CUSTOM PRODUCT RETURN POLICY – T-SHIRTS, GARMENTS, EMBROIDERY & PRINTS
How much love do we put into our work? An unheard-of amount. Love times infinity love. We are the only company in the known universe that makes one-at-a-time hand-stitched goods to a big audience. Some customers choose not to stitch their items, and we hand-design those as well. Our return policy applies to both stitched and pressed items – all our Direct To Garment, Vinyl, Screen-print & Embroidered products.
Because so many of us here in Celebration FL work on your order before it goes out, you need to be sure your order is correct before sending it your way. Your order is in no way pre-fabricated- it doesn’t even exist before you think it up! That’s why we don’t do returns. In short, you buy it, you break it. All of our products are custom-made for you, and after hundreds of orders, we still think we’ve never made two identical items. In short, choose carefully, because you really can’t return them or get a refund.
EXCHANGES APPLY IF:
There are no cash or credit card refunds. The only form of refund ever given is a Delpuma credit.
Exchanges apply to orders that do not have the same size, color, font, spelling, or any provable way (e.g. you wrote arch the text and we made it straight) as indicated on your invoice. Naturally, if it’s our fault we’ll correct it and send it back out to you.
The item you are exchanging is a blank product.
We do not accept exchanges or offer credit for sizing issues. If you’re in doubt, buy a blank as a test. These are cheap and wonderful and if you pay for the shipping back we will refund you for a perfect blank.
If you have any questions feel free to contact us at [email protected]
PRINT TERMS & GRAPHIC DESIGN TERMS –
We strongly recommend that content uploaded to Delpuma for print fulfillment is:
At a minimum of 300 DPI at 1:1 ratio (or 100%). Content that does not meet this standard may experience print or images that are fuzzy, pixilated or otherwise distorted for which Delpuma does not accept any responsibility. We reserve the right to reject content that does not meet this standard, but we do not assume any obligation to verify that the content meets this criterion.
Designed in CMYK and uploaded to 4over in CMYK with no embedded color profile. (You may upload in RGB or some other standard if you choose, however, the color will be converted and Delpuma is not responsible for any inaccuracy or color shift that occurs as a result of the conversion).
Delpuma guarantees that its prints will meet CMYK industry standards. We cannot guarantee “match-print” color fidelity and cannot prevent slight color shift throughout an order. Because we cannot control the color reproduction of a customer’s computer monitor, we cannot guarantee that the actual print color will precisely match any preview as it appears your monitor. Delpuma is not responsible for any color shift in converted photographs (RGB images) with black, near black, or gray tones. Color shifts from a perceived black or gray must be addressed prior to file submission. Proofs do not guarantee black, near black or gray final output. Please note that the application of UV coating may have an effect upon or change the appearance of printed colors. 4over is not liable for the final color appearance of a UV coated product.
PRODUCTION TURNAROUND TIME
Delpuma’s standard turnaround is dependent on the product ordered; if you do not specify otherwise you will be charged for the standard turnaround for the relevant product.
Turnaround times do not include shipping time. The estimated date you will receive your order is a combination of the selected turnaround time and shipping time. Once your order is placed your turnaround time generally cannot be changed and billing charges will not be reversed.
For your convenience, depending on the product ordered, Delpuma offers a variety of different production turnaround times. Not all of the following turnaround times are offered on every product; the available turnaround times will be listed with the product as part of the order process.
Same Day (not available in all locations) — all production ready jobs received and confirmed by no later than 10:00 a.m. will be ready for shipping or pick by the end of the same day. Production ready jobs not placed and confirmed by 10:00 a.m. will be treated as having been timely received on the following business day.
Pick up is available only until 6:00 p.m. (orders completing after 5:00 p.m. may not be available for pick up until the following morning).
Free delivery (if available) will be on the next scheduled delivery day. We do not offer same day turnaround combined with same day free delivery. For example, if your free delivery schedule is on Wednesday and Friday, a same day turnaround order placed on a Monday will not be delivered until Wednesday; if free delivery is available every day, Monday through Friday, the order would be delivered on Tuesday.
Same day turnaround is only available for quantities up to 500.
We reserve the right to print same day turnaround product on our digital presses.
Next Business Day — all production ready jobs received and confirmed by no later than 10:00 a.m. will be ready by the end of the next business day. Production ready jobs not placed and confirmed by 10:00 a.m. will be treated as having been received before 10:00 a.m. the following business day.
