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⸻ Fine Print

This Master Services Agreement (“Agreement”) governs your use of, and the services provided by, OSO Creative (“Provider”) to you the person, company, agency or other entity (“Client”, “you”, “your”) whose representative has acknowledged, read and agreed to the terms and policies posted herein. By signing this agreement, you are accepting to be bound to the terms of this Agreement on the date annotated on the signature page or deposit remitted (“Effective Date”). Provider and Client are each a “Party” and collective ely are the “Parties.”

Acceptance
It is not necessary for the Client to have signed an acceptance of this Agreement for them to apply. If a Client has accepted a quote/paid a deposit, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and policies in full.

Please read these carefully. Any purchase or use of our services implies that you have acknowledged and hereby agree to the following terms.

Admin | BillingProjects | Hosting | Maintenance | Support

General

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9.1 Provider’s principal place of business is located in Anoka, Minnesota. This Agreement will be performed in and governed by the laws of the State of Minnesota and any dispute or claim under this Agreement shall be brought in a court of competent jurisdiction in Anoka County, Minnesota. Any claims or legal action arising out of this Service Agreement must be instituted within one year after the claim or cause has arisen. Provider reserves the right to discontinue service for violation of any of the conditions of this service Agreement.

9.2 All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this agreement, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration.

 


Governing Law
This Agreement shall be governed by Singapore Law.

10.1 Except for Customer’s payment obligation to Provider, neither Party shall be liable to the other for any delay, service interruptions, or inability to perform its obligations under this Agreement if such delay or inability arises from an act, event, or cause beyond its reasonable control. In the event of such a delay or inability to perform, the time for performance shall be extended for a period of time at least equal in length of the delay; provided, however, that if any such delay or inability lasts for more than 180 days, either Party may terminate this Agreement by written notice to the other.

11.1 It is understood by the Parties that under the terms of this Agreement, Provider may provide ideas, recommendations, and certain Services (as identified in the applicable SOW) to Customer, and Customer shall be responsible for how Customer subsequently uses those ideas, recommendations, and Services. Each Party shall be liable only for damages that might arise from the performance of its own responsibilities created herein.

11.2 Customer shall indemnify, defend, and hold harmless Provider and its officers, employees, partners, agents, principals, and sub-contractors, from any and all losses, liabilities, and claims, including costs and expenses, arising out of or resulting from Customer’s subsequent use of Provider’s ideas, recommendations, Services, or other work provided to Customer by Provider under this Agreement. The Customer agrees to indemnify and hold Provider harmless from any claims resulting from Customer’s use of Provider’s services that damage the Customer or another party.

11.3 EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY. UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, THE ENTIRE LIABILITY OF PROVIDER, AND CUSTOMER’S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL NOT IN THE AGGREGATE EXCEED THE LESSER OF (a) THE FEES PAID TO PROVIDER BY CLIENT PURSUANT TO THE SOWS (FOR WHICH SUCH SERVICES GAVE RISE TO THE LIABILITY) FOR THE SIX (6) MONTHS PRIOR TO THE MONTH IN WHICH THE MOST CURRENT EVENT GIVING RISE TO THE LIABILITY OCCURRED, OR (b) THE FEES PAID TO PROVIDER BY CLIENT PURSUANT TO THE SOW(S) FOR WHICH SUCH SERVICES GAVE RISE TO THE LIABILITY.

11.4 DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUES, PROFITS OR SAVINGS, OR LOSS OF OR DAMAGE TO CLIENT DATA FROM ANY CAUSE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


JS-Solutions Networks hereby excludes itself, its Employees and or Agents from all and any liability from:

Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of JS-Solutions Networks 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.

12.1 This Agreements constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.


General
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.

13.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

13.2 If any provision or part-provision of this agreement is deemed deleted under the clause 12.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.


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.

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Admin

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Administrative Access
8.1 Provider uses a WordPress content management system that runs on open source code. Provider ensures the security of the website as part of the services and updates any plugins Provider develops. To prevent malware installation on our servers, full administrative access to a WordPress installation on Provider’s hosting services will not be granted to customers. Customers may request access to specific features of a website, and access may be granted at Provider’s discretion.

8.2 If Customer requires administrative access to a website or any specific features of any website, the Customer will be required to sign an Administrative release, the contents of which shall, at a minimum, include the following terms and conditions:

8.2.1 Provider produces custom developed websites for Customers and granting administrative access to the WordPress installations allows a user to install third-party plugins and modify core files in Provider’s chosen theme. Customer understands that use of third-party plugins, and/or modification of Provider’s theme files, may conflict with Provider’s custom programming and could cause Customer’s website to function poorly. Customer by assuming administrative rights accepts the responsibility to ensure that all new programming introduced to the website through plugin installation will be compatible with our customer website development.

