These terms on conditions constitute the full and complete agreement as between you as customer and Studio 21. By accepting Studio 21’s quote to complete the works as requested by you, being website design, development and implementation, you agree to be bound by these terms and conditions.
You acknowledge that these terms supersede and replace any other agreement or negotiation between you and Studio 21 including any statements made by any representative of Studio 21 at any time.
You acknowledge that upon accepting the quote for work from Studio 21 that you will pay a 25% deposit. Work shall not commence until such time that this deposit has been received by Studio 21.
Upon completion of the work as prescribed, you agree to pay the full balance due and owing within 14 days of receiving notice that the website has been completed and that the website has subsequently been delivered to you.
Where you elect to cancel the work, or terminate this agreement, once work has commenced and before you have received notice of completion you agree that you will be responsible to pay 50% of the amount set out in the quote.
During the process of conducting work on the development, design and implementation of your website it may become apparent that additional work not previously scoped in the quote may be necessary. In such case, whether requested by you or recommended by Studio 21, you acknowledge that this variation may incur additional fees. Studio 21 agrees to notify you of additional fees as soon as practical, and you acknowledge that work on this variation may not take place until such time that you have accepted the additional fees.
You acknowledge that the deposit paid to Studio 21 is a non refundable deposit.
Studio 21 accepts payment by Cash, Bank Transfer or Paypal.
You agree that the quote shall form part of the terms of your agreement with Studio 21.
2) WEB HOSTING SERVICES
You acknowledge that the web hosting offered through Studio 21 are partly setup through a third party. Studio 21 will do everything possible to maintain the integrity of your website hosting and fix it if goes down.
Studio 21 will accept no responsibility for any loss or damages resulting from the hosting services conducted by Studio 21, and you agree to indemnify and hold Studio 21 harmless for any loss or damage that arises as a result of this web hosting arrangement.
3) OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY
It is understood and agreed that during the period that work is being conducted for development, design and implementation of your website, that the intellectual property in that website shall remain the property of Studio 21 until such time that you have made full and complete payment for the website. You hereby agree to grant to Studio 21 the right to register a personal property security interest over the website in their favor against you until such time that this payment has been made in full. The right to register such an interest shall remain at Studio 21 sole discretion.
During the currency of this agreement you may become privy to confidential and proprietary information of Studio 21 including but not limited to Studio 21’s customer service and maintenance tools. You acknowledge that all right and title to any such intellectual property shall remain the sole property of Studio 21 and that you have no right, title or interest therein. Furthermore you agree to at all times during the term of this agreement and otherwise as set forth herein: hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of Studio 21; and not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended.
These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
Where necessary you agree that all FTP access details shall be provided to Studio 21.
You further agree not to provide access to any Studio 21 services to any third party without Studio 21’s express permission.
You agree that you will not or will not assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of Studio 21’s Services.
Any and all right or title to any engineering, coding, programming or customer service work around or other modification of your design service shall also remain the sole property of Studio 21.
You acknowledge that the work that you have engaged Studio 21 to complete shall be dictated by the terms outlined in the quote for provided by Studio 21 and will be based on those instructions and requirements received by Studio 21 from you. The work may include the development, design and implementation of your website, and may include some, part or all of Studio 21’s services.
Studio 21 agrees to provide the work to you within those terms and timeframes as dictated by your quote. Where it becomes clear that the work shall be delayed for whatever reason Studio 21 agrees to notify you, within a reasonable time, by email or other form of communication as directed by you as to the length of the delay and when the new date for scheduled completion may be. You agree that you not make an objection to the new scheduled date for completion.
You agree that a breach by you of any of the above terms and conditions including the non payment of the deposit or any installment when it falls due, shall constitute a breach of this agreement.
This agreement and all of it’s terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the Studio 21 servers. Such information or data may or may not be made available to you by Studio 21 after any such termination. This agreement may be terminated upon written notice to either you or Studio 21 by the other.
In the event of termination by you there will be no refund of deposit paid to you. In addition, Studio 21 may charge a 50% ( of quoted amount) cancellation fee as set out in clause 1.3 above.
Any notice under this agreement shall be given by Studio 21 to you via email at the address provided by you to Studio 21 at the commencement of this agreement or as subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so by contacting Studio 21 using the contact tab on Studio 21’s home page.
Any notice by you to Studio 21 shall be made by telephone to 0499153849 during Studio 21’s regular business hours of 9:00 a.m. to 5:00 p.m. Australian Eastern Standard Time. Such notice may also be sent via Email or Mail to the following Address:
[email protected] or [email protected]
7) WARRANTEES AND LIMITATIONS
Studio 21 makes every reasonable effort to ensure that the work and the website is free from errors and defects. Studio 21 does not warrant or guarantee the website and shall accept no responsibility responsible for any error or resulting delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Studio 21 .
Where you become aware of an error you agree to notify Studio 21 as soon as practical and, notwithstanding 7.1 Studio 21 agrees to take reasonable steps to rectify the error where such an error is as a result of their services.
7.1) The Studio 21 service is provided to you on an “as is” basis, and without any warranty of any kind, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.
In general, Studio 21 has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. Studio 21 accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. Studio 21 provides no warranty for any goods or services which you obtain over the Internet nor the compatibility of any such services with Studio 21.
You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.
The total sole and exclusive remedy available to you as the result of any breach of this agreement, negligence, or any action or failure to act whether intentional or otherwise shall be the amount paid by you to Studio 21 in the three months immediately proceeding any allegation of entitlement to such remedy. In no event shall Studio 21 be liable for any indirect, special, exemplary, punitive, incidental or consequential damages, loss of profits or loss of business as the result of any such action or inaction without regard to the likelihood of any such damages.
You agree that upon completion of the work by Studio 21 that Studio 21 shall not be responsible for any changes made to the site by a third party.
You agree to fully defend and indemnify and hold harmless Studio 21 of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim as a result of a breach of these terms and conditions, your negligence whether active or passive or any negligence of Studio 21 in any way related to your use of the Studio 21 services or any portion thereof and such indemnity shall extend to the materials contained on your website.
You agree to fully defend and indemnify and hold harmless Studio 21 of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the Studio 21 service or any portion thereof. Choice of counsel remains exclusively that of Studio 21.
9) FORCE MAJEURE
Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
This agreement and the rights hereunder is not assignable or transferable except that Studio 21 may assign it’s rights hereunder to any person or entity who shall become a principal owner, or shareholder of Studio 21. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
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.
12) NO AGENCY
Notwithstanding any other provision of this agreement, Studio 21 is not your agent, partner or joint venture in any respect.
Studio 21 may without advance notice amend these terms and conditions from time to time, and will do so by posting the new terms on their web site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future customers. Studio 21 recommends that you revisit these terms and conditions often to stay apprised to any amendments – www.davidrymatz.co.uk/terms-and-conditions
Studio 21 develops all websites to be compliant with all browsers stated within the original quote. Studio 21 can not be held responsible for browser upgrades after the date of website completion and their effect on the website design and functionality.