These are the standard terms and conditions for our services. Included but not limited to Website Design and Development, Training, Consulting, Digital Products and apply to all contracts and all work. Confirm that you as the client agree to adhere by these terms and conditions of service and represent an agreement between you (the client) and Yader Gil (Progeektech.com)
NOW, THEREFORE, in consideration of the mutual promises herein and other valuable consideration, the par- ties agree as follows:
Progeektech agrees to perform services for the Client as described in one or more Statements of Work. Any conflict or inconsistency between the provisions of this Agreement and any executed Statement of Work shall be resolved by giving precedence to the executed Statement of Work under which the services are to be performed and then to this Agreement.
Client has the right to title, and interest in a website containing intellectual property owned by the client together with, but not limited to textual content, video and/or audio. The client wants Progeektech to host the website.
Client understands that Progeektech websites must be hosted on Progeektech servers however not all websites are compatible or require, so in that case is client responsibility. Progeektech shall not be liable for any interruption to the provision of the client or the hosting services where an interruption is beyond the control of Progeektech including but not limited to force majeure.
Progeektech websites most come with a Content Management System known as the CMS, Ownership of the intellectual property of the CMS software and design templates is not transferred to the client as part of the purchase of the website.
Progeektech shall provide an ongoing support allocation inclusive in its regular ongoing costs with limits. Any support incidents raised beyond the terms will be charged at a rate of $150 per hour, including. Progeektech will waive charges for support at its discretion. The client will not be charged for any support incidents determined by Progeektech to be attributable to a problem with the underlying software or an error on the part of Progeektech.
In consideration for Progeektech Services, Client shall pay Progeektech as set forth in any applicable Statement of Work. In addition, Client shall reimburse Progeektech for all reasonable and documented out-of-pocket expenses incurred by Progeektech, its employees, agents and subcontractors, in performing the Services. Progeektech will send Client periodic statements for fees and expenses incurred. All fees and expenses incurred shall first be paid from the amount agreed. Client will pay Progeektech statement for fee sand expenses incurred within thirty (30) days after each statement’s date. Failure to pay any statement after thirty (30) days from the statement date shall be, at the sole discretion of Progeektech, cause for termination of this agreement.
This Agreement shall be effective as of the date hereof, and shall terminate on the completion of all services to the mutual satisfaction of the parties; Client’s obligation to make the payments required by paragraph 2 above shall survive the termination of this Agreement until paid in full or otherwise mutually agreed to by the parties in writing. Either party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other, provided that if Client terminates this Agreement before the completion of Services here under.
I. Progeektech have an acceptable use policy, and the client upon executing this Agreement is deemed to have read and understood the acceptable use policy of Progeektech and agreed to be bound by it. The current acceptable use policy may be found at progeektech.com/privacy-policy
II. The acceptable use policy of Progeektech may change from time to time. In the event this policy changes, Progeektech shall advise the client in writing within 7 days of the change of the acceptable use policy. In the event Progeektech are required to advise the client of such a change of the acceptable use policy, the client may at its option terminate this Agreement by giving 7 days’ notice to Progeektech.
III. Notwithstanding anything contained in the acceptable use policy of Progeektech as set out in this Agreement the client warrants to Progeektech that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website that it has requested Progeektech to host. In the event that the client, in allowing Progeektech to host its website, breaches any law of but not limited to any State or Territory of the Commonwealth of the USA. Progeektech may terminate this Agreement without prejudice to the rights of Progeektech to seek one or all of the Compensation damages indemnities relating to liability incurred as a result of the client’s aforementioned breaches.
The Services described in the Agreement are based on information provided by the Client. Client undertakes that all documents, information, and data necessary for Progeektech to perform the Services will be made available to Progeektech in a timely fashion. Client will make available such employees of its organization as are necessary to assist Progeektech in fulfilling its obligations under this Agreement. Ordering of third-party services, if any, will be affected by Client in consultation with Progeektech. Client undertakes the adequate and timely introduction of Progeektech employees and agents within Client’s organization and, if required by law, will obtain all necessary approvals of the applicable governing body in connection with the performance of Services. In case any or all of the above conditions are not complied with, not complied with properly or not timely complied with, or if Progeektech has to interrupt services for reasons not attributable to Progeektech’s negligence or willful misconduct, the period of completion set forth in the Agreement shall be automatically extended for such additional time as shall be necessary to perform the Services, and any and all additional costs resulting therefrom shall be the responsibility of Client.
