The terms and conditions stated in this document apply to all Fosker Media clients unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between Fosker Media and the Client. In the event of any ambiguity between these terms and conditions and any terms agreed in writing between Fosker Media and the Client then the terms and conditions hereunder will apply. Please note that these Terms and Conditions are subject to updates. as and when these occur you will be notified where you can download an updated version.
TABLE OF CONTENTS
- INVOICING & PAYMENT TERMS
- PROJECT TERMS
- ONGOING MAINTENANCE AND SUPPORT
- TERMINATION OF SERVICE
- 3RD PARTY SERVICES
- WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS
- SEO TERMS AND CONDITIONS
- EMAIL MARKETING TERMS AND CONDITIONS
- HOSTING TERMS AND CONDITIONS
- GENERAL SERVICE DISCLAIMERS
- WHAT CAN BE EXPECTED OF US
- WHAT WE EXPECT OF OUR CLIENTS
- IMPROVING OUR SERVICES
1.1 Fosker Media can provide clients with initials estimates, otherwise referred to as quotations, for potential projects. The final invoice may differ from the initial quote if the client has requested additional work that falls outside of the original scope. 1.2 Fosker Media will provide quotations in writing by email to Clients, which will contain a hyperlink to these Terms & Conditions. Acceptance of a Fosker Media estimate by the Clien is subject to acceptance of the Fosker Media Terms & Condition unless specifically agreed to in writing between the client and Fosker Media.
Invoice & Payment Terms:
2.1 Fosker Media standard payment terms are 7 days from the date of invoice. 2.2 New projects require a non-refundable 50% upfront payment before the commencement of a project; an additional 25% will be due after the 1st website review phase and the final 25% will be due after the final review and going live. 2.3 Monthly or retainer invoices will be invoiced on the 25th of the month and needs to be paid by the 1st day of the following month. Late payment will result in interest being charged to the account and a suspension of retainer services. 2.4 In a case where the client website is on a payment plan, Fosker Media will retain ownership of the website until the initial invoice amount has been paid in full.
3.1 Unless expressly agreed in writing to the contrary Fosker Media will not accept liability to the Client for unforeseen delays in completing a project. 3.2 In the event of a delay in completing a project, Fosker Media will communicate such delays to the Client in writing via email. 3.3 All website or online marketing tactic setup content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project. If the client does not meet the deadline and send through content within 2 weeks (unless an agreement has been made with Fosker Media in writing)client will forfeit their build spot as well as their 50% deposit. 3.4 All Graphic design content will need to be provided within 2 weeks of a deposit being paid to commence a project. 3.5 The client is required to provide Fosker Media with all the content required for a project within the period detailed above. Should the client delay issuing Fosker Media with the content required for the project, Fosker Media reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Fosker Media will request any outstanding payments to be settled before the continuation of the project.
ONGOING MAINTENANCE AND SUPPORT FOR WEBSITES AND MOBILE APPLICATIONS
4.1 Fixes for newly built websites/mobile apps need to be identified within 14 days of going live. If fixes are identified after this period and the client is not on a Maintenance agreement then a quotation will be issued to commence such fixes. 4.2 Fosker Media cannot future proof its services or products. Once a client has signed off on the project the responsibility to maintain and update plugins and themes used on the website becomes the client’s responsibility unless a Care Plan agreement has been signed with Fosker Media which covers such incidents. 4.3 Maintenance does not mean “eyes on the website” all the time and issues on the website still need to be reported to a Fosker Media account manager. 4.4 Development faults with plugins or themes used on a website built by Fosker Media are not covered by a care plan agreement and will be quoted separately as in most cases the original software developer will need to be involved. 4.5 Similarly, hosting and website faults remain the responsibility of the hosting provider and do not fall under any maintenance or hosting agreement.
TERMINATION OF SERVICES:
5.1 Cancellation of any products or services may be made at any time by providing Fosker Media with a cancellation request 1 calendar month in advance, in writing. 5.2 In the event of cancellation of the agreement prior to the completion of the cancellation period, Fosker Media reserves the right to pursue any of the following: (1) remove equipment, software, services or resources owned by the Company, (2) bring legal action against the Client for contractual breach or (3) remove any created websites, graphics, content, links, advertising and accounts.
