Terms and Conditions
1. DEFINITION OF TERMSClient - The entity which enters into a contract with DRT Media, LLC
Internet Browser - The software with which Web sites can be viewed.
Domain Name - The root address of a website. i.e. http://www.webaddress.com
Down time - Time when the Web site is not accessible via the Internet.
Host - The company on whose system the Web site physically resides.
Hyperlink - A 'clickable' link embedded on a web page.
Search Engine - A Web site which contains a directory of Web sites to retrieve desired information.
Web site - A collection of web pages and associated code.
Work - The subject matter of the contract between the Client and DRT Media, LLC.
2.1 Fee PayableA non-refundable deposit of 5% of the total fee payable under the Work is due immediately upon the signing of the Work. The remaining 95% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work. DRT Media, LLC reserves the right not to begin the Work until the said deposit has been paid in full.
2.2 Routine Maintenance FeesScheduled Maintenance shall be billed monthly or yearly according to the Work. No fee will be required in a month or year where no updating is necessary.
2.3 Payment ScheduleUnless an alternative payment schedule has been referred to in the foregoing contract, the payment schedule defined in Clause 2.1 Fee Payable applies.
3.1 Third PartiesDRT Media, LLC can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Web site, although DRT Media, LLC will promptly change services if necessary to ensure that Web site downtime is kept to a minimum.
3.2 Maintenance and Correction of ErrorsDRT Media, LLC takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Web site after the Work has been completed. Errors (both technical and typographical) solely attributable to DRT Media, LLC will be corrected free of charge, but DRT Media, LLC reserves the right to charge a reasonable fee for correction of errors for which DRT Media, LLC is not responsible, including, but not limited to malicious modification of the Web site by a third party and typographical errors contained in materials provided to DRT Media, LLC by the Client.
3.3 Extent of WorkInstallation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.
3.4 Consequential LossUnder no circumstances will DRT Media, LLC be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5 Status and Duration of OffersProposals and offers are valid for a period of one month from the date issued. DRT Media, LLC is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine ListingsDRT Media, LLC will undertake reasonable measures to ensure that the Web site is listed in Search Engine results. However, the Client accepts that it is Search Engines and not DRT Media, LLC who determine whom the Search Engines list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that it is possible that a new Web site may never appear within Search Engine results at all. DRT Media, LLC does not control Search Engines' algorithms and the Client accepts that changes in Search Engine ranking and listings may occur daily, weekly or even hourly.
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of WorkDRT Media, LLC warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. DRT Media, LLC will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement as specified in the quote. DRT Media, LLC will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from the Client. Where the Client has varied the specifications of the Work since the agreement, but does not authorize DRT Media, LLC to increase the cost accordingly, DRT Media, LLC reserves the right to terminate the contract and invoice the Client for any part or parts of the Work already completed. Where the Work is complete according to the original specifications, DRT Media, LLC will deem the contract complete and will invoice the Client in full.
4.2 Supply of MaterialsThe Client is to supply all materials and information required for DRT Media, LLC to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, DRT Media, LLC has the right to extend previously agreed deadlines for the completion of the Work. Such deadline extensions may take into account further unforeseen and/or predicted delays, and/or commitments to other projects such that the deadline extension added by DRT Media, LLC may exceed the delay caused by the Client. Where the Client's failure to supply materials prevents progress on the Work for more than 14 days, DRT Media, LLC reserves the right to invoice the Client for any part or parts of the Work already completed in accordance with Clause 4.5 Payment.
4.3 Approval of WorkOn completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify DRT Media, LLC, in writing, of any unsatisfactory project items within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to DRT Media, LLC 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 contract will be deemed to have been completed and the balancing payment under Clause 2.3 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected WorkIf the Client rejects the Work within the 7 day review period and will not approve subsequent Work performed by DRT Media, LLC to remedy any project items reported by the Client as unsatisfactory, or DRT Media, LLC considers that the Client is unreasonable in the repeated rejection of the Work, the contract will be deemed to have expired and DRT Media, LLC can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 PaymentDRT Media, LLC will invoice the Client for the balancing payment in accordance with Clause 2.3 Payment Schedule hereof, which, in the absence of a written agreement to the contrary, is to be paid by the Client within 14 days of the date that the invoice was issued.
4.6 Remedies for Overdue PaymentIf payment has not been received by the due date, DRT Media, LLC has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, DRT Media, LLC has the right to replace, modify or remove the Website and revoke the Client's license of the Work until full payment has been received. By revoking the Client's license of the Work or removing the Web site from the Internet, DRT Media, LLC does not remove the Client's obligation to pay any outstanding money that is owed.