8.2.2 Customer understands and acknowledges once administrative user access is granted to the Customer, the Provider is released from responsibility of vetting and monitoring third-party plugins. Customer understands and agrees with gaining administrative user access it may install third-party plugins or change the secure password to another of its own choosing thereby releasing Provider from liability for vulnerabilities.

8.2.3 Customer understands and agrees that a grant of administrative access releases Provider from support for any Custom Website developed by the Provider. Customer will have full access to change website functionality. Provider will no longer provide free support for features that were previously handled by Provider’s development team. Further support inquiries are subject to standard hourly development rate. Malware removal from insecure user passwords or third-party plugin installation is billed at 150% Provider’s then hourly rate.

5.1 Custom Websites: The copyright on a custom website is transferred to the website purchaser after full payment has been received for the website. If copyright transfer has been processed, customer may receive a full backup of their website upon termination. The backup will include the entire file structure in a .zip file and, if applicable, an SQL file containing the MySQL database dump.

5.2 Subscription: WordPress login credentials are not available to Customers who purchase Subscription or layout websites. The copyright on Subscription website development is transferred to the website purchaser after two (2) years of active Subscription service. If a Subscription website is paid for in advance, the copyright is transferred upon full payment for website development. If copyright transfer has been processed, Customer may receive a full backup of their website upon termination. The backup will include the entire file structure in a .zip file and, if applicable, an SQL file containing the MySQL database dump. Additionally, Subscription customers must satisfy the two (2) year active service requirement in order to request administrative access under Section 8.

5.3 Provider as part of Customer’s website development project used proprietary development methods, including Provider’s core theme. Use of Provider’s proprietary development content and distribution or use of Provider’s theme, including sharing theme files with other website developers, is strictly prohibited and a violation of this Agreement and Section 5.4 below.

5.4. Confidentiality and Non-Disclosure.

5.4.1 “Confidential Information” shall mean proprietary information and materials provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which at the time of disclosure is designated as confidential by the Disclosing Party or which by its nature would be understood to be confidential information. This includes, but is not limited to, intellectual property, information concerning subsidiaries, affiliates and contractors, business plans, customers, employees, trading partners, trade secrets, new products and concepts, proprietary systems and technologies, financial data and operating procedures, and patient information regardless of form or media.

5.4.2 Information provided by the Disclosing Party shall not be considered Confidential Information if the Receiving Party can demonstrate the disclosed information: (a) was known to the Receiving Party prior to disclosure by the Disclosing Party, (b) is or becomes publicly known in the public domain, (c) is given to the Receiving Party by a third-party who has the right to disclose the information, (d) is independently created or developed by the Receiving Party, or (e) is required to be disclosed by law or court of competent jurisdiction.

5.4.3 Provider and Customer agree that the Confidential Information made available to the Receiving Party by the Disclosing Party shall be used by the Receiving Party solely for the purposes set forth in this Agreement and the applicable SOWs, and that no license or grant, express or implied, in the Confidential Information is made by the Disclosing Party. Unless otherwise expressly authorized by either Party or required by law, all Confidential Information shall be kept in strict confidence. Provider and Customer shall execute similar confidentiality and non-disclosure agreements with all officers, employees, agents, consultants, and sub-contractors that may have access to Confidential Information and agree to be responsible for any breach of this Section 5.


Copyright
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants JS-Solutions Networks 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 JS-Solutions Networks permission and rights for use of the same and agrees to indemnify and hold harmless JS-Solutions Networks 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 JS-Solutions Networks that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

A link to JS-Solutions Networks will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in JS-Solutions Networks’s portfolio.

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Billing

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Charges for services to be provided by OSO Creative are defined in the project estimate that the Client receives via e-mail. Estimates are valid for a period of 30 days after which time OSO Creative reserves the right to alter or decline to provide a quotation after the expiry.

Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of 50% of the project estimate before the work is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.

Payment for services is due by eTransfer or certified cheque. Cheques should be made payable to OSO Creative and sent to us prior to invoices being due with funds being made available.

 

Payment
Invoices will be provided by JS-Solutions Networks upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt.

Additional Expenses
Client agrees to reimburse JS-Solutions Networks for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.


 

Custom Website Development: Customer shall pay a 50% down payment on all custom website development and design services and a 100% down payment on all consulting-related Services included in a SOW. Final payment is due within 15-days of completion and/or prior to website go-live and Access as described in Section 2.2 and the release of any assets to the Customer when Provider is not providing Website Hosting Services. Website Hosting services may be paid monthly or annually per Section 4.5 below. Customer agrees with full understanding under this Agreement if the services are terminated due to no fault of the Provider, excluding force majeure, the down payment is non-refundable.

