Last updated: 31/01/2021
These comprehensive Terms and Conditions (“Agreement”) delineate the terms governing the professional relationship between Fosker Media and its esteemed clients. By engaging our services, clients inherently acknowledge and consent to the stipulations set forth below, unless otherwise mutually agreed upon in written form. No alternative contractual terms shall supersede the conditions detailed herein without explicit written concurrence between Fosker Media and the Client. In cases where any ambiguity arises between these provisions and written accords, the clauses delineated in this document shall hold precedence.
Kindly note that these Terms and Conditions are subject to revisions. Clients shall be duly informed of any updates and furnished with a link to access the amended version.
1.1 Fosker Media extends initial estimates, often referred to as quotations, for potential projects (“Estimates”). The final invoice may diverge from the preliminary quote if additional work is requisitioned that falls beyond the original project scope.
1.2 Quotations shall be transmitted in written form via email, accompanied by a hyperlink directing clients to these Terms & Conditions. The acceptance of a Fosker Media estimate implies a concurrent acceptance of the Fosker Media Terms & Conditions, unless a distinct, written agreement is reached between the client and Fosker Media.
2. Invoicing & Payment Terms
2.1 Standard payment terms dictate the settling of invoices within 7 days from the invoice date.
2.2 The initiation of new projects necessitates a non-refundable upfront payment of 50% prior to the project’s commencement. An additional 25% payment becomes due after the first review phase, followed by the final 25% upon successful completion and launch.
2.3 Monthly or retainer invoices are scheduled for issuance on the 25th of the current month and are due for payment by the 1st day of the subsequent month. Any delay in payment beyond these terms shall incur interest charges and a suspension of retainer services.
2.4 For projects operating on a payment plan, the ownership of the website shall remain with Fosker Media until the initial invoice amount has been satisfied in full.
2.5 Clients availing project discounts shall waive any refund entitlement due to reduced rates.
3. Project Terms
3.1 Fosker Media assumes no liability for unforeseen delays in project completion unless expressly stipulated otherwise in writing.
3.2 In instances of project delay, Fosker Media shall promptly communicate such circumstances to the client through written correspondence via email.
3.3 The timely provision of website content and online marketing materials, within 2 weeks from deposit payment, is the client’s responsibility. Failure to meet this deadline, unless otherwise agreed upon in writing with Fosker Media, may result in the forfeiture of both the project spot and the initial 50% deposit.
3.4 Similar provisions apply to graphic design content, which should be supplied within 2 weeks from deposit payment.
3.5 Clients are required to supply Fosker Media with all necessary project content within the aforementioned timeframe. Delays in content submission empower Fosker Media to reassess project costs and completion dates. In such instances, Fosker Media reserves the right to request settlement of any outstanding payments before project continuation.
4. Ongoing Maintenance and Support for Websites and Mobile Applications
4.1 Client-identified fixes within 14 days of website or app launch shall be addressed. However, fixes identified after this period, when no Maintenance agreement is in place, shall necessitate a separate quotation for their resolution.
4.2 Fosker Media’s commitment to maintaining and updating plugins and themes is contingent upon the client’s subscription to a Care Plan agreement.
4.3 Maintenance does not encompass continuous monitoring of the website; clients must promptly report any issues to their designated Fosker Media account manager.
4.4 Developmental issues with plugins or themes employed in websites developed by Fosker Media are excluded from care plan coverage and shall be quoted separately, often requiring involvement from the original software developer.
4.5 Similarly, hosting and website-related faults fall within the purview of the hosting provider and are not encompassed by any maintenance or hosting agreement.
5. Termination of Services
5.1 Cancellation of any products or services necessitates a written cancellation request furnished to Fosker Media at least 1 calendar month prior.
5.2 In cases of premature agreement cancellation, Fosker Media reserves the right to exercise any of the following actions: (1) retrieval of equipment, software, services, or resources owned by Fosker Media, (2) initiation of legal proceedings against the client for contractual breach, or (3) removal of created websites, graphics, content, links, advertising, and accounts.
6. 3rd Party Services
6.1 Fosker Media may facilitate third-party services for clients, including those offered by Google to enhance website performance. Quotations may encompass third-party service setup and maintenance. However, Fosker Media shall not be held liable for any interruptions, non-performance, or cancellations of third-party services provided by external entities.
7. Website Development and Design Terms
7.1 Akin to the preceding clauses, the timely provision of website content within 2 weeks from deposit payment remains integral to project progression. Delays may warrant renegotiation of project cost and completion date, entailing settlement of outstanding payments before project continuation.
