Terms of Service
Design Terms and Conditions
The parties have agreed that edgeBD Inc. shall provide the Client with [graphic] design services on the terms set out in these terms and conditions.
In providing the services, edgeBD Inc. may use:
- Any equipment, facilities, materials, information, photography, writings and other creative content provided by Client (Client Content);
- Any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form together with information and materials provided by the Client relating to the Services, including data, reports, graphics, illustrations and specifications (In Put Materials); and
- All documents, information and materials provided by edgeBD Inc. relating to the Services which existed prior to the commencement of this agreement, including data, reports, graphics, illustrations and specifications (Pre-existing Materials).
Using all these inputs, edgeBD Inc. shall provide designs prepared by edgeBD Inc. or its agents, subcontractors, consultants and employees in relation to the Services in any form, including drafts (Deliverables).
The Client shall:
(a) co-operate with edgeBD Inc. in all matters relating to the Services and appoint;
(b) provide such access to the Client’s data as may reasonably be requested by edgeBD Inc.; and,
(c) provide the Client Content and In-put Material reasonably necessary, in order to carry out the Services, in a timely manner, and ensure that it is appropriately licensed, consented, permitted and accurate in all material respects.
Website Design Terms and Conditions
- Client’s obligations with Regard to Copyright: In situations where the Client provides images, text, animations, layouts or any other content for their website design they are legally responsible for ensuring that this material does not infringe any copyright.
- Certain images provided by edgeBD inc., used in a website design may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a website and the license may not permit them to be used in publicity material. The website owner is legally responsible for ensuring that this does not happen. If you wish to use any images from the site for other purposes please contact us for clarification.
- Registration Charges: All third party costs arising from the registration of a domain name shall be met by the Client. If required, edgeBD will register any domain names on behalf of the Client so that they have full ownership of these but where edgeBD has registered a domain name on the Client’s behalf, edgeBD agrees to transfer this domain name to the Client immediately upon request and without charge.
- Search Engine Promotion: If Search Engine Optimization has been agreed as part of the website design contract the Client must be aware that edgeBD is not responsible for ongoing website site promotion. Should the Client require the site to be promoted on an ongoing basis a separate contract must be agreed. The order in which websites are ranked in the natural search results is controlled by the search engines. While during the website design edgeBD can optimize your site initially for this by making it search engine friendly, it is impossible to make any guarantees on ranking position.
- Future Support: Your website will be handed over as a fully functioning, completed work. Unless it has been agreed beforehand, edgeBD is not responsible for future support. Support can be provided upon request for an agreed fee.
- Third party software products shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the charges payable as per vendor specifications. Examples of third party software; email platforms, payment gateways and other plugins that may be required to enable special website functionality required.
- As a courtesy, edgeBD may provide information about how to use certain third-party products, but edgeBD does not endorse or directly support third-party products and edgeBD is not responsible for the functions or reliability of such products. While edgeBD is able to provide assistance with configuration and basic troubleshooting for third party software, the amount of assistance that can be provided by edgeBD Support beyond this is very limited. edgeBD is not responsible for the functionality of third party Clients or their features. For advanced options or settings, it is recommended that you request assistance from your IT support or seek out the developing party for you’re the third party software.
- The Client shall confirm, via email, confirmation of acceptance of the website. In the event that any Acceptance Tests are not passed, the failures that cause the relevant tests to be failed (Defects) shall be drawn up and documented by edgeBD and presented to the Client for discussion on how best to rectify such Defects.
- If any defects result arise from a Defect which is caused by the Client, or by one of the Client’s sub-contractors or agents for whom edgeBD has no responsibility (Non-Service Provider Defect):
- the website shall be deemed to have passed the Acceptance Tests;
- edgeBD shall provide all assistance reasonably requested by the Client in remedying any Non-Service Provider Defect by supplying additional services or products;
- if such assistance is requested, the Client shall pay edgeBD in full for all such additional services and products at edgeBD’s then current rates and prices.
- Grace period: There is a 14-day grace period upon completion of the website design, where all minor modifications to the site are free (for example, text and graphical changes). However, major structural, content or graphical modifications are subject to a fee. To avoid these charges, a maintenance package can be purchased at any time.
- Future website Problems: Problems caused by malicious software, spyware, viruses and website hacking are a fact of life on today’s Internet. edgeBD will make every effort to reduce the risk of this affecting your website, and edgeBD will endeavor to protect it from this as much as edgeBD can during its creation, but after the website is handed over edgeBD cannot be held responsible for problems caused by illegal activity or the actions of others.
- Access to Client Hosting Space: edgeBD may require ongoing access to the Clients’ hosting space to allow us to support and monitor their websites. This access is via a user ID and password combination, which the Client may change after the website is handed over. If the Client chooses to change the password edgeBD will no longer have access to the website and further support will not be possible. edgeBD cannot be held responsible for any changes made to the website by the Client or the Client’s agents.
- Legal Compliance: If at any point during the process of the website design project, a designer feels that the website is going to be used for an illegitimate purpose, then edgeBD has the right to refuse to complete the website, this is for the protection of the Clients, the consumer and ourselves, as edgeBD has a responsibility to all three.
- Malicious Attacks: Once the website has been completed, edgeBD aim to keep extra costs at $0.00, however if there is any malicious activity on the website once it has been completed, then there will be additional costs to amend any issues with the website.
There are ways to prevent this, your host will provide you with CPanel & FTP details, it is strongly advised that only professionals use this information to access the website, as modification of any of the files can cause major disruption, which will eventually lead to extra costs.
