OUR TERMS OF SERVICE
The customer agrees to work quickly to complete projects. If for any reason, a client takes longer than:
– 30 days (from the Start Date) to provide the content / materials requested by the client to begin / continue work, or.
– 30 days (from the Start Date) to approve the completed website / work / designs / mockups / options, MITZY WEB reserves the right to put the project on hold and bill the remaining project fees to the client, and propose revised fees to restart the project.
Upon acceptance of the project proposal, the client is billed 50% of the quoted rates. Projects will not be considered confirmed until the deposit is paid in full. This deposit is non-refundable and is payable within 5 days from the date of receipt (via email) of the invoice by the Client (Due Date).
Five days is the time limit given to pay the invoice issued for the retainer. Normally, no work begins until payment arrives, but there are times when we research, look for topics, images, etc. even before payment arrives, so there must be a due date for the client to pay the retainer.
(1) The client accepts the proposal.
(2) MITZY WEB sends an invoice for advance payment.
(3) The advance payment (down payment) must be paid within 5 days.
(4) Work begins or some basic research has already been started.
(5) If the client does not send content within 30 days, then MITZY WEB holds the advance and puts the project on hold. If clients want to restart, I propose new rates.
(6) If the content has arrived, the development has been done but the client does not approve or give feedback within 120 days, then I hold the advance and put the project on hold, bill the client for the remaining amount and if the client wants to restart (make revisions) I will send a new quote.
There are situations where things can be delayed and are dealt with on a case-by-case basis.
1b. This agreement constitutes a binding contract between MITZY WEB and the customer about the products and services provided.
1c. This agreement becomes effective immediately upon being engaged through:
– Completion of a customer commitment form with MITZY WEB.
– Approval of the Official Quotation utilizing a printed signature.
– Processing of payment of an Official Invoice through any of the payment gateways provided.
1d. MITZY WEB is an independent contractor of Client, and shall not be considered a partner or associated with Client in any way unless otherwise stated by MITZY WEB in writing or within this Agreement.
1e. The products and services provided are for the sole benefit of the customer, unless otherwise stated by MITZY WEB in writing or within this agreement.
- DEFINITIONS, TERMINOLOGY AND INTERPRETATIONS
2a. In this agreement the following definitions apply:
– ‘MITZY WEB’ defines the MITZY WEB trading style known as MITZY WEB (website address support@mitziwebonline.com.
– ‘Agreement’ defines this legally binding contract accessible via support@mitziwebonline.com
– ‘Customer Commitment Form’ defines the written agreement entitled Customer Commitment Form confirming the Customer’s account information and requesting the Customer’s signature to enter into this Agreement.
– ‘Official Estimate’ defines a written proposal titled MITZY WEB Official Estimate to be received by Customer requesting approval by signature.
– ‘Official Invoice’ defines invoices generated by MITZY WEB to be received by the client.
– ‘Campaign’, if requested by the customer, defines a product or service that is delivered on an ongoing basis, including search engine optimization, social media marketing and pay-per-click marketing.
– ‘Default Communication’ defines the process in which MITZY WEB may terminate the agreement without financial refund or additional delivery of products and services.
2b . The headings in this agreement are for convenience only and shall not affect its construction or interpretation.
2c. Any references to a statute, directive, regulation, code or guideline (referred to as “legislation”) are references to such legislation as amended, modified or enacted from time to time.
- 3. SERVICE LEVEL AGREEMENT
- 3a. MITZY WEB provides website design services aligned with the following clauses:
- – MITZY WEB will deliver the product in four stages unless otherwise stated in the client’s estimate. These stages include:
- – Home page concept based on initial images.
- – Home page design in an online development environment.
- – Complete website design in an online development environment.
- – Complete website design in an online development environment, including revisions.
- – The client can request changes at any of the four delivery stages described:
- – We will provide an unlimited volume of revisions in circumstances where we provide incorrect spelling and grammar.
- – We may ask the client to provide specific written or visual annotations for each requested change before implementation at our own discretion, should we feel the client is being difficult or vague.
- – We reserve the absolute right to reject requested changes without refund, excluding those related to spelling and grammar at our discretion, if we feel the client is being difficult.
- 3b. MITZY WEB provides website development services aligned with the following clauses:
- – MITZY WEB will deliver the product in four stages unless otherwise stated in the client’s estimate. These stages include:
- – Initial image-based interface concept.