Subscription Services: Provider requires a down payment of the first month for subscription services and full payment for any add-ons prior to development. Provider requires Monthly Auto-Pay for subscription services. At Provider’s discretion, monthly services may be invoiced via a paper statement mailed at the beginning of each calendar month. A paper statement fee will be added to monthly invoices. Payment for monthly invoicing is due by the 15th of each month.

Consultation / Development: Provider shall be billed in 15-minute increments for website development and addition of the new website features at the rate of listed in Section 4.6(c). Invoices for consultation/development services are due monthly.

Scoping: Provider requires payment in full (100% down payment) for all Scoping Services.

Website Hosting Service: Billing for Website Hosting Service will commence when an order form including hosting service is submitted. The following options are available for website hosting service:

(A) Annual invoicing. Provider will mail an annual invoice for the upcoming calendar year, January 1 – December 31, to accounts not on monthly auto-pay. Payment is due by January 15, or the account will receive monthly paper invoicing. New hosting service accounts will receive a prorated annual invoice for the remainder of the current year.

(B) Monthly Auto-Pay. Hosting service fees will be automatically charged to your credit card on the 1st day of each month.

(C) Monthly Paper Invoicing. Provider will mail an invoice for hosting service each month. A paper statement fee will be added to monthly invoices. Payment for monthly hosting invoicing is due by the 15th of each month.

Provider does not offer monthly email invoicing for hosting service. Termination of Website Hosting Services with Provider requires a 30- day advance notification via phone, email, or postal mail. If a customer chooses to activate a domain name through Provider, any such domain name registration will expire upon termination of Website Hosting Service. Provider reserves the right to change the rates by notifying customers 60 days in advance of the effective date of the change. Provider reserves the right to cancel Website Hosting Service at any time. Refunds will not be issued in the case that a customer cancels their Website Hosting Service before the period for which they have pre-paid.

4.6 Provider shall invoice Change Orders and Customer shall pay in full by down payment for the following services according to following schedule:

Timeline change: $150.00
Each Additional Feature: Cost of the Additional Feature plus a fee of $150.00.
Additional development time at $150.00 per hour.
4.7 Payment is due 15 days after the date of an invoice for all services. Accounts are in default if payment is not received 20 days after the invoice date. If customer pays by check that does not clear, the customer is immediately in default and subject to a returned check charge of $35. Accounts unpaid 60 days after date of invoice will be subject to service interruption. Such interruption does not relieve you from the obligation to pay the monthly charge. Accounts in default are subject to a late fee of $10.00 or 10%, whichever is greater. If your state law does not allow for late fees, penalties, or returned check charges applicable in this Section, then the maximum allowable rate for your state will be charged. If you default, you agree to pay Provider its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.

4.8 Provider reserves the right, upon reasonable notice to the Customer, to adjust the prices included in Section 4 of this Agreement once per year. The Customer agrees that consent to such price increases does not require the consent of Customer.

4.9 ALL DOWN PAYMENTS ARE NON-REFUNDABLE UPON RECEIPT AND EXECUTION OF THIS AGREEMENT. At the sole discretion of the Provider, and upon the Customer signing a separate termination and release agreement, the Provider may provide a refund for payments received upon termination of this Agreement in accordance with Section 7.

 

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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 JS-Solutions Networks’s Web space, JS-Solutions Networks will, at its discretion, remove all such material from its web space. JS-Solutions Networks 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 result in the Client’s account being immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay JS-Solutions Networks reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by JS-Solutions Networks in enforcing these Terms and Conditions.

Projects

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3.1 Provider shall provide Website Hosting, website development, Scoping, or other Services as specified in the SOWs mutually entered into from time to time by and between Customer and Provider and attached hereto as an addendum.
3.2 Provider shall provide scheduled website maintenance, updates, and training as outlined in the SOW. Provider schedules these services during regular business hours on weekdays from 9am – 4pm. Customer agrees to fees specified in subsection 4.3 and 4.6 for the website maintenance, updates, and training services. Website maintenance may include any additions or modifications to the website done by the Provider or Provider’s Affiliates. Additional consulting and training time may be subject to additional billing per Section 4.6.
3.3 Provider will monitor the Customer’s current disk storage and bandwidth. If usage exceeds the amount allocated in the SOW, Provider will contact the Customer in an attempt to arrange for additional Services. If Customer does not respond, or is unable to be reached, Provider shall have the right to take corrective actions for exceeding service allocations. Such actions may include assessing additional charges, increasing, or changing Services, temporarily discontinuing Services, or terminating this Agreement. If the Customer feels that more disk storage is required, it is the customer’s responsibility to contact Provider to discuss options for increased disk storage.
3.4 Provider does not provide email hosting services in any form. Customer is responsible for obtaining separate email hosting services if such service is desired or required.
3.5 Third-Party Service Providers. Customer acknowledges and agrees that from time to time Provider may use personnel that are not Provider employees or Services, such as web hosting, that are provided by third parties under the direction and supervision of the Provider.