Next Day Plus 1 – – all production ready jobs received and confirmed by no later than 1:00 p.m. will be ready the by the end of the second business day after receipt. Production ready jobs not placed and confirmed by 1:00 p.m. will be treated as having been received before 1:00 p.m. the following business day.
2-4 Day — all production ready jobs received and confirmed by no later than 1:00 p.m. will be ready between 1:00 p.m. the second business day after receipt and 1:00 p.m. on the fourth business day after receipt.
5-7 Day — all production ready jobs received and confirmed by no later than 1:00 p.m. will be ready between 1:00 p.m. the fifth day after receipt and 1:00 p.m. on the seventh day after receipt.
Please note: – Turnaround times for jobs that Delpuma does not deem production ready (e.g., those with problems or that require a proof) will not begin until the job is approved and ready for production.
If you choose group shipping this may add at least one additional day to your chosen turnaround time.
Although we endeavor to ship the quantity ordered, Delpuma reserves the right to ship within 5% over or under the requested quantity. If a minimum quantity is a necessity we recommend that you adjust the total quantity ordered to account for the possibility of an underrun.
ORDER APPROVAL/ PROOFING
Delpuma has and assumes no obligation to proof or otherwise review the content or layout of your order. Even if a Delpuma customer service representative has inquired as to the attributes of one of your prior orders, you are not entitled nor should you assume that Delpuma will review any other order you place. Orders are printed in their “as submitted” form and the customer are fully responsible for final proof and layout verification and approval prior to submission to the print process. Delpuma DOES NOT make any changes to customer files. Once you submit an order to the print process you are agreeing that you are fully satisfied with the document layout and content and you accept responsibility for any errors therein. 4over will assume that you have verified the spelling, grammar, content, and layout, etc. are all correct and it will not accept any liability for errors such as misspelling, graphics, grammar, damaged fonts, punctuation, transparency, overprint, improper layout, bleeding, erroneous cut or fold lines, die lines or crop marks, size, etc.
Delpuma does not provide proof of any order unless the customer requests it as part of the order process and it is an option available for the product. If you request a proof then it is your responsibility to verify the proof against the original (and to correct any spelling or grammatical errors, etc).
If a proof is requested, then your job will not be processed or deemed production ready until you have approved the proof in writing. Please be aware that this may impact the job turnaround time.
Delpuma offers two options for EDDM services: Print Only and Full Service.
The EDDM products are printed for delivery to you or for pickup. You may choose the have your products bundled in packs of 50 or 100, pieces or you may choose to have the entire order delivered “loose,” i.e., not bundled. If you select Print Only, we do not fulfill any of the USPS requirements for EDDM (whether Retail or Business Mail Entry Unit) products other than the bundling service; you are solely responsible for the setup and delivery of the products to the appropriate United States Postal Service (“USPS”) location. We do not select or assist in selecting the postal routes for your EDDM mailing, and we are not responsible for (and do not verify) the layout or setup of your EDDM mailing piece, including, without limitation, the sufficiency and placement of the address and mailing indicia location. Please consult the USPS website for applicable rules and guidelines for proper EDDM processing.
Full-Service EDDM provides an interactive map that allows you to select USPS postal routes for your order. This information is provided on an “as is, where is” basis and Delpuma make no representation that the information is current or accurate at the time your order is placed. Once you have selected the appropriate routes, you must use the Delpuma provided template (with pre-set mailing indicia) to create your EDDM mailing piece and to upload the file to Delpuma. If you moved the location of the mailing indicia or address section, please verify that you have complied with USPS rules and guidelines.
Once uploaded, your EDDM order will be printed as received with the number of products needed for delivery. It will be bundled, prepared for mailing and dropped off to the USPS location closest to the Delpuma production facility that is fulfilling your order. Upon delivery to this USPS location, USPS assumes all responsibility for delivery to your selected postal route(s), and your order is subject to all USPS rules, guidelines and timelines. Any delay, damage or loss occurring after delivery of your order to USPS is the responsibility of the USPS.
When you place your Full Service Order, you can select a “Target in Mailbox Date,” which is typically a minimum of twelve (12) business days from the date you place the order. The Target in Mailbox Date is an estimate based on information provided to us by the USPS. Delpuma does not guarantee that your order will be delivered to your selected postal route(s) by or on a chosen Target in Mailbox Date.