7.2 Content Management System (CMS) websites necessitate vigilant updates to plugins and themes. In the absence of a monthly maintenance arrangement, the onus of such updates and their associated costs rests with the client. However, plugins and themes may be separately quoted if required.
7.3 Any additional work beyond the agreed scope, including extra pages, images, and revisions, shall incur additional charges.
7.4 E-commerce websites shall be configured with flat-rate shipping. The client is accountable for negotiating shipping costs with their preferred supplier and conveying the specified flat rates to Fosker Media. Any additional shipping plugin procurement and configuration lies beyond the scope of work, unless explicitly quoted.
7.5 The default payment options for e-commerce websites encompass Payfast and Electronic Funds Transfer (EFT). The responsibility for signing up with Payfast and providing login details remains vested with the client.
7.6 The client affirms that all content, including articles, website text, graphics, and videos provided, is their exclusive property and is devoid of any copyright infringements.
7.7 Fosker Media’s commitment to security precautions and updates notwithstanding, the responsibility for safeguarding websites from viruses, outdated code, and associated issues ultimately rests with the client. Outdated websites are susceptible to various factors, including evolving browser software and antiquated web code. While Fosker Media endeavors to maintain security, clients may choose to engage in redevelopment or subscribe to our website packages for consistent updates.
8. SEO Terms
8.1 Fosker Media, while committed to optimizing search engine rankings, does not accept responsibility for achieved rankings or potential variations over time. The dynamic nature of search engine algorithms and their frequent changes can lead to fluctuations in rankings and traffic.
9. Email Marketing Terms
9.1 Fosker Media undertakes the setup of email services, incurring fixed charges for these tasks.
9.2 The responsibility for payment related to subscriber-based email marketing services lies with the client.
9.3 Fosker Media does not assume liability for any purchased, rented, or third-party lists of email addresses used in the client’s newsletters or email distributions.
9.4 Penalties imposed by email service providers due to the use of purchased, rented, or third-party email lists, or the inclusion of spam content in newsletters, shall not be attributed to Fosker Media.
10. Hosting Terms
10.1 Hosting and domain renewal invoices are issued on an annual basis, exclusively for websites hosted and maintained by Fosker Media. Clients are required to effectuate payment through Fosker Media’s designated website using a third-party payment system, PayFast. This necessitates setting up an annual subscription for hosting payments.
10.2 Fosker Media shall not be held liable for compensatory measures in response to any downtime experienced in the hosting of client websites.
10.3 The retention of website backups is extended solely to clients under active website care plans.
10.4 Clients desiring to migrate their websites to alternative servers supported by external parties may engage in the transfer process, contingent upon the settlement of all outstanding balances. Applicable transfer fees may also come into effect.
10.5 Troubleshooting of email-related problems falls within Fosker Media’s purview. While cases arising from Fosker Media’s oversight shall not incur additional charges, issues stemming from other causes may necessitate client remuneration.
10.6 Confidentiality and security are paramount in safeguarding login details and passwords. Clients acknowledge their responsibility for maintaining the confidentiality of these credentials. Fosker Media shall not assume accountability for email account or website breaches. Requests for password retrieval shall be subjected to stringent security protocols.
10.7 Fosker Media requires 2 months prior notice, of termination of hosting accounts.
11. General Service Disclaimer
11.1 Clients are advised that Fosker Media assumes no responsibility for the policies of third-party resources, including Google and other search engines, directories, or websites. Adherence to their classifications or content acceptance criteria is subject to their discretion, both currently and in the future. Clients concur not to hold Fosker Media liable for any liability or actions undertaken by these third-party resources under the purview of this Agreement.
11.2 Clients acknowledge the competitive nature of resources employed under this Agreement. Consequently, Fosker Media makes no guarantees concerning top rankings, consistent positioning, or specific performance outcomes resulting from the strategies enacted. Past performance should not be construed as an indicative measure of future results that clients may experience.
11.3 Clients are cognizant of the variable timelines associated with SEO efforts and submissions to search engines and directories. These processes can entail indefinite periods for acceptance or inclusion. Additionally, the acceptance of internet advertising materials is subject to the policies and procedures of individual advertising networks.
11.4 Clients recognize that search engines reserve the prerogative to suspend or discontinue the acceptance of submissions at their discretion, leading to unpredictable periods of non-acceptance.
11.5 Clients acknowledge the possibility of search engines dropping listings from their databases without discernible cause. In response, Fosker Media shall re-submit resources according to the prevailing policies of the concerned search engine.
11.6 Fosker Media commits to informing clients of any changes affecting campaigns and strategies throughout the Agreement. However, it is acknowledged that Fosker Media may not be apprised of changes impacting third-party resources or other industry developments that could influence campaigns or services.
