Agreement / Cancellation
- Unless otherwise stipulated these Terms & Conditions remain in effect until cancelled by either party by giving one calendar month’s notice. Notice is to be given either in writing to Sterling Web Solutions’ domicilium address: Postnet suite 096, Private Bag X1037, Germiston, 1400 or by fax to (+27) 086 661 5088 or by E-mail to email@example.com. The Client shall not be entitled to any refund of amounts which Sterling Web Solutions, (Sterling Web), has withdrawn while this authority is in force.
- These Terms & Conditions are valid for all Sterling Web services as per signed Debit Order Agreement.
Services – General
- Acceptance of these Terms & Conditions by the Client shall entitle the Client to Sterling Web’s Services as per the signed Debit Order Agreement hereinafter referred to as “Service/s”.
- Design services – The Client agrees to provide Sterling Web with all necessary artwork and information required to design / provide the Service in conjunction with chosen design package & agrees to allow Sterling Web to use its discretion in terms of text, style & colour for the service in conjunction with art work provided by the Client. It is the Clients responsibility to ensure that all images and text provided by the client for use on their service does not infringe with any copyright.
- Design, Hosting, Search Marketing: Sterling Web shall not be liable for any failure or delays in performance causing any Service to be interrupted or suspended, resulting directly or indirectly from any cause or circumstance beyond Sterling Web’s reasonable control.
- Sterling Web will not be held responsible for any delays on the Client’s part regarding the completion of the Service. Should delays become excessive on Sterling Web, Sterling Web will be entitled, (but not obliged) to charge for extra time taken to complete the service at Sterling Web’s then hourly rates.
- Monthly backup of WordPress sites are done in a .RAR format. (No individual file elements)
- All Emails must be set up as pop3 accounts primarily. Secondary setups may be configured as IMAP accounts. Messages must be set to delete after 14 days or less.
- It is the client’s responsibility to perform email backups using mail client back up tools. (eg pst backup files within Microsoft outlook etc) to ensure no loss of mail due to their systems crashing.
- The Client acknowledges that Sterling Web provides an authenticated email account and further management of the email account is for the Client’s IT department to handle and assist. The Client acknowledges that Sterling Web is not an ISP (Internet Service Provider) but rather provides a HOSTING service and providing the Client’s email services are functioning and authenticating with no mail server errors it is the Client’s responsibility to trouble shoot and resolve with their IT department or IT support company the reasons for mail errors and sending / receiving errors. Should Sterling Web get involved with a client mail problem and it is confirmed and acknowledged that the error / problem was not on Sterling Web’s server side but in fact a client error or a fault due to clients systems / internet connectivity they client acknowledges that Sterling Web will charge the client for time spent at Sterling Web’s current hourly rate.
- Bandwidth and server space limits & Fair usage conditions applicable to all clients. Sterling Web provides a more than reasonable limit on both bandwidth and server space in order to alleviate unnecessary billing. However fair usage conditions apply. Should it be found that a client’s account or service is being abused Sterling Web reserves the right to suspend services and charge the client accordingly for bandwidth or server space overused.
SEM (Search Marketing Services)
- The Client understands that the commencement of SEM services is based on one full month calendar payment in advance.
- Sterling Web agrees to provide the Client with SEO Services as per debit order agreements using specific keywords relevant to the Client’s industry as per recorded insight meetings. Client agrees that Sterling Web owns all proprietary and intellectual property rights (including copyright), registrable or not, for all SEM deliverables including documents, presentations, reports, software provided or prepared by Sterling Web to provide Services including the source code and SEM tactics used by Sterling Web to optimise any websites. The Client acknowledges that Search Engines are third party systems with numerous variables, algorithms and indexing processes and that SEM including SEO is controlled by numerous factors outside the direct control of Sterling Web. Sterling Web will apply best practice and efforts with specific techniques and skills which are accepted industry standards to improve the Client’s SEO Rankings but Sterling Web cannot guarantee the Client of any specific placements or rankings on any Search Engine whatsoever.
- GOOGLE ADWORDS® Implementation. The Client confirms that they have given permission to Sterling Web to create a Google AdWords™ account on their behalf. The Client’s account will be deemed active once Google™ has approved the campaign. Sterling Web is not liable if Client’s account is rejected and fees will not be refundable for work carried out. All payments to Sterling Web with regard to the SEO services are non-refundable.
- Furthermore the client understands that in order for SEM services to be fully effective and noticeable in certain industries (competition / supply and demand dependent) a minimum period of 4 months would be required for services to run.
- SEM monthly management fees are subject to a yearly increase (12 months from date of on-boarding). This increase is linked to the inflation rate.
