Terms and Conditions
1. Introduction and definition of terms
1.1 These Terms and Conditions ("the Terms and Conditions") governs the Client's order with N8 Visions be that by:
1.2 N8 Visions offers various design services including but not limited to website design, it consulting, brand management, social media management, social media marketing, search engine optimization, pay-per-click marketing, graphic design, event ticketing and management and third party application integrations.
1.3 By placing an order with N8 Visions , the Client agrees to be legally bound by these Terms and Conditions.
1.4 In these Terms and Conditions
- 1.1.1 Access and use of the N8 Visions website, located at the domain name www.n8visoins.com ("the Website"); or
- 1.1.2 The Client's order by other means including inter alia but not limited to telephonic, email, facsimile or in person.
1.2 N8 Visions offers various design services including but not limited to website design, it consulting, brand management, social media management, social media marketing, search engine optimization, pay-per-click marketing, graphic design, event ticketing and management and third party application integrations.
1.3 By placing an order with N8 Visions , the Client agrees to be legally bound by these Terms and Conditions.
1.4 In these Terms and Conditions
- 1.4.1. "The Client" means The company or individual places and order with N8 Visions. To place and order with N8 Visions the client must be 18 years or older.
- 1.4.2. "N8 Visions" means the Primary designer/site owner & employees or affiliates.
- 1.4.3. "Domain Name" means the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
- 1.4.4 "Copyright" means the laws that regulate the use of the work of a creator, such as an artist, photographer or author. This includes copying, distributing, altering and displaying creative, literary and other types of work.
- 1.4.5 "Downtime" means when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
- 1.4.6 "Host" means the company on whose system the Website physically resides.
- 1.4.7 "Link" means Hyperlink, a 'clickable' link embedded on a web page which may take the form of a graphic or text.
- 1.4.8 "Search Engine" means a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
- 1.4.8 "Website" means a collection of web pages and associated code which forms an integrated presence.
- 1.4.9 "Work" means the client's websites designed by N8 Visions in accordance with the client’s specifications.
- 1.4.10 "Order" means the order submitted by the Client
- 1.4.11. References to "Clauses" are to these Terms and Conditions
- 1.4.12. Headings are for ease of reference only and shall not effect the interpretation or construction of the Terms and Conditions.
- 1.4.13. Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender
- 1.4.14 . References to "include" or "including" or like words or expressions shall means without limitation.
2. Fees
2.1 Deposit
2.2 Travel Time and Expenses
2.3 Registration and Hosting Fees
2.4 Maintenance Fees
2.5 Weebly Website Builder Fees
2.6 Work Outside our Scope
- A non refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client. (Subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof). N8 Visions reserves the right not to begin the Work until the said deposit has been paid in full.
2.2 Travel Time and Expenses
- No charges for traveling time will be incurred prior to your approval for work to commence.
- Traveling time to and from customer premises is not generally included in any estimates and N8 Visions reserves the right to make a charge for traveling time at the normal consultancy rate of $ 50 USD per hour.
2.3 Registration and Hosting Fees
- The fee quoted in the contract excludes the cost of domain registration and hosting.
- Future renewals will be subject to an additional admin charge payable to the provider.
2.4 Maintenance Fees
- Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of $49 USD payable in any month where updating is necessary.
- Fees will be assessed on an hourly basis at $ 50 USD per hour or part thereof.
- No fee will be required in a month where no updating is necessary, unless otherwise stated.
- Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee.
2.5 Weebly Website Builder Fees
- Websites built on the Weebly Platform require an annual subscription to the Weebly Business Plan, payable to the Reseller N8 Visions, for the life of the website.
2.6 Work Outside our Scope
- Any technical or specialized work specifically requested by the client that is outside our remit may be outsourced.
- N8 Visions will aim to provide alternative solutions to match the client’s needs.
3. Disclaimers
3.1 Third Parties
3.2 Maintenance and Correction of Errors
3.3 Extent of Work
3.4 Consequential Loss
3.5 Status and Duration of Offers
3.6 Search Engine Listings
- N8 Visions is unable to take responsibility for services provided by third parties through us or otherwise including the Hosting of the Client's Website.
3.2 Maintenance and Correction of Errors
- N8 Visions is unable to take responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website once the initial contract has been completed.
- Errors (both technical and typographical) attributable to N8 Visions will be corrected free of charge.
- N8 Visions reserves the right to charge a reasonable fee for correction of errors for which N8 Visions is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided by the Client.
3.3 Extent of Work
- Installation to the Internet is limited to the uploading of all necessary files to the Host, and testing functionality.
- N8 Visions will endeavor to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer and to an acceptable level with Mozilla browsers, such as Firefox. N8 Visions can offer no guarantees of correct function with all browser software as they constantly change.
- The website is provided to and accepted by the client as a fully functioning, completed work and N8 Visions is not responsible for future support.
- Future support can normally be provided upon request and for an agreed fee. No guarantee of future support is given unless an ongoing support package is negotiated.
3.4 Consequential Loss
- Under no circumstances will N8 Visions be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.
- The client should be aware that unless you have maintenance contract, N8 Visions does not hold any responsibility for keeping backup copies of the website.
- The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
- Unfortunately malicious software, spy-ware, viruses and website hacking are common threats and N8 Visions cannot be held responsible for problems that develop on completed sites as a result of such illegal activity.
- Should changes in technology mean that at some future date the website no longer functions as originally intended, N8 Visions will undertake to update the website accordingly, subject to the contractual hourly fee.