If your order includes time-sensitive or dated materials, we recommend that you use the Print Only option, place your order well in advance of the date needed for delivery to the USPS and select a shipping service level that ensures delivery to you by a certain date. If you decide to use the Full-Service option for time-sensitive or dated material, you are assuming the risk that the materials may not be delivered on time and we recommend selecting a Target in Mailbox Date that is at least 25 days from the date you place your order. A better alternative for time-sensitive or dated material may be to use Delpuma mailing service. Please contact our customer service department for more information.
The Full-Service option requires the use of Delpuma’s mailing indicia. We provide USPS approved templates, with the mailing indicia and address location pre-loaded, for your download and use. If you move or alter the position of the mailing indicia or address section, however, you are solely responsible for ensuring the new positioning complies with USPS requirements. We will not verify your compliance with USPS requirements when you upload the file to us for processing.
Please Note: No refunds will be given, whether you choose the Print Only or Full Service option, if the mailing indicia and/or address area do not meet USPS requirements.
PROMOTIONS, SPECIAL OFFERS, AND DISCOUNT COUPONS
From time to time Delpuma may offer promotions and special offers identified by a Coupon Code. Each Coupon Code will have different requirements and rewards. Typically, you will receive a Coupon or an email that contains the Coupon Code. If you receive a Coupon or email that contains a Coupon Code, please read it carefully — all requirements stated in the Coupon or email must be met in order to receive or take advantage of the promotion or special offer. Unless otherwise stated all Coupon Codes are limited to one-time use and are limited to current Delpuma account holders in good standing.
Promotions and special offers may be limited to certain account holders (e.g., they may be limited to loyalty levels or the terms may vary by loyalty level).
To take advantage of a promotion or special offer, enter the Coupon Code in the applicable field when placing an order. Not all products are eligible for promotions and special offers. If a Coupon Code does not function when entered, it means the product at issue does not qualify for the promotion or special offer; this determination is final.
A Coupon Code may not be combined with any other promotion, special offer, discount or reward offered by Delpuma (including Rewards Points redemption). If you enter a Coupon Code or take advantage of a promotion, special offer, discount or reward (including Coupon Codes issued for Rewards Points redemption), you will not be able to enter another Coupon Code or take advantage of any other promotion, special offer, discount or reward.
Coupon Codes only apply to products ordered through Delpuma’s website; they may not be used in conjunction with the purchase of products sold by or under the brands of third parties (including, Delpuma affiliates and/or websites linked to any existing Delpuma website). Coupon codes can not be applied to custom orders.
Coupon Codes cannot be used to pay for taxes, shipping, and handling or other charges. If the promotion or special offer has a minimum purchase requirement, taxes, shipping and handling and other charges do not apply towards the minimum purchase amount.
If a promotion or special offer is for a defined amount (e.g. $10.00 off) and applies to a multiple- item order (e.g., multiple sets of business cards), it will be allocated to each eligible item based on the proportion of the item’s value to the total value of all eligible items, excluding shipping and handling, taxes and other charges. Certain items may not be eligible for the promotion and will not be included in the calculation.
Promotions and special offers are only valid for a limited time. They will expire on the date or within the timeframe specified in the offer. If no date or timeframe is specified, a promotion or special offer is valid until the end of the month in which the Coupon Code is first eligible for use.
Coupon Codes (and the Coupons or emails that contain them) are not for resale, have no independent cash value, are not redeemable for cash, and will not be replaced if lost, stolen or deleted.
Coupon Codes will not be retroactively applied to orders already placed with Delpuma.
If a Coupon Code is used and the entire order is canceled or rejected, or if you return all items in the order then, subject to the terms of our Returns/Refund/Reprint Policy, you will be refunded only the actual amount paid. The coupon code will no longer be valid.
If only part of your order is canceled or rejected, or if you return only some of the items in your order, then subject to the terms of our Returns/Refund/Reprint Policy, the relevant discount or promotion will be applied to the item(s) that are kept. The foregoing notwithstanding, under no circumstances will a promotion or special offer of any kind be applied to create a credit balance. If the balance of a partially canceled, rejected or returned order is less than the value of the promotion or special offer, the promotion or special offer will be applied to the outstanding balance (not including shipping and handling, taxes and other charges). The balance of the promotion or special offer is void, and the Coupon Code will no longer be valid.
Delpuma reserves the right to discontinue a promotion or special offer or coupon at any time and with immediate effect.
All prices and dollar amounts on this Website are in United States dollars. Delpuma presently accepts the following credit cards: VISA, MasterCard, American Express, and Discover. We reserve the right to stop accepting credit cards from one or more issuers.
