Terms and Conditions

TERMS AND CONDITIONS

Terms & Conditions

Web Design

  • Permissions: The Client agrees to give access (usernames, passwords, and any other required permissions) to existing or future domain registration, hosting accounts, computer systems, and other locations, as required, and affiliated service providers as needed to accomplish the goals set forth in the written proposal. The Client also authorizes HND to publicize their completed Web site to Web search engines, as well as other Web directories and indexes, if this is included in the scope of the project.

  • Proposal: For any website project, a proposal shall be provided to the Client which outlines the general scope of the web design project. Additionally, the proposal shall include an estimate of the costs involved to complete the project. Additional work required for the project will incur additional costs. All prices specified in this contract will be honored for three (3) months after both parties agree to this contract. Continued services after that time will require a new agreement.

  • Website Design & Development: HND utilizes third-party services and open-source technology for web design and development projects. Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors at the time of delivery, HND cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it, including where such malfunction is caused by changes to third party software (such as updates, upgrades and bug-fixes made by third parties to their software or coding). HND cannot be held responsible for problems or additional costs arising due to any errors made by third parties (or the client), or failure to maintain a current backup of the Client’s own website.

  • Rights of Access for Website Development: The client agrees to allow HND all necessary access to computer systems and other locations, as required, in order to complete a website project, including the necessary read/write permissions, usernames and passwords.

  • Website Hosting, Domain Registration & Other Third-Party Services: HND does not offer hosting or domain name registration. If the Client ask for a recommendation, HND will offer the Client the names of businesses who provide such services. While all reasonable care will be taken when recommending hosts and service suppliers, HND will not accept responsibility for any product failure or consequent production losses. This includes, but is not limited to, the Client’s site not being online, service interruptions, limitations of these services, security breaches & loss of date. The Client is encouraged to research their hosting solution to ensure the service will suite their individual/business needs.

  • Website Content Approval: HND encourages the Client to review the Client’s content and functionality before putting it live. HND is not liable for errors or omissions once the Client have approved the site to go live.

  •  Website Support Period: The Client will receive email support for 14 days after the Client’s site is deployed (put live). HND encourages the Client to use this time to carefully, and, in the case of a WordPress site, load the Client’s information and process several test entries to become familiar with the Client’s new design’s functionality. After 14 days, there will be a charge for support depending on the frequency and complexity of the Client’s questions/edits. The support period is limited to the troubleshooting and fixing of items/content/functionality as specified in the initial proposal. Support or additional training requirements will be considered new work and invoiced at the applicable rate.

  • Client Provisions: Client will provide all text to be used in web pages, unless otherwise negotiated. Client agrees to provide copy and any other submissions in a timely manner.

  • Stock Photography: HBD agrees to provide up to 3 stock photos during the web design process. Any photos acquired by HND for inclusion in the Client’s website remain the property of HND and may be used in multiple, separate projects. Should the Client require full ownership of the provided photography, these terms must be disclosed in writing.

  • Web Browsers Testing: HND will verify the design and functionality of all websites on the following internet browsers: Internet Explorer, current versions of Firefox, Chrome, and Safari. Should an update or up-version of any of these browsers results in the corruption of the website in part or in whole, the Client understands that any revisions or corrections will be made at the Client’s expense, billed at HND’s current hourly rate. If you opt out of the ‘Web Browser Testing’ section of the proposal, the Contractor cannot guarantee error-free viewing in any specific browser. Compatibility is defined herein as all critical elements of each page being viewable in these browsers. Client is aware that some Internet technologies may require a more recent browser version, operating system, and brand or plug-in. The Contractor is not responsible for browser compatibility errors after 14 days from deployment

  •  Mobile: By default, the design will not be written for compatibility on phones, tablets and other mobile devices is not guaranteed, and there will be no mobile testing unless specifically placed as a criteria for the SOW.

  •  Out of Pocket Expenses: Fees HND’s professional services do not include outside purchases such as, but not limited to, web hosting and domain services, themes and add-ons, widgets and plugins, printing, photography, stock imagery, color printouts, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice.

