BUSINESS TERMS

  1. (a) SCOPE OF WEBSITE DESIGNING AND DEVELOPMENT PROJECT

The Developer shall:
Provide the design and development services as set out while ordering the service or sometimes after the final discussion with the client.
The provision by the Developer of the Services shall also be referred to as the project (Project).

  1. (b) SCOPE OF THE SEO PROJECT

The Seo expert shall:
Provide the service that the client ordered.
The provision by the team of the Services shall also be referred to as the project (Project).

 

  1. DEVELOPMENT AND ACCEPTANCE OF SITE

2.1 This clause describes how the Site is to be accepted or understood to be accepted by the Customer (Acceptance).
Here, Acceptance Certificate means the format of a certificate given to the Developer by the Customer to acknowledge Acceptance and Acceptance Tests mean the tests to be carried out on the Site.

2.2 Once our experts have completed the service(s) of the Site in accordance with Phase of the Project Plan, the expert team member shall invite the Client (Customer) to attend Acceptance Tests.
This shall be repeated once our team has completed the ordered service of the Site in accordance with Phase.

2.3 The Acceptance Tests shall test compliance of the Site with the Site Specification. 

2.4 Acceptance of the Site shall occur when the Site has passed the Acceptance Tests.
The Customer shall sign the Acceptance Certificate in respect of the Site and return it to the Developer as soon as reasonably practicable after Acceptance.

2.5 In the event that any Acceptance Tests are not passed, the failures that cause the relevant tests to be failed (Defects) shall be drawn up and documented by the team member and presented to the Customer for discussion on how best to rectify such Defects.

2.6 If any failure to pass the Acceptance Tests results from a Defect which is caused by the Client (Customer), or by one of the Customer’s subcontractors or agents for whom the team member has no responsibility (Non-Developer Defect):
(a) the Site shall be deemed to have passed the Acceptance Tests:
(b) the Customer shall sign and return the Acceptance Certificate to the expert (team member) within five bank working days of Acceptance;
(c) the team member shall provide all assistance reasonably requested by the Customer in remedying any Non-Developer Defect by supplying additional services or products;
(d) if such assistance is requested, the Customer shall pay the team member.

2.7 The team member shall remedy any Defects promptly in order to ensure that the Site passes the Acceptance Tests on a retest.

2.8 If such a retest demonstrates that the Site is still not in accordance with the Site Specification, the Customer may, by written notice to the team member, choose to fix a new date for carrying out further tests on the Site on the same terms and conditions as the retest at the team member’s cost.

2.9 If the Site fails the retest in this clause:
(a) the Customer may, by written notice to the Developer, choose to accept the Site subject to a reduction of the charges set out in Schedule 5, such reduction to be an amount that is reasonable, taking into account the circumstances; or
(b) to reject the Site as not being in conformity with this agreement, in which event this agreement shall automatically terminate and the Developer shall forthwith refund to the Customer all sums already paid to the Developer under this agreement.

 

  1. CHARGES AND PAYMENT

3.1 Beginning of project customers must pay to developer 100% of the total project amount as deposit.

3.2 All charges are included [Image license fee and third party extension fee].

3.3 May charged an extra fee depends on the extra work [Extension and installation fee]

 

  1. SITE CONTENT

4.1 The Developer shall update the Site with Materials provided from time to time by the Customer for website design and development service.

4.2 The Developer shall indemnify the Customer against all damages, losses, and expenses arising as a result of any action or claim that the content of the Site (other than the Customer materials) constitutes Inappropriate Content.

 

GENERAL LEGAL TERMS

  1. INTELLECTUAL PROPERTY RIGHTS

5.1 Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semiconductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

5.2 All Intellectual Property Rights in the Site Specification and the Site (including in the content of the Site and the Site Software) arising in connection with this agreement shall be the property of the Customer, and the team members hereby assign all such Intellectual Property Rights to the Customer.
The parties shall execute all documents necessary to give effect to this clause.

5.3 The Developer shall indemnify the Customer against all damages, losses, and expenses arising as a result of any action or claim of infringement of the Intellectual Property Rights of a third party.