In order for you to register with and order products and services from Delpuma it is necessary for you to provide and keep on file a valid, authentic and current credit card, which you are authorized to use. By submitting a credit card number to Delpuma you are representing and warranting that the credit card information you provide is valid, authentic, current, and one that you are authorized to use it. You agree that in the event the credit card information you have provided becomes invalid, out of date or that you are no longer authorized to use the card, you will immediately provide another credit card number that is valid, authentic and current, and which you are authorized to use. Some electronic transactions may require extended processing in addition to credit card authorization. You will be notified by a Delpuma customer service representative if extended processing is required to complete your transaction request through our Website. This may affect to your estimated delivery date.
Unless Delpuma agrees otherwise, all product and service orders must be paid for at the time of the order and accompanied by an authorization to charge a credit card on file with Delpuma or to charge a valid, authentic and current credit card, which you are authorized to use, that you provide at the time of the order. (If new credit card information is provided at the time of the order it will be added to the credit card information kept on file; Delpuma will not assume that previously provided credit card information is not valid). If a charge against a credit card you provide is not authorized or accepted, or is subsequently refused or rejected, we reserve the right to cancel your order without notice or liability.
In the event you make one or more changes to an existing order that incur additional charges, those charges will be applied to the credit card that was used for the original order, or to an alternative credit card that you provide to us.
In the event that Delpuma and you have agreed upon an alternative method of payment and the payment is not received within 5 business days of the date on which payment was due you hereby irrevocably agree that 4over may charge one or more of the credit card(s) you have on file for the full amount of your outstanding account balance.
A print order can be canceled at any time prior to it entering into production. If you cancel an order prior to it entering into production a Delpuma Customer Service representative will inform you of any cancellation charges incurred. (Please allow at least 10 business days for any refunded monies to be credited to your account). A print order cannot be canceled and no refund will be given once it has entered into production or any process thereafter. No refunds are issued for Logo and Graphic design services. All cancellations must be completed through this website by accessing your Pending Orders. If you do not see a button for cancellation, the job has gone into production and cannot be canceled.
If within forty five (45) days or later of you placing an order and Delpuma has not received any files or incomplete files from which to complete your job, Delpuma may at its option cancel the order and refund any payment charged to your credit card.
REPRINT AND REFUND
We reserve the right to update and revise this Returns/Refund/Reprint Policy without prior notice to reflect changes in our policies, services and/or in response to our customers’ feedback. When we do make changes to this Policy we will revise the “last updated” date at the top of this Policy. Please make sure that you review it frequently as any time you place an order with Delpuma Marketing the current Returns/Refund/Reprint Policy will apply.
We guarantee that our printed products will not be defective in accordance with industry standards. You may contact our Customer Service Department and a Delpuma representative will be pleased to help address any general issues you may have with your print job.
If you believe your print job is defective or has not otherwise met your requirements please contact Delpuma, IN WRITING via the online support system, within six (6) business days of receiving your order. If you do not contact us within this time frame we will assume that your job was satisfactory upon receipt and will be under no obligation to provide a refund or reprint. Once you have contacted us, we will then have five (5) business days to determine if a reprint or refund is appropriate, or to advise you that more information is needed to process your inquiry. If we request additional information to verify an inquiry and it is not provided within a reasonable time, we will be under no obligation to provide a refund or reprint. If we determined that a product is in fact defective or has not otherwise met our obligations, one of the following two resolutions will be offered:
1. We will reprint the print job with rush production.
2. We will refund the original order price.
We reserve the right to request samples of any allegedly defective merchandise prior to either of the above resolutions being agreed to.
A Customer Service representative will generally contact you within 24-48 hours of us making the determination that a reprint or refund is appropriate in order to confirm the approved solution. If you do not make contact with our representative within five (5) business days of their first attempt to contact you with the approved solution we will assume that the issue has been otherwise resolved and no reprint or refund will be given. Once the approved solution is agreed then, unless we agree otherwise, you must return the entire original print order to us, at the address provided by our Customer Service representative, within 15 calendar days after the date the solution is approved. If you do not return it within this time frame you agree that the original order will be charged to your credit card on file with Delpuma.
A refund or reprint will only be possible after an approved solution has been authorized and, unless we agree otherwise, provided that the entire original print order has been returned to and received by us.
When applicable, a refund will be issued within 10 business days of our receipt of the original product order.
A reprint will begin rush production within one (1) business day of our confirmed receipt of the product or such earlier time as we may agree to.
The forgoing is Delpuma–s sole responsibility with respect to a defective order. To the maximum extent permitted by law, Delpuma is not responsible for any 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 Delpuma has been advised of the possibility of such damages), resulting from the order.