  •  Delinquency: HND reserves the right to remove web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred in that process.

  •  Performance Liability: HND does not warrant that the functions supplied by web pages, code, consultation or advice, will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages, coding, and website is with client. In no event will HND be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages, coding, or website, even if HND has been advised of the possibility of such damages.

  •  Copyrights and Trademarks: The client represents to HND and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to HND for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend HND from any claim or suit arising from the use of such elements furnished by the client.

 


Project Change Control Procedure

The following process will be followed if a change to this SOW is required:


  • A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the project.

  • The designated Project Manager of the requesting party (Contractor or Client) will review the proposed change and determine whether to submit the request to the other party.

  • Both Project Managers will review the proposed change and approve it for further investigation or reject it. Contractor and Client will mutually agree upon any charges for such investigation, if any. If the investigation is authorized, the Client Project Managers will sign the PCR, which will constitute approval for the investigation charges. Contractor will invoice Client for any such charges. The investigation will determine the effect that the implementation of the PCR will have on SOW price, schedule and other terms and conditions of the Agreement.

  • Upon completion of the investigation, both parties will review the impact of the proposed change and, if mutually agreed, a Change Authorization will be executed.

  • A written Change Authorization and/or PCR must be signed by both parties to authorize implementation of the investigated changes.
Termination Policy

From time to time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the client cancelling a project after a project has commenced, the advance payment (deposit) will be forfeited in lieu of compensation to HND. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs. If the project is more than 50% completed (this is determined by HND and the client by negotiation) a prorate payment is payable for time spent up until cancellation notice, at an hourly rate of $150 per hour plus GST.

If a project is cancelled by HN Design, due to unforeseen circumstances, the deposit will be refunded in full to the client in a timely manner.

In the event of cancellation of the project by the client, ownership of all copyrights and the original artwork and disks shall be returned and retained by HN Design.



Sexual Harassment & Discrimination

  1. Sexual Harassment. Sexual harassment refers to any unwelcome sexual attention, sexual advances, requests for sexual favors and similar conduct reasonably considered offensive when: submission to such conduct, either explicitly or implicitly, is made a term or condition of an individuals employment; submission to, or rejection of, such conduct is used as the basis for employment decisions affecting that individual; such conduct has the purpose or effect of interfering with an individuals work performance; or such conduct has the purpose or effect of creating an intimidating, hostile or offensive work environment. Examples of sexual harassment include, but are not limited to: threatening adverse employment actions if sexual favors are not granted; promising preferential treatment in return for sexual favors; unwanted and unnecessary physical contact; unwelcome and inappropriate use of offensive, sexually explicit or sexually suggestive language, gestures or humor; and inappropriate display of sexually suggestive objects or pictures.

  2. EVENT: The Client(s) expressly agree(s) to take best efforts to provide Contractor with safe and appropriate working conditions. In the event of circumstances deemed by either Contractor or a bystander to present a threat or implied threat of injury or harm to Contractor staff or equipment, the Contractor reserves the right to cancel all services remaining under this Agreement and leave the event. At the Contractor’s discretion, the Contractor may enact a three strike policy. After the first offense, the Contractor will make reasonable efforts to notify the Client(s) or a responsible party. If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), Contractor shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the event. If the behavior occurs a third time, the Contractor will immediately leave the event. If the Contractor leaves the event early due to any offending behavior, the Client(s) expressly agree to relieve and hold Contractor harmless as a result of incomplete event coverage, or for a lapse in the quality of the Contractor work, and the Client(s) shall be responsible for payment in full.

  3. NON-EVENT: The Client(s) expressly agree(s) to take best efforts to provide Contractor with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to Contractor staff, Contractor will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, Contractor shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold Contractor harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the Contractor’s work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether Contractor resumes work detailed in this Agreement.