3.5 Status and Duration of Offers
- Website proposals and are valid for a period of one month from the date issued. N8 Visions is not bound to honor offers that have expired.
- Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
- Registration of the Website with Search Engines will only be undertaken if contractually agreed with the Client
- N8 Visions cannot guarantee listings as the Engines themselves determine who to list.
- All sites will be designed with search engine appeal in mind, but N8 Visions Design is unable to make any guarantees about the success of any search engine positioning.
4. Completion of work and payment
4.1 Completion of Work
4.2 Supply of Materials
4.3 Approval of Work
4.4 Rejected Work
4.5 Payment
4.6 Remedies for Overdue Payment
- N8 Visions warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client.
- N8 Visions will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement.
- N8 Visions will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2 Supply of Materials
- The Client is to supply all materials and information required for N8 Visions to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials.
- Where the Client's failure to supply such materials leads to a delay in completion of the work, N8 Visions has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount.
4.3 Approval of Work
- On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify N8 Visions in writing, of any unsatisfactory points within 3 days of receipt of such notification.
- Any of the Work which has not been reported in writing N8 Visions as unsatisfactory within the 3 day review period will be deemed to have been approved.
- Approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment under Clause 2.1 Fees will become due.
4.4 Rejected Work
- If the Client rejects the Work within the 3 day review period, or will not approve subsequent Work performed by N8 Visions to remedy any points reported by the Client as unsatisfactory, and N8 Visions considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and N8 Visions can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Payment
- Upon completion of Work, N8 Visions will invoice the Client for the 50% balancing payment in accordance with Clause 2.1 Fees hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued.
- Payment is currently accepted by Credit Card, Check or Cash in San Diego, California, unless otherwise agreed.
- Invoices will be sent by email unless otherwise requested.
- N8 Visions will send an email reminder for any accounts that have not been settled within 7 days of invoice date. Payments not received within 3 days of our final reminder will incur a late payment charge of 10% of the amount outstanding.
4.6 Remedies for Overdue Payment
- If payment has not been received by the due date, N8 Visions has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received.
- If full payment has still not been received 7 days after the due date, N8 Visions has the right to replace, modify or remove the Website and revoke the Client's license of the Work until full payment has been received.
- By revoking the Client's license of the Work or removing the web site from the Internet N8 Visions does not remove the Client's obligation to pay any outstanding monies owing.
5. Intellectual property
5.1 Offers and Proposals
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
5.3 Domain Name
5.4 Licensing
5.5 Trade Secrets
5.6 Credits
- Offers and proposals made by N8 Visions to potential clients should be treated as confidential and remain the property of N8 Visions.
- Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from N8 Visions . This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
- The Client will obtain all the necessary permissions, copyrights and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to N8 Visions for inclusion on the Website.
- The conclusion of a contract between N8 Visions and the Client shall be regarded as a guarantee by the Client to N8 Visions that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict.
- By agreeing to these terms and conditions, the Client removes the legal responsibility of N8 Visions and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
5.3 Domain Name
- Any Domain Name obtained will belong to the Client.
- The Client agrees to indemnify N8 Visions, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party.
- The Client warrants that the domain name sought is not a trademark of a third party.
5.4 Licensing
- Once N8 Visions has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
5.5 Trade Secrets
- Unless otherwise stated in the contract, N8 Visions, as creator of the work retains the copyright. This includes copyright on modified images, actual website design and any content they have written.
- Any code that is not freely accessible to third parties and not in the public domain, and to which N8 Visions or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from N8 Visions.
- Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which N8 Visions or their suppliers owns the copyright.
- N8 Visions acknowledges the intellectual property rights of the Client. Information passed in written form to N8 Visions which the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
5.6 Credits
- N8 Visions retains the right to display a credit and link to their website on the client’s site.
- The credit will be displayed at the foot of each page for an indefinite period.
6. Rights and responsibilities
6.1 Right to Terminate
6.2 Events Beyond the Control N8 Visions
6.3 Supply and Pricing of Services
- N8 Visions reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
- Should the client wish to cancel at any point during the process they shall remain liable for the work that has taken place and shall be invoiced accordingly.
- Cancellation may also be agreed with mutual consent and N8 Visions will invoice accordingly.
6.2 Events Beyond the Control N8 Visions
- N8 Visions will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of N8 Visions .
6.3 Supply and Pricing of Services
- N8 Visions reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7. Interpretation
7.1 Jurisdiction & Arbitration
7.2 Survival of Contract
7.3 Change of Terms and Conditions
- This Agreement shall be governed by the laws of the United States of America which shall claim venue and jurisdiction for any legal action or claim arising from the contract between N8 Visions and the Client. The said contract is void where prohibited by law.
- N8 Visions designs websites in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with standing regulations.
- Any dispute arising out of, or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the AFSA Rules, which Rules are deemed to be incorporated by reference into this clause.
7.2 Survival of Contract
- Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions
- N8 Visions reserves the rights to change, modify, add or remove from portions or the whole of these Terms and Conditions from time to time. Changes to these Terms and Conditions will become effective upon such changes being posted to this Site. It is the Client’s obligation to periodically check these Terms and Conditions at the Site for changes or updates. The Client’s continued use of this Site following the posting of changes or updates will be considered notice of the Clients’s acceptance to abide by and be bound by these Terms and Conditions, including such changes or updates.