11.7 Fosker Media may, during the Agreement’s duration, devise design strategies and codes to enhance client websites. These recommendations shall be discussed and agreed upon jointly before implementation. Substantial modifications to the website necessitate prior consultation with Fosker Media to ensure alignment with marketing strategies.
11.8 The dynamic nature of third-party resources, particularly platforms like Facebook, may lead to layout changes impacting business page installations and applications. Fosker Media shall not be held accountable for these changes. Remediation efforts may require additional fees, with new quotations presented as necessary.
11.9 Both Fosker Media and its subcontractors retain the right to showcase designs and completed work as exemplars of their respective portfolios.
12.1 Intellectual property rights over the source code of all website web pages shall remain vested with Fosker Media until full payment has been received from the client. Unauthorized replication and usage of said code by any external party shall be proscribed without explicit consent from Fosker Media.
12.2 Similar copyright protections extend to scripts, CSS (Cascading Style Sheets), and include files incorporated within client websites. These elements remain the intellectual property of Fosker Media until full client payment is realized, and their replication and utilization by any third party shall necessitate written authorization from Fosker Media.
12.3 Intellectual property rights over stored procedures, functions, and triggers programmed into SQL databases shall remain vested with Fosker Media until client payment is settled in full. Replication and application of these elements by any external entity shall require explicit consent from Fosker Media.
12.4 Copyright protections extend to client-specific elements, including logo images, unique images such as premises and staff photographs, as well as all written content. These components remain under the client’s ownership and copyright. Fosker Media shall not reuse client-written content or images without the express consent of the client.
12.5 Fosker Media shall not be held liable for any copyright infringements resulting from content provided by clients for marketing materials. Clients explicitly affirm that all content submitted to Fosker Media is original, free from infringement, and has not been copied from other online sources. The replication of content from external sources directly impedes Fosker Media’s ability to implement an effective marketing strategy on the client’s behalf.
12.6 The Client and Fosker Media mutually acknowledge and consent that the Specifications and all associated documents and information concerning the development of Fosker Media Campaigns shall constitute valuable trade secrets of Fosker Media. Clients shall maintain strict confidentiality with regards to this Confidential Information. The dissemination or accessibility of any portion of the Confidential Information to any entity, either directly or indirectly, is strictly prohibited, except with prior written authorization from Fosker Media.
13.1 Failure to fulfill invoice payment within the stipulated timeframe shall empower Fosker Media to suspend further project development until payment is rendered in full.
13.2 Overdue hosting subscription payments beyond 30 days from the due date (44 days from the invoice date) shall authorize Fosker Media to temporarily deactivate website hosting services until the outstanding invoice is settled.
13.3 In instances where the client encounters insolvency or initiates liquidation proceedings, Fosker Media reserves the right to promptly terminate the agreement. This termination shall be accompanied by the client’s full accountability for all project works completed up to that juncture. Additionally, email and hosting services may be temporarily suspended.
13.4 Instances where client-induced delays hamper project progress shall be addressed as follows: Fosker Media will issue a written notice, allowing the client a 14-day period to rectify the situation. If the client fails to remedy the delays within this notice period, Fosker Media reserves the right to terminate the service. The client shall then be invoiced for the full value of project works completed up to that point.
13.5 Failure to fulfill payment obligations on the client’s part shall empower Fosker Media to pursue the following remedies at its discretion: (1) termination of the Agreement, (2) retrieval of equipment, software, services, or resources owned by Fosker Media, or (3) initiation of legal proceedings.
14. What Can Be Expected of Us
14.1 Fosker Media is resolute in achieving the utmost client satisfaction, fostering unwavering faith in our work quality and professional ethos. In this regard, we commit to:
- Exuding friendliness, courtesy, and helpfulness in all interactions
- Ensuring clarity in communication, minimizing technical jargon
- Agreed-upon service standards
- Timely responsiveness to phone calls, emails, and correspondence
- Equitable treatment of all clients
- Safeguarding client confidentiality
15. What We Expect of Our Clients
15.1 We anticipate the following from our esteemed clients:
- Timely provision of requested information within stipulated timelines
- Adherence to payment terms outlined in our agreement
- Prompt communication regarding challenges in meeting obligations or changes in circumstances
16. Improving Our Services
16.1 Fosker Media harbors a genuine commitment to enhancing our service quality. We wholeheartedly welcome constructive feedback, be it commendatory or critical. If project targets are not met, your insights on potential improvements are highly valued. Our primary objective is to ensure clients’ unwavering contentment with the services we render.