  4. Anti-Discrimination. It is the policy of the District that in connection with all work performed under Contracts there be no discrimination against any employee engaged in the work because of race, color, ancestry, national origin, religious creed, physical disability, medical condition, marital status, sexual orientation, gender, or age and therefore the Consultant agrees to comply with applicable Federal and California laws including, but not limited to the California Department of Fair Employment and Housing Act beginning with Government Code Section 12900 and Labor Code Section 1735 and District policy. In addition, the Consultant agrees to require like compliance by all of its subcontractor(s). The Equal Employment Opportunity Commission (EEOC) or the Department of Fair Employment and Housing (DFEH) and equivalent state agencies will also accept and investigate charges of discrimination or harassment at no charge to the complaining party. Retaliation is prohibited against any person for using this complaint procedure in good faith or for reporting harassment, or for filing, testifying, assisting, or participating in any investigation, proceeding or hearing conducted by a governmental agency. The Contractor can report incidents of harassment without fear of retaliation.


Miscellaneous

  1. Warranty. The parties further represent and warrant that they have fully reviewed this Agreement and made all desired changes and do approve this Agreement as to form and content. The parties additionally represent and warrant that they have read the contents hereof and understand the same.

  2. Confidentiality. Confidential information shared with the receiving party shall remain the exclusive property of the disclosing party. Confidential information may not include public knowledge, prior knowledge, knowledge developed independently, or third party knowledge.

  3. Liability. The client’s liability to HN Designs will also be limited to the amount of fees payable under this contract and the client won’t be liable to the contractor or any third-party for any Risk of Loss, such as damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised the client of them.

  4. Risk of Loss: defined as “the chance of bearing the costs that are associated with destruction, damage or the inability of locating goods, documents and other property.”

  5. Delays: Illness, injury, or other events beyond HND’s control, such as: fire, theft, computer failure, and Acts of God, including but not limited to war, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, power outages, failure attributable to hosting suppliers, breakdown of plant, vandalism, riots, civil commotions, accidents of any kind or act of terrorism may result in a delay of unpredictable length. HND shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of HND as mentioned above.

  6. Delinquency: HND reserves the right to remove web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred in that process.

  7. Performance Liability: HND does not warrant that the functions supplied by web pages, consultation or advice, will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with client. In no event will HND be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if HND has been advised of the possibility of such damages.

  8. Copyrights and Trademarks: The client represents to HND and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to HND for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend HND from any claim or suit arising from the use of such elements furnished by the client.

  9. Entire Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original document but, which taken together constitute but one agreement between the parties. Facsimile signatures shall be accepted as originals.

  10.  Captions. The captions appearing at the commencement of this sections hereof are descriptive only and for convenience in reference. The sections, and not the captions, shall control and govern in the construction of this Agreement.

  11. Cancellation: Should the project be postponed or cancelled by the client, then the client shall be liable for our fees, costs and expenses up to the time HND are notified in writing of such cancellation.

  12. California Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California and not construed for or against any party.

  13. Independent Contractor. Both Client and Contractor shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties. Neither Party is an employee or a legal representative of the other Party for any purpose. Neither Party shall have the authority to enter into any contracts in the name of or on behalf of the other Party.

  14. Indemnification. To the furthest extent permitted by California law, Contractor shall defend, indemnify, and hold harmless the Client, its Governing Board, agents, principals, representatives, officers, consultants, employees, trustees, and volunteers (the “indemnified parties”) from any and all claims arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor. The Client shall have the right to accept or reject any legal representation that Contractor proposes to defend the indemnified parties.

  15.  Attorney Fees/Costs. Should litigation be necessary to enforce any terms or provisions of this Agreement, then each party shall bear its own litigation and collection expenses, witness fees, court costs and attorney’s fees.

  16. Severability. Should any clause of the contract be found to be illegal, deemed unenforceable, or in violation of any State or Federal law, that portion of the Agreement will be severable and the remaining portion or portions of the Agreement will remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have caused this Terms and Conditions to be effective as of the day, month and year first written above agreement.