1. Definitions
The following Service Contract document is a legal agreement between “Xpert Business Solutions”, hereafter the “Service Provider” And “The Client” For the purposes of Website Design, Web Hosting & Software development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
The Service Provider is an Software and web Services provider offering the Client graphical design, HTML, CSS, JavaScript, PHP, WordPress (and WooCommerce), eb Hosting Services and other related computer programming languages.
All communications/correspondences are generally done via emails. Its client’s responsibilities to keep us updated with their relevant email addresses. Any delays at clients end, may delay the project and proposed timeframes and may incur additional costs.
Clients to ensure that we have included all requirements in the quotes/proposals/estimates and that we fully understand their requirements. Clients must provide us with clear guidelines along with the flow or specific details they may require. When such details are not provided, we will proceed with our understanding of the requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your project and ensure that you have been quoted on the right requirements.
2. Acceptance of Work
Quotations are valid for 20 days from the date of issue. When the Client places an order to purchase a product (Software/Hardware) from the Service Provider, the order represents an offer to the Service Provider to purchase the product (Software / Hardware). No contract for the supply of services exists between Client and Service Provider until the Service Provider sends an invoice to the Client for payment. The invoice equals acceptance by the Service Provider (or third party Service Provider) of the Client’s offer to purchase services from the Service Provider and this acceptance of work is a valid contract between Client and Service Provider regardless of whether the Client receives the invoice.
Any other services on the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records. The Service Provider is liable to withdraw from the contract at any time prior to acceptance.
Additional work requested by the Client that is not specified in the agreed quotation is subject to an additional quotation by the Service Provider on receipt of the specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project. If a functional specification and a set of testing criteria are included within the quotation, the Service Provider is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.
The Client agrees that the standard development platform (available upon request or at our website https://xpert.pk/terms_and_conditions is an agreeable platform for the development of the website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional work.
The Client agrees to provide any needed information and content required by the Service Provider in good time to enable the Service Provider to complete a design or website work as part of an agreed project.
Please note: the client has the sole responsibility for adding site content. “Xpert Business Solutions” does not add content to a website (web pages, products etc.). “Xpert Business Solutions” provides the working website and a Content Management System which is designed for the client to make full use of and add material themselves. Should an agreement be made between Xpert Business Solution and the client for the inclusion of content then the following rules apply;
- All content must be provided in a timely fashion. If the content is not given quickly enough then Xpert Business Solutions will complete the website and the CMS with basic templates requiring the client to add the content themselves. The project will then be treated as completed and all project fees will be owed.
- Once content has been added by Xpert Business Solutions then no further alterations will be made by Xpert Business Solutions. All additional changes will be chargeable.
- Xpert Business Solutions is not responsible for proofreading the content or checking for incorrect information this is the sole responsibility of the client.
- Content CANNOT be taken from other websites. Xpert Business Solutions will not check if content provided is taken from other sources.
3. Permission and Copyright
Copyright of the completed web designs, images, pages, and code and source files created by the Service Provider 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 Service Provider.
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 prior written agreement between the Client and the Service Provider.
The Client agrees that resale or distribution of the completed files is forbidden unless a prior written agreement is made between the Client and the Service Provider.
The Client hereby agrees that all media and content made available to the Service Provider 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 Service Provider from any claim or suit that may arise as a result of using the supplied media and content.
The Client agrees that the Service Provider reserves the right to include any work done for the Client in a portfolio of work.
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.
4. Material
The Service Provider reserves the right to refuse to handle:
- Any media that is unlawful or inappropriate.
- Any media that contains a virus or hostile program.
- Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
- Any media that constitutes a criminal offence, money laundering, scamming, or infringes privacy or copyright.
5. Web Site, Software Development, Domain Names and Hosting
The Service Provider can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third-party service.
The website or software application will be designed to be deployed on the web, via using a commercial grade web-server or a similar setup. Based on your website traffic, the website may not perform if deployed on a generic office network environment.
Domain registration/renewal etc. charges are not included as a part of any project/proposal unless mentioned otherwise. If requires, a quote for which will be submitted separately and approved by the client. Hosting charges are included in the quotations unless mentioned otherwise. Xpert Business Solutions can organize an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client. Where clients decide to organize their own hosting, we should be consulted before finalizing the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Xpert Business Solutions will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
The Client agrees that registration of a domain name does not provide an endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Service Provider holds no liability and the Client hereby agrees to indemnify and hold harmless the Service Provider from any claim resulting from the Client’s registration of a domain name.