The following are some guidelines and examples of issues that do not constitute grounds for a refund, or a return or reprint of a product:
An order that is refused at time of delivery or undeliverable orders. (We will reship the product at the customer’s expense if requested).
The product is lost, delayed or returned to Delpuma due to an error made by the customer in submitting the proper shipping address. (For product that is later found or that is returned to us we will reship the package with a corrected address and charge an additional shipping fee for the shipment).
Product that is delayed in production and/or shipping as a result of the customer providing inaccurate information.
Product that incurs a higher shipping charge as a result of the customer providing inaccurate information.
Product that is delayed in production and/or shipping as a result of shipping company delays, acts of God, weather conditions, environmental or dangerous goods incidents, perils of the air, public enemies, public authorities acting with actual or apparent authority, acts or omissions of customs officials, authority of law, quarantine, riots, strikes, work stoppages or slowdowns, or other labor disputes or disturbances, civil commotions or hazards incident to a state of war, local or national disruptions in ground or air transportation networks or systems due to events beyond our control, disruption or failure of communication and information systems, disruption or failure of utilities, international customs issues, and any other circumstances that are beyond our direct control.
Product that has experienced a color shift during the conversion to CMYK format, for example as a result of having been submitted by the customer in RGB or PMS Pantone colors.
Errors that are contained in the uploaded customer file, e.g., misspelling, graphics, bleeds, grammar, damaged fonts, punctuation, wrong cuts, incorrect or missing folds, die lines, crop marks, transparency, overprint, and finished product size. Delpuma does not any changes on customer files.
Product that experiences print or images that are fuzzy, pixilated or otherwise distorted as a result of the customer providing artwork that is not at a minimum of 300 DPI at 1:1 ratio (or 100%) and/or in CMYK mode.
Products that do not exactly match color or ink density. Delpuma does not color match or match customer specified ink density.
An inability to print or write on the product, unless the product description states otherwise. A typical UV coated product cannot be printed or written upon. Matte finished products may or may not accept printing or writing. We recommend that you order a sample from us and test it using the printer you will use before placing a final order. Delpuma is not responsible for an inability to print or write on a Product, unless the product specifically states that it is suitable for this purpose.
Orders that are duplicated as a result of customer error.
Orders that are canceled after the order has entered into production (or any process thereafter).
Orders that contain dated materials that arrive after the relevant date or with insufficient time to use the material as intended. It is a customer’s responsibility to allow sufficient time when placing an order for time sensitive materials.
A customer’s violation of any of the terms and conditions governing the use of Delpuma’s website and/or ordering of product.
Viruses, worms, trojan horses and other forms of harmful or malicious code that are not detected or removed using Delpuma’s standard virus/malicious code detection procedures.
Loss, corruption of, or damage to your personal information, Customer Content, order history or related information that is stored by Delpuma.
Our failure to notify you of any delay, loss or damage in connection with your printed products or shipment or any inaccuracy in such notice.
The release of an order by the shipper without obtaining a signature.
Please note that Delpuma’s provision of advice, assistance or guidance either on this Website or via our Customer Service representatives does not constitute an acceptance of responsibility or liability for any problems that may arise in connection with any print order or services provided.
WEB/ONLINE PRODUCTS RETURN POLICY – WEB DESIGN, GRAPHIC DESIGN, DB WORK, MARKETING WORK
This WEB SITE DEVELOPMENT AGREEMENT (“Agreement”) is an agreement between RM2 Projects Inc. (“Company”) and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order”) and applies to the purchase of all services ordered by Customer on the Order (collectively, the “Services”). The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.
PLEASE READ THIS AGREEMENT CAREFULLY.
BY SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND COMPANY, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING COMPANY’S USAGE POLICIES. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOUR AGREEMENT TO THE TERMS HEREOF ALSO CONSTITUTES YOUR AGREEMENT TO THE USER AGREEMENT AND OTHER “TERMS OF SERVICE” LOCATED AT: https://redmonkeymarketing.com/terms-and-conditions
1. TERM AND TERMINATION
A. Term of Agreement. This Agreement shall be effective as of the date set forth on the Order and shall remain in force until seven (7) days after the last Coordination Step as set forth in the applicable Order, which shall take place not later than one hundred twenty days (120) after the Order (“Delivery Date”). Company cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.
B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder.