- – User interface design in preparation for functionality.
- – Introduction of functionality and integration into the user interface.
- – Delivery of complete website development product for testing and final approval.
- – Client may request changes at any of the four delivery stages described:
- – We will provide an unlimited volume of revisions in circumstances where we provide incorrect spelling and grammar.
- – We may ask the client to provide specific written or visual annotations for each requested change before implementation at our own discretion, should we feel the client is being difficult or vague.
- – We reserve the absolute right to reject requested changes without refund, excluding those related to spelling and grammar at our discretion, if we feel the client is being difficult or vague.
- 3c. MITZY WEB provides search engine optimization services aligned with the following clauses:
- – MITZY WEB will use our tailored campaign approach as we deem necessary and:
- – Provide live rank tracking software through a third party provider.
- – Provide quarterly reports to track goals and progress.
- – Client may request strategy changes or modifications based on the following terms:
- – We will provide an unlimited volume of revisions in circumstances where we provide incorrect spelling and grammar.
– We reserve the absolute right to refuse requests for changes and amendments to a strategy where we feel this would not be in the best interest of the campaign or would require additional time and resources from MITZY WEB without financial reimbursement.
3d . MITZY WEB provides pay-per-click marketing services aligned with the following clauses:
– MITZY WEB will manage the ad spend of your Google advertising budget and:
– Provide quarterly reports to track goals and progress.
– Client may request strategy changes or modifications based on the following terms:
– We will provide an unlimited volume of revisions in circumstances where we provide incorrect spelling and grammar.
– We reserve the absolute right to refuse requests for strategy changes and amendments where we feel this would not be in the best interest of the campaign or would require more time and resources from MITZY WEB without financial reimbursement.
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3e. MITZY WEB provides social media marketing services aligned with the following clauses:
– MITZY WEB will use our tailored campaign approach as we deem necessary and:
– Provide quarterly reports to track goals and progress.
– Client may request strategy changes or modifications based on the following terms:
– We will provide an unlimited volume of revisions in circumstances where we provide incorrect spelling and grammar.
– We reserve the absolute right to refuse requests for strategy changes and amendments where we feel this would not be in the best interest of the campaign or would require additional time and resources from MITZY WEB without financial reimbursement.
3f. Delivery dates for products or services described by MITZY WEB are provided as estimates and do not form part of this agreement unless otherwise stated and reference is made to this clause in writing.
3g. MITZY WEB makes no warranties and shall not be responsible for the results of campaigns, including search engine optimization, social media marketing and pay-per-click marketing, unless otherwise stated and reference is made to this clause in writing.
3h . Client is responsible for providing the content necessary to complete the delivery of any services and failure to provide these assets within thirty days allows MITZY WEB to exclude this attribute from the deliverable or terminate the project without a refund at our discretion.
3i. MITZY WEB reserves the right to subcontract, sublicense or transfer certain portions of the services to specific third parties as it deems necessary or appropriate.
3j. MITZY WEB will make all reasonable efforts to ensure that the same person acts as the customer’s point of contact throughout the period, but may replace that person from time to time as is reasonably necessary for our interests.
3k. All samples, drawings, descriptive material or advertising issued by MITZY WEB, and any descriptions or illustrations contained in MITZY WEB’s catalogs or brochures relating to the services (collectively referred to as ‘marketing materials’). or published for the sole purpose of giving an approximate idea of the services described therein are issued. Such marketing materials do not form part of this agreement and have no contractual force.
3l. Any products served through the browser (including, without limitation, website design and development) will be provided in support of the latest and an earlier version of that browser limited to Chrome, Firefox, Edge and Explorer.
- COMMUNICATION AND CONDUCT
4a. MITZY WEB offers three modes of communication including telephone and email. We accept no responsibility or liability for the receipt or security of any information sent through other channels unless otherwise instructed in writing by MITZY WEB.
4b. MITZY WEB reports on the status and performance of products, services and other information to the customer by email to the primary contact (as indicated in the customer’s account), respectively, of the delivery commitments described below:
Customers may add, transfer or remove primary contact persons by providing a written request to support@mitziwebonline.com
Customers may request alternative methods of communication in writing to be considered and approved at MITZY WEB’s sole discretion.
4b1. If MITZY WEB staff is unable to establish communication with the customer (verbal or written response) within fourteen days, the customer may receive a predetermined communication notice by email. Failure to respond to this notice within thirty days may result in termination of your account at MITZY WEB’s discretion.