3rd PARTY SERVICES:
6.1 Fosker Media will offer to Clients’ third party services such as those offered by Google to enhance the performance of their websites. Fosker Media may include in quotations the setup and maintenance of such third party services. Fosker Media will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS:
7.1 All website content needs to be provided by the client within 2 weeks of payment of a deposit to commence a project. Should the client delay issuing Fosker Media the content required for the project, Fosker Media reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Fosker Media will request any outstanding payments to be settled before the continuation of the project. 7.2 CMS websites require updates to plugins and themes. If the client has not opted for monthly maintenance, such updates and the cost thereof, remain the responsibility of the client. However, plugins and themes may be quoted separately if required. 7.3 Additional pages, images and revisions on projects above the scope of work agreed above will attract additional charges. 7.4 All E-commerce websites will come with Flat Rate shipping. It is the client’s responsibility to negotiate shipping costs with his/her preferred supplier and to provide Fosker Media with specified flat rates. Alternative Shipping Plugin purchase and configuration fall out of the scope of work unless specifically quoted for. 7.5 All e-commerce website will have Payfast and EFT payment as the default payment options. It remains the responsibility of the client to sign up with Payfast and to provide us with their login details. 7.6 The client agrees that all content provided by the client including articles, website wording, graphics and videos are owned by the client and free of any copyright infringement. 7.7 Viruses & Outdated Websites, Fosker Media makes every effort to take security precautions on our Clients websites, this includes the relevant security plugins which keeps their servers secure, wherever possible. However, we cannot guarantee the prevention of hacks, viruses or unexpected data deletion and cannot be held liable for any such damages as a result. Fosker Media cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming “outdated”. Outdated websites can be affected due to many aspects, such as new browser software, outdated web code, etc. Fosker Media cannot be expected to keep your website updated in every aspect without being compensated to do so. In this situation, the Client may opt to have their website redeveloped or select one of our subscription-based website packages where Fosker Media is responsible for updating this on your website at all times.
SEO TERMS & CONDITIONS:
8.1 Fosker Media accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.
EMAIL MARKETING TERMS & CONDITIONS:
9.1 Fosker Media will setup the Client’s email with email service providers and charge a fixed amount for doing this. 9.2 Payment of Monthly charged based on subscribers will remain the responsibility of the client. 9.3 Fosker Media will not be liable for any purchased, rented, or third-party lists of email addresses that were/are purchased/provided by the client for their newsletter or emailing distribution. 9.4 Fosker Media will not be held liable for any penalties placed upon the client by the email service provider as a result of purchased, rented, or third-party lists of email addresses or spam content used in newsletters.
HOSTING TERMS & CONDITIONS:
10.1 Fosker Media will invoice for hosting and domain renewals on an annual basis. This is only applicable to websites hosted and maintained by Fosker Media. Clients would need to make payment for hosting via Fosker Media website. Fosker Media uses a third party system (PayFast) and would require our client to set up an annual subscription for hosting payment. 10.2 Fosker Media will not be liable to the Client for any compensation in respect of any downtime that may occur with the hosting of their website(s) 10.3 Only if a website care plan is selected and paid for on a monthly basis, will Fosker Media keep a backup of all Client website files 10.4 In the event that a Client wishes to move their website to another web server supported by another party, then Fosker Media will cooperate fully, subject to all outstanding amounts being paid up in full, in some instances a transfer fee will be applicable. 10.5 Fosker Media will troubleshoot any problems reported by the Client with their email. If the problem is due to an omission by Fosker Media then no charge will be made to the Client. If the problem is not due to an omission by Fosker Media then the Client will be charged. 10.6 Login details and passwords need to be kept confidential and secure. Fosker Media will not be held accountable for email account/website hacks. We do not keep passwords on record and will subject any password request to security measures deemed sufficient to legitimise the request.
