CLEANINGSEO WEB DESIGN TERMS OF SERVICE
Updated: December 18, 2016
1.0 TERMS AND CONDITIONS
CLEANINGSEO.COM(hereinafter referred to as “CLEANINGSEO”) agrees to provide the Client(hereinafter referred to as “CLIENT” or “YOU”) with a Web Design monthlymembership (hereinafter referred to as “WEBSITE”) as described below. By placing an order for a WEBSITE, the CLIENT confirms they have read the Terms and Conditions of this Agreement in its entirety, and agrees to be bound thereby.
1.2 TERM OF AGREEMENT
This Agreement shall begin immediately upon the ordering of a WEBSITEby the CLIENT and continue until terminated by the CLIENT or CLEANINGSEO. This is a month to month Agreement.
1.3 DELEGATION OF THE SERVICES
CLEANINGSEO shall have the right and authority to delegate the Services to anyone they so choose including but not limited to employees, contractors, subcontractors, and freelancers to perform the services.
1.4 INDEPENDENT RELATIONSHIP
CLEANINGSEO shall perform all the Services herein as an Independent Contractor and not as an employee of the CLIENT. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between CLEANINGSEO and the CLIENT nor will anything in the Agreement be deemed to constitute CLEANINGSEO or the CLIENT the agent of the other. It is agreed and acknowledged that CLEANINGSEO may also provide the services to other persons, firms, corporations and or organizations during the term of this Agreement.
1.5 LIMITED AUTHORITY
The CLIENT has no authority to enter into any contract, commitment or obligation on behalf of CLEANINGSEO without the prior written consent of CLEANINGSEO.
1.6 MANNER OF SERVICES
CLEANINGSEO shall control the manner in which the services are performed & completed and shall be responsible for determining how to do the work and what resources and time are required or whether or not other people shall be retained by CLEANINGSEO for the purpose of delivering the services.
1.7 COPYRIGHT AND CONTENT
The CLIENT acknowledges that the content added to the WEBSITE by the CLIENT is their sole responsibility and not in any way the responsibility of CLEANINGSEO (even when content is posted by others who have access to their account).
The WEBSITE, and the content provided by CLEANINGSEO, including but not limited to the graphic design, computer coding, marketing materials and technical processes are owned by CLEANINGSEO, and cannot be copied, altered in any way or distributed by the CLIENT. The CLIENT does not own any of the WEBSITE or content in any way, except the content added to the WEBSITEby the CLIENT which is not owned by CLEANINGSEO.
CLEANINGSEOreserves the right to identify itself as the service provider. CLEANINGSEO will place one hyperlink and logo or equivalent on the WEBSITE, that may direct visitors to another web location operated and managed by CLEANINGSEO. This logo and/or link may not be removed without the prior consent of CLEANINGSEO.
The CLIENT must not allow others to alter in any way, copy, disseminate, or reproducethe WEBSITE, and must not provide their password to anybody except their representatives, and if breached, will be liable to the damages suffered by CLEANINGSEO.
1.8 LICENSE TO USE
CLEANINGSEO agrees to grant the CLIENT a non-perpetual worldwide license to use the WEBSITE and its related software and contents during the term of this Agreement so long as the CLIENT hasno past due balances owed to CLEANINGSEO.
1.9 CANCELLATION AND TERMINATION
The CLIENT can terminate this Agreementat anytime by providing CLEANINGSEO with 30 days’ notice in writing. Phone calls will not be acceptable mediums for cancellation. The CLIENT will need to provide written notice. Emails are sufficient.
Upon termination notice by the CLIENT, one final payment will be charged regardless of when the termination notice is received or where the CLIENT is at in the current month billing cycle. The WEBSITE will remain online for (30) thirty days after CLEANINGSEO receives the termination notice from the CLIENT to allow the CLIENT sufficient time to seek another WEBSITE service provider.
CLEANINGSEO may terminate this Agreement at any time for any reason with or without cause by providing the CLIENT notice of Agreement termination in writing.
2.0 TIME FOR COMPLETION
CLEANINGSEO agrees to provide the completed WEBSITE to the CLIENT within 30-45 days provided the CLIENT provides and co-operates with CLEANINGSEO as per the terms and conditions contained herein.
2.1 SUPPLY OF MATERIALS
The CLIENT must supply all materials and information required by CLEANINGSEO to complete the WEBSITE. Such materials may include, but are not limited to, photographs, written copy, logos and other material. Where there is any delay in supplying these materials to CLEANINGSEO which leads to a delay in the completion of WEBSITE, CLEANINGSEOshall have the right to extend the time for completion by a reasonable amount.