4c. MITZY WEB reserves the absolute right to terminate the agreement without notice if we deem your conduct towards our staff, contractors or colleagues to be inappropriate and offensive.
4d. MITZY WEB reserves the absolute right to terminate the agreement without notice if we believe that our services are used in connection with illegal, immoral or unethical business practices.
4e. If MITZY WEB suspects illegal activity, MITZY WEB may share all supporting information and documentation with the appropriate legal authorities.
- ACCOUNTS AND INVOICING
5a . Official estimates provided by MITZY WEB remain active for fourteen days. By accepting an estimate, you are completing a purchase order and you sign this agreement with the understanding that an initial deposit invoice will be generated immediately.
5b. MITZY WEB will provide all invoices to the email address of the primary contact persons, unless otherwise agreed between MITZY WEB and the customer (in writing and signed by both parties) in advance.
5c. The customer can complete payment of outstanding invoices via PayPal (visit here) or direct bank transfer. MITZY WEB is not responsible for any loss of funds if the customer incorrectly enters payment information.
5d. Invoices generated by MITZY WEB in connection with singularly deliverable products (including website design, development and creative writing) for the client are subject to the following terms:
Initial deposit invoices are due within seven days of delivery.
Once the project is completed, the final invoice is generated and is due within thirty days.
MITZY WEB reserves the right to hold the final product until the final invoice is settled.
Additional payment milestones may be introduced before acceptance of this agreement if indicated in writing in the official quotation (by MITZY WEB) together with their relevant due dates. By approving the quotation, the customer accepts these additional terms.
5e. Invoices generated by MITZY WEB in connection with marketing services (including search engine optimization, social media and pay-per-click) for the client are subject to the following terms:
Initial deposit invoices generated in response to an approved quote are due within seven days of delivery.
Recurring invoices excluding the first month (including monthly, quarterly and annual payment cycles) are generated at the beginning of the monthly service period and are due within thirty days.
5f. Failure to complete payment of past invoices may result in additional consequences at New Cove Marketing’s discretion, including:
Failure to receive payment within the specified timeframe will result in a 10% late penalty and MITZY WEB may suspend delivery of any additional services to the customer until the balance is resolved.
If we are unable to recover the amount after another thirty days, you may be charged an additional flat recovery fee of 30%.
If the outstanding balance remains unresolved, we may initiate formal proceedings.
5g. MITZY WEB reserves the right to modify our prices for products and services on the basis that:
The customer is given ninety days’ notice before the change becomes effective.
The customer has the opportunity to terminate the current service contract before new prices are introduced.
- TERMINATIONS
6a. Without affecting any other rights or remedies available, either party may terminate one or more of the services provided (including search engine optimization, social media and pay-per-click) by giving the other party thirty days prior written notice.
If either party terminates one or more of the services according to this clause, the terms of this agreement shall continue to apply to the remaining services.
6b. Without affecting any other rights or remedies available, MITZY WEB may terminate this agreement with immediate effect by written notice to the customer if:
Customer fails to pay any amount due under the agreement by the due date for payment.
6c. The expiration or termination of one or more (but not all) of the services shall not affect MITZY WEB’s obligation to provide the remaining services or the client’s obligations to pay fees in respect of the remaining services. When all Services have expired or terminated, this Agreement shall automatically terminate and all outstanding fees due to MITZY WEB shall become immediately due and payable within seven days.
6d. Termination or expiration of this agreement (whatever the cause) shall not affect any rights and/or liabilities of either party that have accrued before termination or expiration.
6e. Any provision of this agreement which is expressly, or by implication, intended to be effective or continue in effect on or after termination or expiration shall remain in full force and effect.
6f. If this Agreement is terminated, Customer shall (at MITZY WEB’s request and election) cause all confidential information shared by MITZY WEB, together with all other materials in its possession disclosed to it by MITZY WEB under this Agreement.
6g. MITZY WEB’s obligations to Customer under this Agreement, and all licenses granted under this Agreement by either party, shall immediately cease upon termination of this Agreement.
- INTELLECTUAL PROPERTY
7a . MITZY WEB and its licensors own and shall retain ownership of all intellectual property rights in the materials shared with the customer, unless otherwise directed in writing by a director of MITZY WEB.
7b . Any materials provided by the Client shall remain the intellectual property of the Client unless otherwise directed in writing by the Client.