- Compliance with ecommerce, Accessibility or Other Regulations: edgeBD do all website design in accordance with the Client’s specifications. It is the Client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations.
- edgeBD cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. edgeBD may research this on the Client’s behalf upon request, but in any business where complex compliance issues may exist edgeBD recommends that the Client takes legal advice from their company lawyer.
General Terms & Conditions
- QUALITY OF SERVICES
4.1 edgeBD Inc. warrants to the Client that:
(a) edgeBD Inc. will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services;
(b) the Services will conform with all descriptions and specifications provided to the Client by edgeBD Inc., as set out in a Service Schedule provided; and
(c) the Services and Deliverables will be provided in accordance with all applicable legislation from time to time in force, and edgeBD Inc. will inform the Client as soon as it becomes aware of any changes in that legislation.
4.2 The provisions of this clause 4 shall survive any performance, acceptance or payment pursuant to this agreement and shall extend to any substituted or remedial services provided by edgeBD Inc..
- CHARGES AND PAYMENT
3.1 In consideration of the provision of the Services by edgeBD Inc., the Client shall pay the charges as set out in the approved Cost Estimate provided to Client.
3.3 Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Payment Schedule that will be provided by edgeBD Inc.
3.4 Any fixed price and daily rate contained in the Payment Schedule excludes HST, which edgeBD Inc. shall add to its invoices at the appropriate rate.
3.5 The Client shall pay each invoice which is properly due and submitted to it by edgeBD Inc., within 7 days of receipt, to a bank account nominated in writing by edgeBD Inc.
3.6 If the Client fails to pay any amount payable by it under this agreement, edgeBD Inc. may charge the Client interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 2% per annum compounded quarterly.
3.7 Invoices covering payment in respect of materials purchased by, or services provided to, edgeBD Inc., or for reimbursement of expenses, shall be payable by the Client only previously approved by the Client and if accompanied by relevant receipts.
3.9 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party.
5.1 Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off, all subsisting in the Deliverables.
5.2 All Intellectual Property Rights in the Deliverables arising in connection with this agreement shall be the property of the Client, and edgeBD Inc. hereby irrevocably assigns all such Intellectual Property Rights to the Client, subject to payment of all edgeBD Inc.’s charges as per clause 5. The parties shall execute all documents necessary to give effect to this clause.
- ACCEPTANCE OF DELIVERABLES
6.1 If Deliverables are to be directly dispatched to a third party for printing or other purposes by edgeBD Inc., the Client shall have the right to approve these Deliverables before they are so dispatched.
7.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
7.2 edgeBD Inc. shall perform the Services with reasonable care and skill and in accordance with generally recognized commercial practices and standards.
- LIMITATION OF REMEDIES AND LIABILITY
8.1 Nothing in this agreement shall operate to exclude or limit either party’s liability for:
(a) any breach of the terms implied by the laws of the Province of Ontario.
(b) any other liability which cannot be excluded or limited under applicable law.
8.2 Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
- INTELLECTUAL PROPERTY RIGHTS
9.1 edgeBD Inc. shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.
9.2 The indemnity in clause 9.1 is subject to the following conditions:
(a) the Client promptly notifying edgeBD Inc. in writing of the claim;
(b) the Client making no admissions or settlements without edgeBD Inc.’s prior written consent;
(c) the Client giving edgeBD Inc. all information and assistance that edgeBD Inc. may reasonably require; and
(d) the Client allowing edgeBD Inc. complete control over the litigation and settlement of any action or claim.
9.3 edgeBD Inc. shall not use or re-create the look and feel of the Deliverables or anything substantially similar to it.
- Cancellation of Services
Should the Client wish to cancel at any point during the process they shall remain liable to pay for the work that has been completed and shall be invoiced accordingly.
For cancellation of third party services, such as search engines ads, display networks, social networks or directories ads; a notice period before cancellation may be required depending the 3rd party terms of service.
- DATA PROTECTION
11.1 edgeBD Inc. warrants that, to the extent it processes any Personal Data on behalf of the Client:
(a) it shall act only on instructions from the Client; and
(b) it has in place appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
11.2 In this clause, Personal Data has the meaning given in the laws of the Province of Ontario.
- FORCE MAJEURE
12.1 Force Majeure Event shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
12.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.
13.1 Confidential Information shall mean all information whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
13.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
13.4 The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause; or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
13.5 The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.
13.6 This clause supersedes the terms of any Non-Disclosure Agreement between edgeBD Inc. and the Client, which is hereby terminated.
All media releases, public announcements and public disclosures by edgeBD Inc. relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the Client and approved by the Client prior to release.
edgeBD Inc. may not assign or transfer any of its rights or obligations under this agreement. The Client may assign or transfer any of its rights or obligations under this agreement, provided it gives prior written notice to edgeBD Inc..
- ENTIRE AGREEMENT
Except as provided in this clause, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party’s liability for any Misrepresentation made knowing that it was untrue. Each party’s liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party’s ability to perform its obligations under this agreement, shall be subject to the limit set out in the Limitation of Liability clause.
- THIRD PARTY RIGHTS
18.1 The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.
18.2 This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
- VARIATION AND WAIVER
19.1 A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.
19.2 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
19.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the original commercial intention of the parties.
21.GOVERNING LAW AND JURISDICTION
- 1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of the Province of Ontario.
- 2 The parties irrevocably agree that the courts of laws of the Province of Ontario have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.