In the event the CLIENT fails to supply the materials, and that prevents the progress of the WEBSITE, CLEANINGSEO shall have the right to invoice the CLIENT for any part or parts of the WEBSITE already completed.
CLEANINGSEO shall have the right to limit the number of revisions to a reasonable amount and may charge for additional revisions if the CLIENT makes a change to the original design. Our website development phase is flexible and allows certain variations to the original specifications. However, any major deviation from the specification will be charged at the rate of $50.00 per hour.
2.3 PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation. 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 your side and be made available on a daily basis in order to expedite the feedback process.
2.4 APPROVAL OF WORK
On completion of the WEBSITE the CLIENT will be notified and have the opportunity to review it. The CLIENT must notify CLEANINGSEO in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to CLEANINGSEO as unsatisfactory within the 7-day review period will be deemed to have been approved by the CLIENT. Once approved, or deemed approved, work cannot subsequently be rejected and the WEBSITE will be deemed to have been completed.
2.5 REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
2.6 PAYMENT CURRENCY
All payments made to CLEANINGSEO shall be in the form of lawful currency of the United States (US Dollars).
2.7 INVOICING & PAYMENTS
The CLIENT agrees to pay CLEANINGSEOa setup fee of $299.00 and then $99.00 per month for the duration of this Agreement. The initial payment is charged upon the ordering of a WEBSITE, and all monthly services fees will be processed every month thereafter on the same day of the month. An administrative fee of $15.00 may apply for NSF payments at the discretion of CLEANINGSEO. All one-time service fees must be paid in advance of the services being performed. All fees are plus taxes when applicable.
2.8 REFUNDS, SUSPENSIONS AND SERVICE CHANGE TERMS
There will be no refunds or credits for partial months of service, service change refunds, or refunds for months unused. All fees are non-refundable. In order to treat everyone equally, no exceptions will be made.
Payments will continue until the services provided have been canceled by the CLIENT.
Any questions or discrepancies regarding chargesmust be reported to us within (15) fifteen days of the date of our invoice or other statement. Failure to notify us within this time period will constitute your acceptance of such charges.
For any upgrade or downgrade in your services, your payment option provided at start of services will automatically be charged the new rate on your next billing cycle.
2.9 LATE FEES
Outstanding balances more than 15 days will be marked overdue and be subject to a 5% late fee penalty. All outstanding balances more than 30 days will be subject to a 10% late fee penalty and immediate suspension of the services until outstanding balances are paid. All outstanding balances more than 45 days will be subject to a 20% late fee penalty and sent to a collection agency for collection of outstanding amounts and reporting to the credit bureaus.
3.0 BONUS OR OTHER COMPENSATION
In the event CLEANINGSEO provides other services to the CLIENT, CLEANINGSEO will inform the CLIENT of the total cost for the other services and will require a signed work order, quote, estimate or contract along with payment for the services from the CLIENT before the other services begin.
3.1 ADDITIONAL EXPENSES
The CLIENT agrees to reimburse CLEANINGSEO for any expenses which do not form part of the WEBSITE including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, or comparable expenses.
3.2 CHANGES TO SERVICES AND PRICING
CLEANINGSEO has the right to improve current technology and support capabilities, as long as the service levels provided to the CLIENT are maintained or improved.
Prices of all services are subject to change upon 30 days notice from CLEANINGSEO. Such notice may be provided at any time by posting the changes to CLEANINGSEO website or by emailing the notice to the CLIENT.
CLEANINGSEO shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
3.3 WARRANTY AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
The CLIENT must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications. You agree to indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
3.4 SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization according to current best practices. For search engine ranking plans please contact us.
3.5 CONSEQUENTIAL LOSS
CLEANINGSEO shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
CLEANINGSEO shall maintain a backup of the WEBSITE at a minimum of one time per month and a maximum of one time per day. In the event of a WEBSITE failure, CLEANINGSEO reserves the right to restore the WEBSITE from a previous backup. If the WEBSITE failure has been caused by a direct or indirect act of the CLIENT, CLEANINGSEO reserves the right to charge the CLIENT a restore fee of $100.00.
3.7 DOMAIN NAMES AND WEB HOSTING
The CLIENT is solely responsible for securing or purchasing a domain name through a separate Domain Name registrar. CLEANINGSEO will provide separate instructions on pointing the domain name to the WEBSITE designed for the CLIENT which will be hosted on CLEANINGSEO’S servers. CLEANINGSEO reserves the sole right to host the WEBSITE internally, or on a (3rd) third party server and make changes, updates, upgrades, downgrades, or any other hosting changes CLEANINGSEO deems necessary for the delivery of the services without notice to the CLIENT.