2. COMPANY’S AND CUSTOMER’S RESPONSIBILITIES
A. Scope of Work. Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order.
B. Changes. Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company (“Change Order”). Company agrees to notify Customer promptly of any factor, occurrence, or event coming to its attention that may affect Company’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services. In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.
C.Customer’s Responsibilities. Customer agrees to perform all tasks assigned to Customer as set forth in this Agreement or a Change Order, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Web Site. Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone in the event Company’s failure to meet its responsibilities and time schedules is caused by Customer’s failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement. In the event of any such failure or delay by Customer (i) all of Company’s time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Company. Customer shall be responsible for making, at its own expense, any changes or additions to Customer’s current systems, software, and hardware that may be required to support operation of the Web Site. Unless otherwise contracted with Company or reflected in a Change Order, Customer shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site. With the execution of a Change Order specifically asking Company to assesses the Customer’s systems, software and hardware from time to time, Company may agree to perform this function at normal Company rates.
3. WEB SITE DESIGN
A. Design. The design of the Web Site shall be in substantial conformity with the material provided to Company by Customer. Web Site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order. Customer will provide direction to Company by email and delivering content for Web site construction within. Web Site text will be supplied by the Customer unless copywriting services have been purchased. Development of web pages will take place on the Customer’s established web hosting service with Company. All server technical issues are to be handled by Company unless otherwise noted amongst all parties. Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Order. Company shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer’s directory on Company’s Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, metatags (i.e., text that is present only when a “Webcrawler” or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
B. Coordination Steps. Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Order. Customer is encouraged to provide as much instruction and direction as possible with each submission.
C. Accessibility of Web Site During Construction. Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Customer through admin access to the CMS. Until Customer has approved the final Web Site, none of the Web Pages for Customer’s Web Site will be accessible to end users.
D. Completion Date. Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within two (2) weeks of the date of the Order unless otherwise noted. If Customer has not submitted complete text and graphics content within three (3) weeks after the Order, an additional continuation fee of ten percent (10%) of the total Order price will also be assessed each month until the Web Site is published.
F. Copyright to Web Site. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web Site. Such products may include, but are not limited to server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Customer to design and develop the Web Site. Customer further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties. Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other web sites separate from Customer. Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web Site, Customer shall own a worldwide right, title, and interest in and to the Web Site (including, its source code and documentation) (the “Custom Programming”). Customer and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Customer and Company also agree that the design and development of the Web Site may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer’s specific requirements (the “Code Content”). Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Web Site) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content. Company and its subcontractors retain the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios.
This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased. If the Customer or an agent other than Company attempts updating Customer’s pages, time to repair web pages will be assessed at an hourly rate. Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order. This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.
A. Development Fee. The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by Customer) shall be set forth in the Order (the “Development Fee”). This price covers all work for the Order (excluding post-approval modifications not implemented by Customer). Unless otherwise stated in the Order, the Development Fee to Company is due and payable upon placing the Order and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Company’s services are “AS-IS, WHERE-IS, WITH ALL FAULTS” and refunds may not be provided for Company’s services hereunder.
B. Project abandonment. If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.
C. Late Payments. Payments past due by 7 days will incur a $35 late fee. Additional $35 late fee will be added every 7 days until invoice is paid in full. NOTICE: Payments past due by 10 business days will incur a $35 late fee or 10%, whichever is greater. Additional fees will be added every 10 business days until invoice is paid in full. Balances that are not paid within 30 days will be reported to a credit bureau. Balances that are not paid within 60 days will be turned over to a collections agency.
A. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Customer’s responsibilities and Customer Content. This indemnification shall include attorney’s fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company’s total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.
B. Customer Indemnity. Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or (b) a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
7. REPRESENTATIONS AND WARRANTIES
A. Company makes the following representations and warranties for the benefit of Customer:
1. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
2. Conformity, Performance, and Compliance. Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.
3. Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SITE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEB SITE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. 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.
4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
B. Customer makes the following representations and warranties for the benefit of Company:
1. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
2. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.
C. Confidentiality. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.
8. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
9. RELATIONSHIP OF PARTIES
A. Independent Contractor. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Company shall be solely responsible for and shall hold Customer harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers’ compensation.
B. No Agency. Customer does not undertake by this Agreement, the Order or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
10. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or express mail, return receipt requested or by Federal Express.
B. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of Florida. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Florida including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
12. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
17. NO INFERENCE AGAINST AUTHOR
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Osceola County, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Florida sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Florida or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
19. READ AND UNDERSTOOD
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
20. DULY AUTHORIZED REPRESENTATIVE
If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement.
Last Updated Feb 21st, 2016