2.1 The term of this Agreement shall be from the Effective Date of the Agreement and continue until completion of the Services or for fixed term as defined in any SOW or Completion Timeline, unless earlier terminated by either Party in accordance with this Agreement; provided however, upon such termination, this Agreement shall continue to remain in effect with respect to any SOWs made a part hereunder during the term of this Agreement until such SOWs are themselves expired and performance thereunder is completed.

2.2 Website Go Live and Access: A project is considered complete when full Services outlined in the applicable SOW are completed, final payment is received in accordance with Section 4, and project is approved and accepted by the Customer. Request for additional modifications after acceptance may be completed for a fee at Provider’s discretion. After the completion and acceptance of the project, Customer has one week to launch the website, or relay to Provider any credentials necessary to bring the website online. Failure to launch the website within one week of completion of the project may delay the go live date and may incur additional costs. All changes after the completion of the project will be subject to Provider’s standard website maintenance schedule. Account access to website and written or verbal training, as agreed to in the initial proposal, will be granted only after the final payment for the project is received by Provider.

 


 

 

JS-Solutions Networks will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon JS-Solutions Networks receiving initial payment, unless a delay is specifically requested by the Client and agreed by JS-Solutions Networks.

In return, the Client agrees to delegate a single individual as a primary contact to aid JS-Solutions Networks with progressing the commission in a satisfactory and expedient manner.

During the project, JS-Solutions Networks will require the Client to provide website content; text, images, movies and sound files

6.1 Customer agrees to review in full all SOWs for website development, website design, and other Services provided by Provider.

6.2 Customer acknowledges and Provider reserves Provider’s right to refuse project add-ons or invoice appropriately to account for additional time and materials required by change orders.

6.3 Customer agrees to abide by the schedule set, to review the project timeline and adhere to the dates for Deliverables on its part. If customer fails to meet the scheduled deadlines that result in a delay of project, or risk putting the project on hold, Provider may invoice the Customer for additional resources required or costs incurred should any delay interrupt Provider’s scheduled workflow. The Provider may also, by giving written notice, terminate this Agreement for Customer’s failure to adhere to the requirements this Section 6.3.

6.4 Customer agrees and acknowledges that if Customer causes a delay of 30 days or more on any project or aspect of any project by its failure to provide approval or information to move the project along, to otherwise perform its obligations under this Agreement, or failure to meet deadlines included in any Completion Timeline, the Provider shall deem the project as inactive (“Inactive Project”). Any Inactive Project shall be placed on hold and Provider shall cease all performance of Services in support of the Inactive Project. In order to resume Services, Customer shall pay a fee for any Inactive Project on hold between 30 and 90 days (“Reactivation Fee”). Any Inactive Project on hold for more than 90-days shall subject to a Reactivation Fee and a new Statement of Work with updated Fees and Completion Timeline as provided for by the Provider. Customer shall be responsible for paying any applicable Reactivation Fee, updated down-payment, or other fees prior to Provider performing any Services on reactivated projects.

6.5 Customer is responsible for all content posted or stored on its web hosting space. Provider exercises no control over the content or information contained on the servers used for Website Hosting Services. Provider will not be responsible for any direct, indirect, or consequential damages which may result from the use of this service by its customers or any other related or unrelated third parties. Provider is not responsible for backup or recovery of data in case of loss on the customer’s behalf. There are no warranties expressed or implied for the services Provider provides or the software used by Customer.

6.6 All services provided may be used only in accordance with applicable law. Storage, documentation, transmission, or presentation of information or data that violates International, US Federal, state, or local law is strictly prohibited. This includes, but not limited to, copyrighted or plagiarized material, racist or threatening material, material that is obscene, pornography, “adult only” content, or material protected by other statute. Provider prohibits Website Hosting Service customers from participating in pirating unlicensed software, pirating mp3 files, listing hacker programs or archives, Hosting warez websites, pornography. Use of Provider’s Website Hosting Services to send Unsolicited Commercial E-mail (UCE or “SPAM”) is strictly prohibited and may be cause for immediate account termination. The Customer agrees to pay Provider any reasonable expenses, including attorney and system administration fees, incurred in responding to complaints and damages caused by the action of sending UCE.