7c . Customer hereby grants to MITZY WEB a worldwide, non-exclusive, royalty-free, fully paid-up, transferable license to copy, modify and use any material provided by Customer to MITZY WEB.
This clause is intended to protect MITZY WEB from copyright claims on the content and images you provide to us for use on your new site. We will never sell your intellectual property to anyone else. Once your website is complete, we will transfer the IP to you for site design and assets, retaining only the license necessary to provide hosting services.
The clause is broad in its wording for some services where we do not comply internally. All of our websites are managed internally by our team of developers.
7d . MITZY WEB grants the customer a non-exclusive, non-transferable, revocable, limited license to any material provided by MITZY WEB while actively subscribing to MITZY WEB’s social media marketing, search engine optimization or pay-per-click. services. For the avoidance of doubt, the Customer may not sublicense, assign or transfer rights to the Materials without MITZY WEB’s prior written consent.
7e. All intellectual property rights in or arising out of or in connection with any services provided by MITZY WEB (other than intellectual property rights in any materials provided by the client) shall be the exclusive property of MITZY WEB.
7f. Unless otherwise stated before receipt, the client declares a valid license to all material shared with MITZY WEB and shall hold MITZY WEB harmless and upon demand indemnify MITZY WEB and shall keep MITZY WEB indemnified in full from and against, all costs, expenses, damages and losses, including interest, penalties, fines, legal and other professional fees and expenses awarded to or incurred or paid by MITZY WEB, and any sums agreed to in the agreement, as a result of, or in connection with, any claim brought against MITZY WEB, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, MITZY WEB or use of the materials provided by you according to this agreement.
- CONFIDENTIALITY
8a. MITZY WEB shall hold all content and information provided by the Customer and marked as confidential, or notified to MITZY WEB as confidential in the strictest confidence, and shall not disclose such content or information to any other person, company or organization. The confidentiality obligations in clause 8 A shall not apply to:
Any disclosure that MITZY WEB is required to make by law, by a court of competent jurisdiction or by any regulatory body.
Information that has become public domain through no fault of MITZY WEB.
Information that MITZY WEB develops independently or receives from a third party.
8b. MITZY WEB reserves the right to share confidential information with its staff, subcontractors, professional advisors, consultants and auditors, who will be informed of the confidential nature of the information shared and instructed to treat such information confidentially.
8c. The customer shall hold all information marked as confidential by MITZY WEB in the strictest confidence. This includes, without limitation, any personal data accessed and / or processed by the client’s staff) and any confidential information relating to the business, affairs, strategies, suppliers or personnel of MITZY WEB. The confidentiality obligations of Clause 8 C shall not apply to:
Any disclosure that the customer is required to make by law, by a court of competent jurisdiction or by any regulatory body, but only to the minimum extent required, and provided that the customer first notifies MITZY WEB of the requirement (if not prohibited by applicable law).
Information that has become public domain through no fault of the Customer.
Information that Customer independently develops (without the benefit of confidential information shared by MITZY WEB) or receives from a third party (that does not breach a continuing obligation of confidentiality of MITZY WEB).
Client’s right to share confidential information with its personnel, professional advisors, consultants and auditors, who shall be informed of the confidential nature of the information and instructed to treat such information confidentially and Client shall be liable to MITZY WEB. if any such party breaches the terms of such confidentiality obligation.
8d. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this agreement.
- WARRANTIES AND INDEMNITIES
9a. The customer warrants to MITZY WEB that:
It has the full power, capacity and authority to enter into the agreement and perform its obligations under this agreement.
It will ensure that it has all appropriate consents and notices necessary to permit the lawful transfer of personal data to MITZY WEB for the duration and purposes of this agreement.
The receipt and use of the services shall be for legitimate business purposes and following all applicable laws and regulations.
The customer has obtained all necessary approvals, consents and permissions from any relevant authority or a third party in connection with the receipt and use of the Services.
All materials provided by Customer are accurate, complete and up-to-date, and Customer accepts sole responsibility for such materials.
9b . Customer shall hold MITZY WEB harmless and indemnify MITZY WEB upon request and shall keep MITZY WEB fully and effectively indemnified from and against all liabilities, losses, damages, costs (including legal fees) and expenses of any nature incurred by MITZY WEB directly or indirectly from:
Any breach of the Customer’s confidentiality obligations under clause 8 C of these Terms of Service. Any breach by the customer of clause 9 A of these terms of service (the indemnities in this clause shall remain in full force and effect notwithstanding the termination or expiration of this agreement).
