Standard Website and Plan Agreement and Terms - Updated 12/01/2017
1. Introduction
Thank You for choosing Global Presence. All agreements are made solely between the Client, “You” (the party to whom the Company provides services) and “Global Presence”.
2. Project Definition
These Terms of Business should be read in conjunction with the Project Definition sent to You at the same time (“Project Definition”) which incorporates these Terms of Business. The Project Definition sets out, amongst other things, the services Global Presence will provide to You (“Works”) and the fees which will be charged (“Fees”). Additional defined terms are set out in the Project Definition. Global Presence aims to offer a friendly and efficient service and will exercise reasonable skill, care, and diligence in carrying out the Works.
These Terms of Business come into force with immediate effect upon Your first instructions or order and these Terms of Business will apply to any current and future instructions or commission that You are kind enough to give Global Presence and to any specific Works referred to in the current or a future Project Definition.
These Terms of Business and the Project Definition constitute the entire agreement between Global Presence and You regarding the Works. Any additional work not specified in the Project Definition must be authorized by a written change order signed by You and Global Presence and may result in changes to Fees and Disbursements.
3. Your Brief
You, as Global Presence client, represent, undertake and warrant to Global Presence that, to the best of Your knowledge: (i) any instructions are given and materials supplied by You will be accurate and complete and will not cause Global Presence to infringe the rights (including intellectual property rights) of any third party or the laws or regulations (including data protection legislation) of any country and (ii) You have complied and will comply with the Minimum Client Requirements set out in the Project Definition.
Global Presence and You agree to work together to complete the Works in a timely manner. Global Presence agrees to work expeditiously to complete the Works in line with the Timeframe agreed in the Project Proposal emailed to you, however, this Timeframe is dependent on Global Presence being provided with Your continued cooperation in order to approve Works at various stages. Global Presence cannot be held responsible for any loss incurred where You (or any third party instructed by You) have not provided clear and complete instructions within any given time limit and with sufficient notice.
If You request changes to the Works Global Presence reserves the right to revise the Project Definition. If the Works are shortened, delayed, canceled or terminated early by You, the final invoice will include the balance of the Fees for providing the Works plus any reasonable costs and disbursements incurred by Global Presence due to Your acts or omissions. For example, You shall be liable for the costs and disbursements incurred by Global Presence for prebooked fieldwork, which is delayed, not used or not fully used.
Global Presence recommends that You retain copies and backups of all materials, data or information provided to and from Global Presence.
4. Subcontracting
Global Presence reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as timely completion. Global Presence shall be the primary obligor in relation to such sub-contractors.
Global Presence is only responsible for the quality of the service provided by subcontractors if those subcontractors have been selected and paid for directly by Global Presence. If You designate a specific sub-contractor, then Global Presence shall not be responsible for the accuracy, completeness or quality of the work of that sub-contractor.
5. Fees and Disbursements
Global Presence Fees are exclusive of tax which must, therefore, be added at the current rate if you're not tax-exempt. This will be indicated on invoices. Global Presence Fees are also exclusive of disbursements (including travel), which are therefore charged in addition. Disbursements include payments made or incurred on Your behalf as well as miscellaneous office expenses such as printing, traveling and out of pocket expenses. Mileage will be charged in line with IRS guidelines. All expenses must be pre-approved by the client within the agreed upon in the actual and projected budget expenses of the project.
Payment of Fees for Works shall be on delivery of the Works. Any Works provided over more than one calendar month will be subject to invoice at the start of each calendar month with the final invoice raised on the delivery of the last works. All invoices shall be due on the invoice date and shall be subject to payment within 14 days.
If You dispute, deem incorrect or inaccurate any invoice, contract or agreement Global Presence must be notified, in writing, within 48 hours of receipt. Failure to do so renders any future claim inadmissible.
For Global Presence to remain in business, payments must be made promptly. A ten dollar additional fee will be incurred if payment is not received within ten (10) days of the due date. If an amount remains delinquent thirty (30) days after its due date, an additional five percent (5%) interest will be added for each month of delinquency from the date of the invoice. Global Presence reserves the right to suspend work without notice until Final Payment is made. Where debt collection or proceedings prove necessary, You agree to pay all fees and costs incurred by that process.
6. Confidentiality and Intellectual Property
All information You provide Global Presence will be regarded as confidential to the extent that it is not in the public domain, but You should advise Global Presence if any information is particularly sensitive. Global Presence will not divulge any confidential information obtained from You otherwise than by Your instructions.
You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork (including all associated intellectual property) furnished by You (or on Your behalf) to Global Presence for inclusion in the Works are owned by You, or that You have permission from the rightful owner to use each of these elements, and will hold harmless, indemnify, and defend Global Presence and its subcontractors from any claim or suit arising from the use of such elements furnished by You.