5.4 The Developer shall not use or re-create the look and feel of the Site or anything substantially similar to it.

 

  1. TERM AND TERMINATION

6.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause) terminate automatically on Acceptance of the Site and payment of all outstanding sums.

6.2 Either party may terminate this Agreement immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied; or
(b) that another party becomes insolvent or there is a change of control at the other party or the other party ceases to trade; or
(c) that another party has been subject to a Force Majeure Event for a continuous period of more than 90 days.

6.3 On expiry or termination of this agreement:
(a) all licenses granted to the team member under this agreement shall terminate immediately;
(b) the Developer shall promptly return all Customer Materials and all copies of the Site Specification to the Customer, and shall provide to the Customer an electronic copy of the Site (including all content on the Site); and
(c) all provisions of this agreement shall cease to have an effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

 

  1. DATA PROTECTION

7.1 The Developer warrants that, to the extent, it processes any Personal Data on behalf of the Customer:
(a) it shall act only on instructions from the Customer; and
(b) it has in place appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

 

  1. FORCE MAJEURE

8.1 Force Majeure Event shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot, or war).

8.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue.
The affected party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.

 

  1. CONFIDENTIALITY

9.1 Confidential Information shall mean all information whether technical or commercial (including all specifications, drawings, and designs, disclosed in writing, on a disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

9.2 Each party shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

9.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates, and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

9.4 The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through a breach of this clause; or
(b) was in possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure, or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by a governmental authority, provided that the party subject to such requirement disclose gives the other party prompt written notice of the requirement.

9.5 The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.

9.6 This clause supersedes the terms of any Non-Disclosure Agreement between the Developer and the Customer, which is hereby terminated.

 

  1. AUDIT

The Customer shall have the right to audit the team member’s compliance with this agreement on giving seven days’ written notice to the Team member.
At the Customer’s option, this audit may cover documents only or may include onsite audit, subject to the customer notifying the Team member of the identity of any onsite auditors, and giving confirmation that any external auditors have entered into appropriate confidentiality agreements.

 

  1. NOTICES

11.1 A notice is given under this agreement:
(a) shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
(b) shall be sent for the attention of the person, and to the address, fax number or e-mail address is given in this clause (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
(c) shall be: (i) delivered personally, or (ii) sent by fax or e-mail; or (iii) sent by pre-paid first-class post, recorded delivery or registered post; or (iv) (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.

11.2 The addresses for service of notice are:
(a) for the Customer: Name of company: Company name is located on the order page For the attention of
(b) for the Developer: Name of company: Toprankon.com For the attention.

11.3 A notice is deemed to have been received:
(a) if delivered personally, at the time of delivery; or
(b) in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next bank working day; or
(c) in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or
(d) in the case of registered airmail, five days from the date of posting; or
(e) if deemed receipt under the previous paragraphs of this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt) when business next starts in the place of receipt.

11.4 To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

 

  1. PUBLICITY

All media releases, public announcements, and public disclosures by the team member relating to this agreement or its subject matter, including promotional or marketing material, shall be coordinated with the Customer and approved by the Customer prior to release.

 

  1. ASSIGNMENT

The team member may not assign or transfer any of its rights or obligations under this agreement.
The Customer may assign or transfer any of its rights or obligations under this agreement, provided it gives prior written notice to the Developer.

 

  1. ENTIRE AGREEMENT

Except as provided in this clause, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it on which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement.

Nothing in this Agreement shall exclude or limit either party’s liability for any Misrepresentation made knowing that it was untrue.
Each party’s liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party’s ability to perform its obligations under this agreement, shall be subject to the limit set out in the Limitation of Liability clause.

 

  1. THIRD-PARTY RIGHTS

15.1 The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.

15.2 This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

 

  1. VARIATION AND WAIVER

16.1 A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.

16.2 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
No waiver shall be implied by taking or failing to take any other action.

16.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

 

  1. SEVERANCE

17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

  1. GOVERNING LAW AND JURISDICTION

18.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of NJ.

18.2 The parties irrevocably agree that the courts of [NJ] have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
This agreement has been entered into on the date stated at the beginning of it.
Project plan 1 day to choose a website template from the samples Site Software and Specification Web development 7~30days (client must provide all the information and images)