9c. If a third party makes a claim, or notifies MITZY WEB that it intends to make a claim, against MITZY WEB, which may reasonably be considered likely to give rise to a liability under an indemnity given under clause 7 F or clause 9 B of this agreement, MITZY WEB shall notify Customer in writing of such claim and shall allow Customer sole authority to dispute, compromise or defend such claim with the assistance of MITZY WEB as reasonably requested by Customer (and Customer agrees to reimburse MITZY WEB in full for such assistance).
- LIMITATIONS OF LIABILITY
10 a. Subject to clauses 10 B to 10 C (inclusive), MITZY WEB’s liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty or arising out of or in connection with this Agreement shall not exceed an amount which is equal to the average annual fees (calculated by reference to the fees in successive twelve (12) month periods from the Effective Date) paid by the Customer as at the date on which the relevant liability accrued.
10b. Subject to clause 10 C, MITZY WEB shall have no liability to the Customer in any circumstances, whether in tort (including, without limitation, negligence or breach of statutory duty arising), contract, misrepresentation (whether innocent or negligent.) ) or otherwise in respect of any: (i) loss of revenue, sales, business or income; (ii) loss of profits; (iii) loss or corruption of software, data or information; (iv) loss of business opportunity, goodwill or reputation; (v) business interruption; (vi) loss of anticipated savings; or (vii) for any indirect or consequential loss or damage of any kind.
10c. Notwithstanding anything contained in this Agreement, neither party excludes or limits its liability for: (i) personal injury or death as a result of its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the Terms or any other liability which cannot be excluded or limited by law.
10d. Unless expressly set out in this agreement, MITZY WEB services and materials are provided to you ‘as is’ and ‘as available’, and to the maximum extent permitted by applicable law, no warranties (whether express or implied) are made by MITZY WEB as to their suitability, fitness for purpose, accuracy or otherwise.
10e. All warranties, conditions and other terms, express or implied (by statute or otherwise) are, unless expressly outlined in this agreement, excluded from this agreement to the fullest extent permitted by applicable law.
- MISCELLANEOUS
11a. This agreement shall be governed by the laws of Poland and whose courts shall have exclusive jurisdiction in the event of any unresolved disputes (including non-contractual disputes) arising between the parties.
11b. This Agreement constitutes the entire agreement between the parties relating to the matters contemplated herein and supersedes all prior agreements, understandings or arrangements between the parties relating to such matters and each party acknowledges and agrees that by entering into the Agreement it is not relying on the foregoing,
and shall have no recourse in respect of, any statement, representation, warranty or understanding (whether negligent or innocent) of any person (whether a party to the agreement or not) other than as expressly set out in the agreement. Nothing in this clause shall limit or exclude any liability for fraud.
11c. Client shall not during the term of the Service, nor for a period of twelve (12) months after termination or expiry of this Agreement for any reason whatsoever, on its own behalf or behalf of a third party, directly induce or attempt to induce, any person employed by MITZY WEB who has been engaged in the provision of the Services to Client to leave the employment of MITZY WEB.
11d. MITZY WEB may at any time assign, mortgage, charge, subcontract, delegate, declare a trust or deal in any other manner with any or all of its rights and obligations under the agreement.
11e. Customer shall not assign, transfer, mortgage, charge, charge, subcontract, declare a trust or otherwise deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of MITZY WEB.
11f. If MITZY WEB wishes to vary the terms of this agreement, the customer must be notified of the variation(s) thirty days before the execution of such variations; however, the existing agreement shall remain in force and enforceable. MITZY WEB reserves the right to suspend or terminate this agreement (including the provision of the services) with immediate effect if the client does not accept such variation(s).
11g. The waiver by either party of any breach of any provision of this agreement shall not preclude the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent breach. The rights of either party shall not be prejudiced or abridged by any time, forbearance or indulgence granted to the other.
11h. The invalidity or unenforceability of any provision, partial provision or any right arising under this Agreement shall not affect the validity or enforceability of any other provision or right. If any provision or part of the provision is held invalid or unenforceable but would be held valid or enforceable if any part of its wording were deleted or modified, the relevant provisions shall apply with such deletions or modifications as may be necessary. to make them valid and effective.