Intellectual property rights (including but not limited to copyright and database rights) in all Works are owned by Global Presence in the first instance. All intellectual property rights owned by Global Presence in finished, approved Works created specifically for You will be assigned to You automatically on receipt by Global Presence of the Final Payment of Fees in cleared funds. All Intellectual property rights in third-party materials are owned by those third parties and will be licensed to You on the terms set out in the Project Definition.
Global Presence and its subcontractors retain the right to display Works, graphics and other design elements as examples of their work in their respective portfolios (including online).
7. Termination
Either party may terminate this engagement upon one month's notice unless in an agreement as invoice or quote states. The notice must be provided in writing. Global Presence will use its reasonable endeavors to complete any Works in progress and Global Presence will remain entitled to payment for completion of those Works.
Either party may terminate this engagement immediately for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 45 days of notification being given to the defaulting party.
Global Presence reserves the right, for good reason and upon reasonable notice, to terminate Global Presence engagement without further liability on Global Presence. This will be confirmed to You in writing if requested. “Good reasons” include if You: do not give Global Presence instructions within a reasonable period; do not pay promptly any request for money on account, or do not pay a bill within the due period.
8. Warranties and Liability
All conclusions, recommendations, forecasts, reports, letters or other communications, whether oral or written, provided by Global Presence (together, the “Recommendations”) are made in good faith and on the basis of information available to Global Presence at the time whether from You or from information in the public domain and the validity of such Recommendations will depend, amongst other factors, on Your effective cooperation and the quality of the information made available by You. No warranty or representation, express or implied, is given as to the Recommendations provided by Global Presence and You shall be responsible for the proper adaptation of such Recommendations to Your own circumstances.
All Recommendations given by Global Presence are for Your use only and are not to be disclosed or reproduced to third parties without the prior written consent of Global Presence.
Global Presence shall not be liable for any consequential or indirect loss suffered by You whether such loss arises from a breach of contract or tort or in any other way (including losses arising indirectly or consequentially from Global Presence negligence). Compensation for any direct losses arising under this agreement shall be limited to the value of the current Project Definition.
You and Global Presence acknowledge that the Fees payable under these Terms of Business have been determined on the basis of these limitations of liability and reflect the division of risks set out in these Terms of Business and that, accordingly, the division of risk is agreed by the parties to be fair and reasonable in the circumstances.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
9. Hourly Rates
For the website that require infrequent updates, then an hourly package will suit client needs: $1.25 per minute/10 minute minimum charge.
If the website requires more frequent updates we recommend the purchase of maintenance package/plan. Our site maintenance package includes the following:
- Priority service, i.e., shorter turnaround (1-2 Business Days)
- Updating, correcting or creating new HTML web pages as requested.
- Image scanning, image optimization and image placement on websites.
Common Maintenance Task Include, but not limited to:
- Addition of new content, modification of existing content and deletion of old material.
- Website design upgrades or modifications.
- Addition of new website features.
- Adding new products.
- Adding new extensions.
See current maintenance rates here: https://gp.marketing/terms
10. Maintenance Roll Over Hours
Global Presence will roll over any number of hours that You did not exhaust from your maintenance package into the next month up to 3 months.
For Example:
If you have a Plus Package (5 hours/month) and only use 3 hours in the first month (leaving 2 rollover hours), and only 2 hours in the second month (3 rollover hours), you can add the 5 unused hours to the third month.
11. Data Protection
Details of the individual to whom these Terms of Business are sent, together (where relevant) with details of other key individuals within Your organization supplied to Global Presence from time to time, will be entered onto Global Presence client database. Global Presence will use these details primarily to provide You with the Works. In addition, Global Presence may use these details to contact You by post, telephone, e-mail or fax for marketing purposes or to make searches with credit reference agencies. Global Presence may also disclose these details for these purposes to any agents, associates, advisors or contractors that we agree Global Presence should work with on Your behalf.
It is Your responsibility to ensure that the communication of any sensitive or personal data by You or Your agents to Global Presence does not breach the rights of any data subjects and that the use of such data by Global Presence pursuant to the Project Definition does not breach any data protection regulations or legislation. You hereby indemnify Global Presence in this respect.
12. Electronic Communications
During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe for use.
We each agree to use reasonable procedures to check for the most recently known viruses before sending and receiving information electronically, but we each recognize that such procedures cannot be a guarantee that transmissions will be virus-free. We shall each be responsible for protecting our own interests in relation to electronic communications. Neither of us shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.
13. General
A person who is not a party to the agreement between us has no right to enforce any term of the engagement.
The rights and remedies available to Global Presence by virtue of these Terms of Business are without prejudice to any other rights or remedies available to Global Presence. Any failure by Global Presence to exercise or delay by Global Presence in exercising a right or remedy provided by these Terms of Business or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
The contract between us is on the basis of these Terms of Business and is subject to US Law and the exclusive jurisdiction of the US Courts.
Global Presence looks forward to working with You. Your payment of an invoice will amount to an acceptance of these Standard Terms and Conditions.