

 

  1. The Company will ensure that the Final Product is tested in good faith with commercially accepted practice and all reasonable efforts before the same is provided to the Client.

 

  1. The Client shall have [5] days from the date of receiving the Final Product to notify the Company whether the Final product in its condition is acceptable to the Client.
  2. If the Final Product requires revision, the Client shall promptly notify the Company of any changes, corrections or objections in respect of the Final Product. The Company shall, within [5] days of receiving the Client’s request resubmit the Final product.

 

  1. If the Client finds that the revised Final Product requires further amendments and/or changes (as the case may be), the Client shall further notify the Company. If the revised Final Product is unacceptable to the Client, the Client may exercise his/her option to terminate this agreement subject to the relevant termination clause in this Agreement.

 

  1. All objections, corrections, and changes shall be subject to the terms and conditions of this Agreement.

 

DISCLOSURE OF INFORMATION

 

  1. All information received by the Company in relation to the Client shall remain confidential and, except as may be required by law. The Company shall not, without the Client’s prior written consent, disclose or divulge to any third party any information of any nature whatsoever in relation to the Client.

 

  1. All private information shall be governed by the Privacy Policy on the Website.

 

  1. Unless the Company receives notice from the Client to the contrary, the Company shall from time to time provide to the Client (by post, telephone or email) such information in relation to the Services that the Company considers may be of interest to the Client.

 

RELATIONSHIP OF PARTIES

 

  1. For the purpose of this agreement, the Company shall at all times be an independent contractor.

 

  1. The Company shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

 

  1. The Company, the Product, and the Final Product shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

 

  1. The Company shall be allowed to use third party independent contractors in connection with providing the Services. The Company shall be responsible for the agents that the Company contracts with.

 

  1. There shall be no exclusive relationship between the parties. The Client and the Company are free to engage others to perform services of the same or similar nature or offer / provide design services to other clients.

 

 

REPRESENTATIONS

 

  1. The Company represents and warrants to the Client that:-

 

  • The Company will provide the Services identified in the Agreement in a professional workmanlike manner;

 

  • The Company shall secure all necessary rights, title, and interest in and to the Final Product sufficient for the Company to grant the intellectual property rights provided in this Agreement;

 

  • To the best of the Company’s knowledge, the Final Product will not violate the right of any third parties; and

 

  • If the client or third parties modify the Final Product or use the Final Product outside the scope of the purpose of this Agreement, all representations and warranties of the Company shall be void.

 

  1. The Client represents and warrants to the Company that to the best of the Client’s knowledge, use of the Client’s Content does not infringe the rights of any third party.

 

  1. Except for the express representations and warranties stated in this Agreement, the Company makes no warranties whatsoever.

 

  1. The Company explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

 

INDEMNIFICATION AND LIABILITY

  1. The Client shall indemnify the Company for all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement.

 

  1. The Company warrants to the Client that it shall use all of its reasonable endeavors to provide the Services using reasonable care and skill and as far as reasonably possible, in accordance with the Client requests and instructions.

 

  1. The Company will not exclude or limit liability for its negligence or negligent omission which causes personal injury or death.

 

  1. The Company shall not be liable for any loss, cost, expense or damage of any nature whatsoever (whether direct or indirect) resulting from the use of Services except where it is expressly determined that a person acting under the direct instruction of the Company has knowingly acted in a negligent manner.

 

  1. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from requests or instructions supplied by the Client which are incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival, or any other fault of the Client.
  2. The Company shall not be liable or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.

 

  1. Subject to the provisions of the terms and conditions contained herein, the maximum liability of the Company to the Client for breach of any of its obligations hereunder shall be limited to the value of the Services as listed in Appendix A.

 

TERM AND TERMINATION

  1. This Agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is terminated.

 

  1. This Agreement may be terminated by the mutual agreements of the parties.

 

  1. If the Client terminates and on full payment of compensation, the Company grants the Client right and title as provided by this Agreement with respect to the Product and Final Product provided and accepted by the Client as of the date of termination.

 

  1. On expiration or termination of this Agreement:-

 

  • each party shall return and/or destroy the Confidential Information of the other party; and

 

(b) all rights and obligations regarding the Confidential Information shall survive.

 

RIGHTS TO FINAL PRODUCT

  1. The Company grants to the Client a non-exclusive, perpetual and worldwide license to use and display the Final Product in accordance with this Agreement. The rights granted to the Client are for use of the Final Product in its original form only.

 

  1. The Client may not change, create derivative works or extract portions of the Final Product.

 

SUPPORT SERVICES

  1. The Company shall provide up to [10] hours of Support Services at no additional cost to the Client for the first [2] months following expiration of this Agreement (“the Period”).

 

  1. Support Services means commercially reasonable technical support and assistance to maintain and update the Final Product, including correcting any errors. Requests for additional support will be billed on time basis at the Company’s usual rate.

 

  1. After the Period expires and at the Client’s option, the Company will provide Support Services for the following [4] months for the Company’s hourly fees of [$85] per hour.

 

SEVERABILITY

 

  1. If any provision of this Agreement is found by any Court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

 

FORCE MAJEURE

 

  1. Neither Party will be liable for any delay or failure to perform its obligations under the Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

 

SUBPOENAS

 

  1. Nothing in the Agreement prevents the Company from disclosing the Client information and data to the extent required by law, subpoenas, or court orders, but the Company will use commercially reasonable efforts to notify Client where permitted to do so.

 

ASSIGNMENT

 

  1. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign the Agreement without the advance written consent of the other party, except that the Company may assign the Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.

 

ENTIRE AGREEMENT

 

  1. The Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral communications, proposals, and representations with respect to the Company or any other subject matter covered by this Agreement.

 

GOVERNING LAW, JURISDICTION, AND VENUE

 

  1. This Agreement is governed by the laws of the State of New Jersey and the United States, without regard to choice or conflict of law rules thereof.

 

CONTACT US

 

  1. Email: hello@startupdesignz.com or Phone: 1-347-662-4554

Effective as of May 2017