This agreement is with respect to all web design services offered by Micromagic. hereinafter referred to as the “Work.” All web projects undertaken by you the client with Micromagic hereinafter referred to as ‘consultant’ are subject to the terms below.

CONFIDENTIALITY:

The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

  • is already known to the party to which it is disclosed;
  • is or becomes part of the public domain without breach of this Agreement;
  • is obtained from third parties, which have no obligations – to keep confidential to the parties to this Agreement.

DESCRIPTION OF WORK:

Work is the agreed Proposal that is outlined in the initial communication between the client and consultant and as agreed at the time of or before the initial 50% payment outlined below.

PAYMENT SCHEDULE:

50% payment required upfront at start of project and when consultant receives all necessary content and images to commence the project.

50% payment required before the launch and/or migration of the website to the final url/domain.

DUE DATES:

Consultant agrees to deliver samples of design on dates as agreed upon in the Proposal. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.

FEES & ADDITIONAL SERVICES:

Changes in client input or direction or excessive changes may incure additonal charges. This will be charged at a a rate agreed between consultant and client.

Any work the Client wishes the Consultant to create, which is not specified in the initial brief and agreement, will be considered an additional service. This may incur additional charges. This will be charged at a a rate agreed between consultant and client.

EXPENSES:

Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation)

ASSIGNMENT OF WORK:

Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.

RESERVATION OF RIGHTS:

All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.

PERMISSIONS AND RELEASES:

The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including legal fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

EXTERNAL LINKS:

We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

PUBLICATION:

The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications. The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

WEBSITE / SERVER ISSUES:

Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors The consultant cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it. The consultant will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. The consultant will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, its email systems or software. In no circumstances shall the consultant be liable for any indirect, direct, consequential, special and exemplary damages, or any damages whatsoever, arising from the use or performance of a client website or from any information, products and services provided through client sites, even if this website has been advised of the possibility of such damages. The consultant is not obliged to keep, store or archive back up files relating to the finished website in the case of the website being unavailable. Additional charges may be incurred for the restoration of a website, the fix of an error or any other work required on the part of the consultant to correct any unforeseen issues that may arise.

TERMINATION:

Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within thirty days of the Client’s written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.

Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

 

Further Notes:

Once the customers website is up and running, it is the responsibility of the customer to do regular checks to ensure everything that is working as it should be. Website software is constantly being updated, and functionality needs to be checked on a regular basic. It is good practice for the customer to check email functionality from the website, any shopping cart software, and anything else that may be relevant. Software updates are often automatic, and at times cause the need for website maintenance. Furthermore, the internet is ever evolving, and some changes may occur externally that may break website functionality,  these changes are beyond our control.

 

Micromagic is a trading name of Organic & Wholefoods Online Ltd