Neither Client nor Progeektech shall solicit, approach, or hire any of the other’s employees, agents, or subcontractors for the purpose of employment or any form of outside work so long as this Agreement, and any applicable Statement of Work are in effect and for a period of one (1)year thereafter, except with written consent of the other party.
Each of Client and Progeektech (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), and shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services and shall not use in any way detrimental to the Disclosing Party any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, management and personnel, but does not include information in the public domain other than by reason of a breach of these general terms and conditions. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of the Agreement for a period of two (2) years.
Nothing in this Agreement shall be construed to create an employment relationship, partnership or joint venture between Client and Progeektech or its employees, agents or subcontractors. Progeektech, its employees, agents and subcontractors shall be deemed to be at all times independent contractors of the Client. Neither Progeektech nor any of its employees, agents or subcontractors shall represent that it or they are employees of the Client.
It is Progeektech’s sole obligation to report as income all compensation received from Client pursuant to this Agreement. Progeektech further agrees that Client shall not be obligated to pay withholding taxes, social security, unemployment taxes, disability insurance premiums, or similar items, in connection with any payments made to Progeektech pursuant to the terms of this Agreement.
All software code, plans, designs, models and other work product created or developed by Progeektech in the course of performing services here under (“Work Product”), and all intellectual property rights thereto, are the sole and exclusive property of the Client upon payment for work rendered. However, certain work which is not specific to the business of the Client, that is deliverable which don’t specifically relate to the tasks at hand, are owned by the Progeektech yet given perpetual license to the Client.
I. The Client agrees to indemnify and hold the Contractor Designer harmless against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
II. Progeektech has the client permission to display designer’s credit within or out of his website.
I. Either party may terminate this agreement by giving 30 days written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
II. 100% deposit would be refund, if requested to be terminated within 3 calendar days from date of order. If site design and development work has already begun (such as creating a design concept), then the down payment is non-refundable, however since we believe in 100% customer satisfaction Progeektech my elect at its sole discretion to offer a partial refund depending upon the circumstances.
III. 50% Initial deposit is required to start the first phase of your project, unless an alternative contract or proposal specifies a different amount. If after the completion of the first phase choose not to continue, we are not obligate to give any refunds. There for we are obligate to give any documentations, initial designs and files the proved our work.
IV. No refund request will be entertained if you have not taken any action on your order/project for 30 days after placing your order. In the event that you require an action and the project delay to the delivery date will retain/charge 10% every 30 days is late. However, if you want to reactivate your design order, you will be charged a certain fee depending on your project.
V. No refund requests will be entertained after the final files, Logo, Design, website or service have been delivered.
VI. Refund not applicable on domain registration fees. Refund not applicable for any delays out of our control. Refund not applicable once website is more than 50% completed. Refund, not applicable on web hosting fees.
IN GENERAL. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING, THE MATERIALS PRODUCED UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO CLIENT “AS IS,” THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT RESTS SOLELY WITH THE CLIENT.SHOULD THE SOFTWARE OR PROGRAM PROVE DEFECTIVE, CLIENT SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, INCLUDING WITHOUT LIMITATION ANY “DEBUGGING.” EXCEPT AS OTHERWISE STATED BELOW, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OF MERCHANT- ABILITY OR MERCANTILE QUALITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.
The parties represent and warrant that their disclosure and delivery of any code, information, documents, software or any other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, but not limited to: any copyright, patent or trade secret.
25. Progeektech shall provide CMS Hosting that includes:
• Complimentary Automatic Hosting Backup
• HTTP/2 Compliant
• SSL Certificates
• Content distribution network (CDN)
• 100,000 Monthly Visits
• 1,000 Form Submissions
• 2,000 CMS Items
• 2 Content Editors
The parties represent and warrant that their disclosure and delivery of any code, information, documents, software or any other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, but not limited to: any copyright, patent or trade secret.
APPLICABLE LAW
This Agreement will be governed by state law, without giving effect to conflict of laws principles. The undersigned parties have executed this Agreement thereby making it effective:The undersigned, submitting this proposal, hereby agrees with all the terms, conditions, and specifications required by the client in this Request for Proposal, and declares that the attached proposal and pricing are in conformity therewith.