1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website Design/Development and graphics design and apply to all contracts and all work is undertaken by Johnsonscode for its clients. On commencement of the project, you’ve agreed to Johnsonscode terms and conditions.
2. OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work.
The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include but are not limited to, photographs, written copy, logos, and other printed material.
Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a the reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged at the rate of $50 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full cooperation and complete and final content in photography for the work pages. 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.
6. APPROVAL OF WORK
On completion of the work, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been
approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due. If faulted, you are liable to be sued or services being withdrawn by any means possible without refund of the initial deposit.
7. REJECTED WORK
If you reject any of our work within the 7-day review period or do 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.
Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project.
9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
All content of this website is a property of Johnsonscode unless otherwise specified.
The project-related copyrights can be transferred to the client at an additional cost, after the full payment of the project. Johnsonscode reserves the right to refuse the transfer of ownership if irregular circumstances arise.
Copyrights handed over to the client do not include rights to re-use the code for another website or re-sell the programming codes for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.
In an event of a Webmaster change, site owners are not allowed to display the credits to the new website, unless such time that the website functionality and
appearance is changed by over 50% of our original work.
You must obtain all necessary permissions and authority in respect of the use of all copies, graphic images, registered company logos, names, and trade-marks, or any other material that you supply to us to include in your website or web applications.
Any material supplied to us is regarded as permitted by law and usable on your website. You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
10. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization according to the current best practice.
11. CONSEQUENTIAL LOSS
We 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.
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 Johnsonscode under 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.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
15. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party
software, stock photographs, fonts, domain name registration, web hosting, or comparable expenses.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
17. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply you, account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.
18. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of The Federal Republic of Nigeria. You and Johnsonscode submit to the non-exclusive jurisdiction of the courts in and of The Federal Republic of Nigeria in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
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 Johnsonscode and its subcontractors from any claim, penalty, tax, tariff loss, or damage arising from your or your clients’ use of Internet electronic commerce.