5. INTELLECTUAL PROPERTY
5.1 Offers and ProposalsOffers and proposals made by DRT Media, LLC to potential clients should be treated as trade secrets and remain the property of DRT Media, LLC. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from DRT Media, LLC. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property RightsThe Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to DRT Media, LLC for inclusion on the Web site. The conclusion of a contract between DRT Media, LLC and the Client shall be regarded as a guarantee by the Client to DRT Media, LLC that all such permissions and authorities have been obtained and that the inclusion of such material on the Web site would not constitute a criminal offense. By agreeing to these terms and conditions, the Client removes the legal responsibility of DRT Media, LLC and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
5.3 Domain Name and HostingAny Domain Name obtained will belong to the Client. The Client agrees to indemnify DRT Media, LLC, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.4 Licensing, Ownership of the WorkOnce DRT Media, LLC has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a license to use the Website and its contents. Where full ownership of the Work is to be assigned to the Client upon completion, once DRT Media, LLC has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be notified in writing that ownership of the Work has been transferred. In this case, Clause 5.6 and Clause 5.7 do not apply.
5.5 Trade SecretsAny code that is not freely accessible to third parties and not in the public domain, and to which DRT Media, LLC or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from DRT Media, LLC. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which DRT Media, LLC or their suppliers owns the copyright. DRT Media, LLC acknowledges the intellectual property rights of the Client. Information passed in written form to DRT Media, LLC, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
5.6 Third Party DevelopmentThe Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the DRT Media, LLC.
5.7 CreditsThe Client agrees that DRT Media, LLC may include development credit(s) and/or link(s) displayed on the Client's web page, unless this is otherwise defined in the foregoing Specification of Work. These development credit(s) and/or link(s) may not be removed or modified, by the Client or by a Third Party authorized by the Client, without written authorization from DRT Media, LLC.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to TerminateDRT Media, LLC reserves the right to refuse or break a contract without prior notice, if it is believed that the Client is acting illegally, or any supplied material is illegal.
6.2 Events Beyond the Control of DRT Media, LLCDRT Media, LLC will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of DRT Media, LLC.
6.3 Supply and Pricing of ServicesDRT Media, LLC reserves the right to use whoever it feels appropriate at the time for third party software and services, without affecting existing contractual and pricing agreements. DRT Media, LLC reserves the right to alter its prices as necessary and without prior notice. Such changes will not affect existing contractual and pricing agreements.
6.5 NondisclosureDRT Media, LLC and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about DRT Media, LLC to another party. Both parties agree to define in writing prior to disclosure which information should be considered confidential and subject to this clause.
6.6 IndemnificationClient agrees to use all and any of DRT Media, LLC's services and facilities at their own risk and agree to defend, indemnify, save and hold DRT Media, LLC harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney's fees against DRT Media, LLC or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name. Client also agrees to defend, indemnify and hold harmless DRT Media, LLC against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
7.1 JurisdictionThis Agreement shall be governed by the laws of the United States of America which shall claim venue and jurisdiction for any legal action or claim arising from the contract between DRT Media, LLC and the Client. The said contract is void where prohibited by law.
7.2 Survival of ContractWhere one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and ConditionsThese terms and conditions may change from time to time. Where a contract exists, the Client will be informed of revisions as and when they are issued.
7.4 Termination of ContractDRT Media, LLC reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. DRT Media, LLC shall be the sole entity in deciding what constitutes a breach. In this situation no refunds are given.
8. LIABILITY AND WARRANTY DISCLAIMERDRT Media, LLC provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. DRT Media, LLC cannot guarantee the functionality or operations of their Web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
DRT Media, LLC endeavors to provide a web site within given delivery timescales to the best of its ability. However, the Client agrees that DRT Media, LLC is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale. DRT Media, LLC, at its sole discretion, may offer a full or partial refund and/or additional services in light of any failure to carry out services within a given delivery timescale in accordance with Clause 4.2 Supply of Materials.
The Client agrees DRT Media, LLC is not liable for absence of service as a result of illness or holiday time. DRT Media, LLC reserves the right to assign the work to a third party associate should there be the need to.
The Client agrees DRT Media, LLC is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
DRT Media, LLC is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from DRT Media, LLC to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, DRT Media, LLC cannot guarantee that the display or functionality of the Work will be uninterrupted or error free. DRT Media, LLC will endeavor to make sure that display and functionality of the Work is error free in the Main Browsers before handover of the completed Work. If after handover of files errors are found in code the DRT Media, LLC has created using the Main Browsers, domain name setup and hosting setup are the same as when work began, then DRT Media, LLC will correct these errors for the Client free of charge.
If after handover of files errors are found in code the DRT Media, LLC has created, where an updated software version of one or all of the Main Browsers exists, or the domain name setup or hosting setup has been changed, DRT Media, LLC reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, DRT Media, LLC reserves the right to cancel forthwith any projects and invoice Client for any work completed.
DRT Media, LLC shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if DRT Media, LLC has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend DRT Media, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet ecommerce.
DRT Media, LLC may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. DRT Media, LLC reserves the right to quote for any updates as separate work. Client agrees DRT Media, LLC is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold DRT Media, LLC harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.