The domain name is registered in the Client’s own name, with the address and contact details of the Service Provider. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.
The Client agrees to take all legal responsibility for use of third-party domain name and hosting services and supply truthful details to the third party services.
The Client agrees that information submitted for registration of domain names is then available to the general public via the Nominet Who is system. However, Clients who are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Who is system.
The Client is liable to pay the Service Provider for any domain name registrations and the initial set-up of the hosting if included as part of the website build.
Any support relating to the domain name, hosting and email services are between the Client and the third-party service.
Any other domain name and hosting services or costs not included by the Service Provider, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the third party services.
The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the Client and third-party service.
The Client agrees that if at any time their contact details, including email address, change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that renewal invoices for the domain name and hosting services are not received by the Client.
Payment for a domain name and hosting services is to be made immediately upon receipt of an invoice from the third party service. Failure to comply with the payment terms may result in the Clients domain name becoming available to another party and/or the website and email services becoming unavailable.
The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that the Service Provider requires uploading the website if required as part of a project. The Service Provider reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.
The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the Service Provider from any claim resulting from the client’s publication of material and use of the domain name, hosting and email services.
The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.
6. Projects
During a website/Software project, it is important that the Client communicates information to the Service Provider to achieve the required result.
All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Service Provider reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. The Service Provider reserves the right to request payment be received for further alterations before continuing work.
If the Client requests a design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Service Provider reserves the right to quote separately for these alterations.
If optimized pages are included as part of the project, the Service Provider will optimize the Client’s web pages that already make up part of the project. Optimized pages are not part of new pages. The optimization of the web pages can include the Meta tags, keywords, description, title, alt tags and text provided by the Client.
The Service Provider will keep a copy of the site and design source files when a website project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.
All communications between Service Provider and Client shall be by telephone, email, Skype or postal mail, except where agreed at the Service Provider’s discretion.
7. Accessibility & Web Standards
The Service Provider shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Service Provider cannot guarantee correct functionality with all browser software across different operating systems.
The Client agrees that, following the handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, the Service Provider 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, domain name or hosting changes.
The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.
8. Payment Terms
Prices are subject to change without notice.
Payments are made on a staged basis with 50% advance of any work. All invoices must be paid in full within 7 days of the invoice date, except where agreed at the Service Provider’s own discretion. All payments are made on a staged basis and NO further work will commence until each staged-payment has been made.
The Service Provider reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Service Provider reserves the right to remove its work for the Client from the Internet if payments are not received.
The Service Provider may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The Service Provider reserves the right to quote for any updates as separate work. The Client agrees that the Service Provider is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Service Provider harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
9. Interpretation
The Service Provider reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Service Provider shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation. Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law.
Any and all matters pursuant to this agreement are governed by Pakistan’s Law and are under exclusive jurisdiction of the Supreme/High Courts.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understand, and accept the Terms and Conditions of this Agreement and agrees to be legally binding by these Terms and Conditions. The Service Provider reserves the right to alter these Terms and Conditions at any time without prior notice.
10. Zero-Tolerance for bad behavior policy
Xpert Business Solutions operates a zero-tolerance policy towards bad behavior.
The safety of our employees, clients, and visitors is an important concern to the organization. Threats, threatening behavior or acts of violence against employees, clients, visitors or others while on the clients or suppliers/Service Provider s property or third-party location, conducting business or receiving services from the supplier/Service Provider won’t be tolerated. The supplier/Service Provider reserves the right to immediately end any contract should any violations of this policy occur, and if appropriate all threatening behavior will be reported to the authorities.
Any person who engages in violent or threatening behavior in person, on the phone, on the Internet, Social Media, or who uses any electronic means to make a threat against a staff member, volunteer shall be in breach of the zero-tolerance policy and the supplier/Service Provider will reserve the right to terminate any contract and if appropriate all threatening behavior will be reported to the authorities.
Should any contract be terminated due to a breach of the zero-tolerance policy by the client then any outstanding invoices owed to the supplier/Service Provider must be paid in full.