3.8 EMAIL HOSTING
CLEANINGSEO will provide hosting for the WEBSITE only. The CLIENT is required to host any email addresses at the domain registrar and must contact the registrar for any email issues. CLEANINGSEO does not provide tech support for any email related issues.
3.9 CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “WordPress”, “Joomla”, we endeavor to ensure that the WEBSITE we create is compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions, or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are 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 CLEANINGSEOfrom any claim, penalty, tax, tariff loss or damage arising from your use of Internet electronic commerce.
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 we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of CLEANINGSEOunder any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
The CLIENT agrees to keep confidential all Confidential Information and any uses or disclosures of Confidential Information by or on behalf of the CLIENT must be expressly approved by CLEANINGSEO in writing. The CLIENT agrees to protect the Confidential Information and prevent any wrongful use, dissemination or publication of the Confidential Information not permitted hereunder by a reasonable degree of care, but no less than the degree of care than it uses to protect its own confidential information of a like nature.
The CLIENT acknowledges that through this Agreement and the delivery of the Services it will gain access to and knowledge of CLEANINGSEO, our employees, agents, officers, directors, staff, clients, subcontractors, suppliers, advertisers, partners, distributors, marketing systems, strategies and techniques, lead generation systems, business contacts, customers, and the operations of CLEANINGSEO and our business.
The CLIENT agrees and warrants that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement it will not directly or indirectly in any individual, representative or participatory capacity divert or attempt to divert, induce, poach, solicit or interfere in any way with any Customer account that was serviced by CLEANINGSEO at any time during the term whether the Customer account was solicited or un-solicited by the CLIENT. Furthermore, the CLIENT agrees that if any such Customer accounts are or were part of a chain of premises, the CLIENT’s covenants under this paragraph will apply to all premises that are part of those chain(s) in every city or municipality serviced by CLEANINGSEO during the one (1) yearafter the termination of this Agreement.
The CLIENT also agrees that during the term of this Agreement and for a period of one (1) yearafter the termination of this Agreement it will not directly or indirectly in any individual, representative or participatory capacity, divert or attempt to divert, induce, poach, solicit or interfere in any way with CLEANINGSEO, our employees, agents, officers, directors, staff, clients, subcontractors, suppliers, advertisers, partners, distributors, marketing systems, strategies and techniques, lead generation systems, business contacts, customers, and the operations of CLEANINGSEO and our business. If the CLIENT is in violation of this section, CLEANINGSEO will be entitled to preliminary and permanent injunction relief without the necessity of proving actual damages.
4.4 INDEMNITY AND WAIVER
The CLIENT agrees to indemnify and save harmless CLEANINGSEO, its employees, agents, officers, and directors from any Claims arising as a result of or in relation to your relationship with CLEANINGSEO.
In no event, will CLEANINGSEO be liable to the CLIENTfor any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CLEANINGSEO has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
CLEANINGSEO’s liability for any claims made by the CLIENT or third parties will be limited to the fees charged and collected from the CLIENT by CLEANINGSEO, up to a maximum of the previous 12 months.
4.5 TIME ZONE
All references in this Agreement regarding times, business days, statutory holidays and notices are as per Eastern Standard Time, and the City of Toronto, Ontario, Canada.
4.6 ASSIGNMENT OF AGREEMENT
This Agreement may not be assigned by the CLIENT to any other person or party without our prior written consent. CLEANINGSEO may assign this Agreement and all rights and or obligations hereunder to any third party without notice for any purpose including without limitation the collection of unpaid amounts, or in the event of an acquisition, corporate or business reorganization, merger or sale of the business or assets to another party or entity.
4.7 LEGAL MATTERS
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
4.8 GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
4.9 EXECUTION AND COUNTERPARTS
Each Party acknowledges that prior to the execution of this Agreement, it read this Agreement, it had the opportunity to be advised by an independent legal advisor if it so desired, and that it understands and agrees to be bound by this Agreement. This Agreement may be executed in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original.
5.0 ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior Agreements or understandings of the Parties pertaining to that subject matter.
By my acceptance, I acknowledge, represent and agree that this order is to be implemented, authorize payment under the plan selected and be bound by all the Terms and Conditions of this Agreement.
5.1 CONTACT CLEANINGSEO
The CLIENT can contact CLEANINGSEO at any time by submitting the form on our contact us page, or by submitting a support ticket. CLEANINGSEO will do our best to respond within (1) one business day.