GENERAL SERVICE DISCLAIMERThe Client acknowledges the following with respect to services:
11.1 Fosker Media accepts no responsibility for policies of Google, third-party search engines, directories or other websites (“Third-Party Resources”) that the Client may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time and the Client agrees not to hold Fosker Media responsible for any liability or actions taken by Third-Party Resources under this Agreement. 11.2 The Client furthermore acknowledges that the nature of many of the resources that Fosker Media may employ under this Agreement are competitive, therefore Fosker Media does not guarantee top rankings, consistent positioning or specific performance of any strategies employed and the Client accepts that Fosker Media past performance is not indicative of any future results the Client may experience. 11.3 The Client recognizes that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion and that internet advertising may be subject to the individual advertising network’s policies and procedures. 11.4 The Client accepts that Google Adwords, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time. 11.5 The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. The Company shall re-submit resources to the search engine based on the current policies of the search engine in question. 11.6 Fosker Media will endeavour to make every effort to keep the Client informed of any changes that Fosker Media is made aware of that impact any of the campaigns and strategies and the execution thereof under this Agreement. The Client also acknowledges that Fosker Media may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect campaigns or services. 11.7 Fosker Media, for the duration of this agreement, may develop design strategies and codes, which, in Fosker Media opinion improve the Client’s website. Fosker Media and the Client will review these suggestions together and once a mutual agreement is reached activate these changes. If the Client decides to make any material changes to the website, the Client will consult with Fosker Media prior to implementing these changes, to make sure that they do not conflict with Fosker Media marketing strategy. 11.8 Third-Party Resources, particularly Facebook, change their layout and can very often affect any business page installations and applications. The Company will not be held liable for these changes and, should work need to be done to rectify, then a new “quote” would need to be drawn up. 11.9 Fosker Media and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
12.1 The source code of all website web pages remains the intellectual property of Fosker Media until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Fosker Media. 12.2 All scripts, CSS and include files used within Client websites, remains the intellectual property of Fosker Media until such time as payment is made in full by the client and may not be copied and used by any other party without the written consent of Fosker Media. 12.3 The stored procedures, functions and triggers programmed into SQL Databases remain the intellectual property of Fosker Media until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Fosker Media 12.4 All Client logo images, images unique to the Client, i.e. of their premises, workforce and their business, plus all written copy, belong to the Client and are covered under their copyright. Fosker Media will not reuse Client written content or images without the express permission of the Client.
12.5 Fosker Media will not be liable for any copyright infringements committed by the Client with regards to content provided for marketing materials. The Client hereby agrees that all content submitted to Fosker Media is original content and not copied off other websites as copying content of other online assets will directly impact Fosker Media ability to run an effective marketing strategy for the Client.
12.6 The Client and the Company acknowledge and agree that the Specifications and all other documents and information related to the development of the Fosker Media Campaign (the “Confidential Information”) will constitute valuable trade secrets of the Company. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
13.1 In the event that the Client does not pay an invoice within the time frame allocated in the invoice, then Fosker Media has the right to suspend all further works for that Client until such time as payment is made in full.
13.2 In the event that the Client does not pay a hosting subscription invoice within 30 days of the due date, i.e. 44 days after the invoice date, then Fosker Media reserve the right to turn off any website hosting until such time as the invoice is paid in full.
13.3 In the event that the Client becomes insolvent or goes into liquidation Fosker Media have the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
13.4 In the event that a Client delays the progress of a project with Fosker Media then Fosker Media will be entitled to give 14 days written notice to the Client. If the Client does not satisfactorily remedy the cause(s) of the delay, within the 14 day notice period, then Fosker Media will have the right to terminate the service. Fosker Media will invoice the Client for the full value of works carried out to-date.
13.5 In the event the Client fails to make any of the payments referenced in the deadline set forth, Fosker Media has the right, but is not obliged, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by the Company or (3) bring legal action.
WHAT CAN BE EXPECTED OF US:
14.1 We aim to achieve the highest level of client satisfaction and for our clients to have absolute faith in our standard of work and the professional manner in which we conduct business. We will:
be friendly, courteous and helpful when contacted make every effort to explain things clearly and in terms, you can understand, keeping jargon to a minimum agree with you the type of service you can expect to receive responses to your phone calls, emails and letters in a timely manner treat all clients fairly confidentiality.
WHAT WE EXPECT OF OUR CLIENTS:
15.1 We expect you to:
provide any information that has been requested within agreed timescales pay all invoices within the payment terms defined in our agreement let us know in advance if you are unable to do this, or if your circumstances change
IMPROVING OUR SERVICES:
16.1 We are keen to improve our high level of Client service and welcome any comments that you have, either complimentary or critical. If a project has not met its targets we would appreciate your feedback about what we can do to avoid the situation in future. We want our clients to be 100% happy with the service they receive.