6.7 Customer agrees that any access to other networks connected to Provider’s network must comply with the rules appropriate for that other network.

6.8 Customer agrees to the Provider Web Design Privacy Policy, as it is currently available online at www.icebergwebdesign.com, and shall review the Privacy Policy as it is updated from time to time.

6.9 Customer agrees to keep all user IDs and access codes/passwords confidential. Sharing of account information and passwords is strictly forbidden. If Customer’s user ID or password has been compromised, Customer agrees to contact Provider immediately via e-mail or telephone.

 


 

 

Client Review
JS-Solutions Networks 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 JS-Solutions Networks otherwise within ten (10) days of the date the materials are made available to the Client.

Turnaround Time and Content Control
JS-Solutions Networks will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon JS-Solutions Networks receiving initial payment, unless a delay is specifically requested by the Client and agreed by JS-Solutions Networks.

In return, the Client agrees to delegate a single individual as a primary contact to aid JS-Solutions Networks with progressing the commission in a satisfactory and expedient manner.

During the project, JS-Solutions Networks will require the Client to provide website content; text, images, movies and sound files

Failure to provide required website content:
JS-Solutions Networks is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge.

If you agree to provide us with the required information and subsequently fail to do within two week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately.

NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website.

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Notices
15.1 All notices, requests, demands or other communications to either Party shall be in writing and will be deemed to have been duly given if sent by electronic mail (email) to the addresses provided by each Party, or if personally delivered. If electronic mail or personal delivery is impractical, notice may be sent by overnight courier or mailed with package tracing capability to the other Party at the address or addresses provided by either Party.

14.1 Provider warrants that all Services shall be performed by personnel with relevant skill sets, familiar with the subject matter for the SOW, in a professional, competent, and workman-like manner.

14.2 The Provider warrants that the website will perform substantially in accordance with the website specification for a period of 90 days from Acceptance. If the website does not perform, the Provider shall, for no additional charge, carry out any work necessary in order to ensure that the website substantially complies with the website specification.

14.3 The warranty set out in Clause 14.2 shall not apply to the extent that any failure of the website to perform substantially in accordance with the website specification is caused by the website software or any materials or by the Customer’s installation of third-party plugins or other modifications to the website not performed by the Provider.

14.4 This agreement sets out the full extent of the Provider’s obligations and liabilities in respect of the supply of the services. All conditions, warranties or other terms concerning the services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

14.5 WARRANTY DISCLAIMER. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING THE SERVICES AND DELIVERABLES ARE HEREBY DISCLAIMED AND EXCLUDED. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT WILL MEET CUSTOMER’S REQUIREMENTS OR WILL PERFORM, OR BE PERFORMED, WITHOUT ERROR OR INTERRUPTION, AND PROVIDER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


Post-Placement Alterations
JS-Solutions Networks cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

7.1 Website Hosting Services. Provider requires a 30-day notice prior to canceling a Website Hosting Service account.

7.2 Subscription Services. Whereas the cost of development is broken down into monthly payments rather than an upfront development charge, a one-year minimum contract is required. If service is cancelled early, the final balance on remaining months of service is due. Two years of consecutive service must be paid for in order to be eligible to obtain copyright transfer under Section 5.2 or to request administrative access under Section 8. Upon cancellation, you will be sent a bill with your final balance (up to 30 days after notification) after your cancel request. At the time of cancellation all website files will be deleted from our server; you are responsible for requesting a backup of these files should you need them for future use.

7.3 Termination by Provider. Provider may choose to terminate this agreement subject to subsection 6.3 by providing written notice of termination. Provider may also choose to terminate this Agreement if Customer commits a breach of material term. Provider may choose to offer a partial refund contingent upon Customer agreement not to pursue any action against the Provider or make derogatory statements about Provider on any social media and/or review websites. Under no other circumstances, unless expressly stated as part of a SOW or this Agreement, shall a Customer be entitled to a refund of monies paid for Services.


Default
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 JS-Solutions Networks’s Web space, JS-Solutions Networks will, at its discretion, remove all such material from its web space. JS-Solutions Networks 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 result in the Client’s account being immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay JS-Solutions Networks reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by JS-Solutions Networks in enforcing these Terms and Conditions.

Termination
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. 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.

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Hosting

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Maintenance

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Support

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Web Browsers
JS-Solutions Networks 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 (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that JS-Solutions Networks cannot guarantee correct functionality with all browser software across different operating systems.

JS-Solutions Networks 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, JS-Solutions Networks 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.