1. STANDARD TERMS of SERVICE
These are the standard terms and conditions for Website Design and Development and apply to all work undertaken by Birdeye for its clients.
2. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
3. LIMITATION OF LIABILITY
Birdeye makes no representations or warranties related to the functions contained in any webpage template or in a completed website that it will always be error-free. The fixing of errors will be charged at the rate of $125.00 per hour. Birdeye is not liable to you or any third party for damages, including lost profits, incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other webpages, even if you have advised us of the possibilities of such damages. IN NO EVENT SHALL BIRDEYE BE LIABLE FOR DAMAGES IN EXCESS OF 100% OF THE PRICE PAID UNDER ANY AGREEMENT.
4. CHANGE ORDERS
Although changes and revisions are a large part of the creation process, there will be an additional charge for changes made to elements (mock-ups, webpages, graphics, etc.) that were previously approved. Changes resulting in additional cost will be invoiced when the change(s) is completed, regardless of whether the website is live or in development. Birdeye will notify you if requested changes will result in additional charges prior to incurring such cost. Changes will be charged at the rate of $125.00 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any timeframes or estimates that we give are contingent upon your full co-operation and complete and final content (copy, photography, videography and documentation) for the project. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the agreement will be deemed to have been completed and the balance of the project price will become due.
7. REJECTED WORK
If you reject any of our work within the 7-day review period, or do not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, can elect to treat this agreement as at an end and take measures to recover payment for the completed work.
8. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
9. COPYRIGHTS AND OWNERSHIP
When Birdeye receives final payment, copyright is automatically assigned to you as follows:
- You own the graphics and other visual elements created for the Project, including text content, photographs and other data provided, unless owned or licensed by another party.
- You license back to Birdeye a limited, non-exclusive, royalty-free license for the purpose of showcasing the final Project. We reserve the right to display and link to your website as part of our portfolio, or to write about the Project on websites, and in any other marketing forms.
10. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website.
11. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our agreement, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Birdeye under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
Birdeye acknowledges that by reason of its relationship with you, we may have access to confidential information related to operations, technology, and know-how developed by the you, including without limitation, information about products, customers, vendors, sales and operating metrics, and other information not readily available to the public. In recognition of the foregoing, Birdeye will maintain the confidentiality of all such information and agrees not to disclose any such information to any person outside of you, except as required by law. We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
15. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
16. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as "Drupal", we endeavor to ensure that the websites we create are compatible with all current modern web browsers. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Birdeye and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
18. GOVERNING LAW
All agreements and services rendered shall be governed by the laws of the State of Ohio.