WebSULIT – Web Design Philippines

 

WEBSULIT WEBSITE AND GRAPHIC DESIGN WEBSITE DESIGN SERVICE AGREEMENT

The WEBSULIT WEBSITE AND GRAPHIC DESIGN – WEBSITE DESIGN SERVICE AGREEMENT is entered into by WEBSULIT WEBSITE AND GRAPHIC DESIGN (“WebSULIT”) and the entity agreeing into these terms (“Client”). This agreement is effective as of the date you add a checkmark next to “I Agree To The Terms And Conditions” and click the Submit button or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the checkmark box next to “I Agree To The Terms And Conditions” and click the Submit button (or, if applicable, do not sign this Agreement). This Agreement governs Client’s availing of the Website Design Service and other value added services if applicable.

1. Website Design Service

1.1 Domain and Website Hosting. All Website Packages provided by WebSULIT will include Website Hosting and Domain Name for one year unless otherwise specified. Website Hosting Fees and Domain Name Renewal Fees shall apply after the one year period.

1.2 Website Design & Development. Upon confirmation of initial payment, WebSULIT will proceed with Website Design & Development for the Client. The Client is liable to provide WebSULIT with all the content necessary to complete the product. Including but not limited to Company Logo, Relevant Photos and Graphics, Information on the Company/Business. The Client understands that WebSULIT is not responsible for any delays resulting from absence or lack of content.

2. Value Added Services

WebSULIT can provide Value Added Services to the Client upon request including but not limited to: (i) Business Class Email Services; (ii) Content Writing Services; (iii) Graphic Design Services; (iv) Content and Website Maintenance; (v) Marketing Services; (vi) Photography Services. Value Added Services shall be billed separately from the Client’s Website Fees.

3. Billing and Payment

3.1 Pricing. All Website Packages provided by WebSULIT are based on an INSTALLMENT PRICING unless otherwise specified. The Client is liable for the TOTAL AMOUNT of the Website Fee regardless of the payment schedule chosen. The Website Fee is the total value of the website as determined by the Peso amount of each payment and the total number of installments specified on the Package Signup Form. Value Added Services are not offered on an INSTALLMENT PRICING basis.

3.2 Payment Methods. WebSULIT accepts payments via PayPaland Bank Transfer/Deposit through Bank of the Philippine Islands (BPI). PayPal Subscription Payments are handled automatically via PayPal’s Subscription Billing Feature. Bank Deposit Information shall be provided clearly on WebSULIT’s Website or via email where applicable. Invoices shall also be generated and sent to the Client upon availing WebSULIT’s service and for each applicable payment cycle. WebSULIT is not responsible for any delays in processing or any issue that may arise while using PayPal’s or Bank of the Philippine Islands (BPI)’s Service.

3.3 Delinquent Payments. Pending Payments that remain unpaid after 5 business days of the due date indicated on the invoice will be considered as delinquent. Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by WebSULIT in collecting such delinquent amounts, except where such delinquent amounts are due to WebSULIT’s billing inaccuracies. WebSULIT may suspend the operation of the Client’s website 10 business days after the pending invoice’s due date. Client can resume operation of the website by paying the amount indicated on the latest invoice and any applicable fees resulting from suspension.

4. Technical Support

4.1 Email Support. WebSULIT may provide support to the Client via email regarding valid website concerns but makes no guarantee that emails will be answered sooner than 48 hours.

4.2 Tickets and Other Forms of Support. WebSULIT, at its discretion may provide alternative forms of support such as: (i) Tickets; (ii) In Person Meeting; (iii) Phone Support but makes no guarantee that they will be available at all times or to all clients.

5. Suspension

5.1 Suspension due to Delinquent Payments. Please refer to section 3.3 on Delinquent Payments

5.2 Suspension of Client’s Website. WebSULIT may suspend a Client’s website for any reason, including but not limited to: (i) abuse of the website hosting service as determined by WebSULIT; (ii) Engaging in and/or Promoting Illegal acts and activities of that nature; (iii) Sending SPAM emails.

5.3 Suspension due to Bandwidth Limitations. The Client’s website will be automatically suspended upon reaching the specified bandwidth limit included in the Website Plan availed.  In the event of this happening WebSULIT will attempt to reach out to the Client to discuss the options of additional bandwidth or Website Plan upgrades. WebSULIT is not responsible for any lost revenue or other losses coming from the suspension. The monitoring of the website’s bandwidth shall be the Client’s responsibility.

5.4 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then WebSULIT may automatically suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If WebSULIT Suspends a Client’s Website for any reason without prior notice to Client, at Client’s request, WebSULIT will provide Client the reason for the Suspension as soon as is reasonably possible.

6. Copyright

6.1 Copyright Ownership. All work and products done by WebSULIT, including but not limited to Website Design, Website Domain, Website Hosting, Website Graphics, shall be the Copyright property of WebSULIT unless otherwise specified.

6.2 Copyright Transfer.  The copyright for the aforementioned will only be transferred after the payment of the Total Amount of the Website Fee. The Client can choose to pay the complete Website Fee ahead of the payment schedule in order to acquire the Copyright to WebSULIT’s work sooner.

7. Termination

7.1 Website Warranty. The Client is allowed 10 Business Days (after date of Website Turnover) to review the work of WebSULIT, decide if it is unsatisfactory, and request a refund. After the 10 business day period it is assumed that the Client finds the work satisfactory. The Client is eligible for refund of the first payment made minus the Website’s Setup Fee. The Setup Fee is considered to be non-refundable.

7.2 Termination via Breach of Contract. WebSULIT, upon careful consideration, may terminate the Client’s Website after it has been suspended for any of the aforementioned reasons, after a period of 30 business days has passed from the date of suspension, provided no agreement has been reached between the Client and WebSULIT. Regardless of the reason for termination, the Client is liable for the entire Website Fee.

8. Indemnification

8.1 By Client. Client will indemnify, defend, and hold harmless WebSULIT from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding Client Content and Graphics, Client Domain Name(s); (ii) that Client Brand infringe or misappropriate any patent, copyright, trade secret or trademark of a third party.

8.2 By WebSULIT. WebSULIT will indemnify, defend, and hold harmless Client from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that WebSULIT’s Services or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall WebSULIT have any obligations or liability under this Section arising from: (i) use of any WebSULIT Services in a modified form or in combination with materials not furnished by WebSULIT, and (ii) any content, information, graphic, or data provided by Client, End Users or other third parties.

8.3 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

9. Limitation of Liability

9.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

9.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CLIENT TO WEBSULIT HEREUNDER DURING THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.

10. Miscellaneous

10.1 Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

10.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party.

10.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

10.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

10.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

10.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

10.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

10.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

10.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

10.10 Governing Law. This Agreement is governed by Republic of the Philippines’ law. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN THE REPUBLIC OF THE PHILIPPINES.

10.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

10.12 Survival. The following sections will survive expiration or termination of this Agreement: Section 3, 6, 8, 9, and 10.

10.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

10.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Package Signup Form Page, the Agreement, and the terms located at any URL. If Client signs a physical agreement with WebSULIT to receive the Services, the physical agreement will override this online Agreement.

10.15 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

10.16 Refusal of Service. WebSULIT may refuse to provide service to a Client for any reason. If any deposit or initial payment has already been paid, a full refund of the amount will be issued within a reasonable amount of time.