- The Client fully understands that all services set up by Sterling Web, remain the property of Sterling Web in respect to AdWords Campaign specifics and analytical reporting specifics. This is due to the intellectual property that is invested into the success of the service. The client may not under any circumstances transfer any accounts created by Sterling Web for the purpose of transferring services away from Sterling Web. The client would need to have the new service provider set up services the bottom up. The Client will only be entitled to his website file in a RAR backup should he transfer his site away from Sterling Web or should he decide to cancel services.
- Client further confirms that he/she is aware that the monthly debit order is exclusive of any Google Expenditure which will be set up to go off the Clients credit card directly. Any funds outstanding to Google will be for the Clients account.
- The Client cannot hold Sterling Web responsible for anything negatively affecting the Client’s business sales, operations, turnover or profitability that the client may claim as a result of a service offered by Sterling Web.
Changes To Project Scope
- If the Client requires to change the Scope of Work or the design package after acceptance of the service paid for, the Client shall send Sterling Web a written Change Order describing the requested changes in detail. Within 2 days of receiving a Change Order, Sterling Web will respond with a statement proposing Sterling Web’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Sterling Web will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Sterling Webs hourly rate. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Sterling Web may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 2 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Sterling Web will not be obligated to perform any services beyond those in the original Agreement.
- The Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension on any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
Accreditation And Promotion
- All Services – Sterling Web shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Sterling Web in the Deliverables on each page of the Final Deliverables. Sterling Web retains the right to reproduce, publish and display the Deliverables in Sterling Web’s portfolios and websites, in galleries, design and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
- For website updates, Sterling Web will allow for 1 free text and 1 free image update per month for website maintenance, any extra updates required will be deducted from TimeBlocks purchased.
- It is the Client’s responsibility to advise Sterling Web in writing of any changes to their contact details such as, business name, address, and telephone numbers etc in order for the website to be updated accordingly.
- Same day updates are on a best efforts basis and will only be considered if received electronically before 1pm each day. Otherwise updates are based on a two day turnaround time, excluding weekends and public holidays.
- All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
- Set-up fees and any once-off fees are payable together with the first month’s Service fees / debit order fees. These fees are required to be paid in advance for services to run.
- Monthly payments in advance will be required to ensure that the Client’s Services are not cancelled by Sterling.
- Monthly payments not received, as per the signed Debit Order Agreement shall be deemed to be in arrears. Fees will be charged for any unpaid debit orders.
- Should the Client’s payments be in arrears for a period longer that forty-five days, Sterling will be entitled, (but not obliged), to cancel the Clients Service Agreement and to claim damages and costs, (including collection costs and attorney’s fees on an attorney and Client scale), from the Client.
- The Client’s Service will only be reinstated once overdue monies have been paid / recovered by Sterling Web. Sterling Web reserves the right to deny Service to the client based on non or late payments. In this regard the Client will be required to transfer their services to another Service Provider.
- Debit orders are to commence and continue from the time that service is provide to the Client.
- The Client agrees that there exists at the commencement of this Agreement, and for all periods hereunder, no legal reason that Sterling Web should refuse Services to the Client and that the Client’s use of the Service is not for any illegal, immoral or injurious purposes. Sterling Web reserves the right to remove any illegal, immoral or offensive Material from the Client’s service at any time.
- The Client indemnifies and holds Sterling Web, its officers & employees harmless from and against any loss, claims, demands, expenses (including attorney’s fees), or liability of whatever nature or kind (including without limitation, negligence and copyright claims), of the Client or of third parties arising out of the use of the Service provided under these Terms and Conditions.
- Should the Client be in breach of this agreement in terms of payment, domain name/s, art work & web pages will not be released to the Client until all outstanding amounts are paid.
- Indemnification And Liability. The Client hereby indemnify Sterling Web from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. The Services and the work product of Sterling Web are sold “as is.” in all circumstances, the maximum liability of Sterling Web, its directors, officers, employees, design agents and affiliates (“Sterling Web parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of sterling web. in no event shall Sterling Web be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Sterling Web, even if sterling web has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
- These Terms and Conditions shall be interpreted solely in accordance with the laws of the Republic of South Africa. Should any term or condition be declared illegal or otherwise unenforceable, it shall be removed without affecting the legality or enforceability of the remaining portions.
- The Client agrees to these Terms and Conditions herein and to all other Terms, Conditions and restrictions which Sterling Web may publish from time to time in respect of the Service.
- Sterling Web reserves the right to change its rates and Terms and Conditions with respect to all Services at any time and all such changes shall be effective immediately, except for rates which would be effective after a one month calendar period, when published by Sterling Web.
- These Terms and Conditions are to be read in conjunction with Sterling Web’s Privacy and Disclaimer as published on its website.
- It is the Clients responsibility to frequent these terms and conditions from time to time and to familiarise themselves with the terms and also to not make any assumptions but rather to request confirmation or explanation from Sterling Web in respect of any possible issues that they may feel the need to discuss.