TERMS OF USE

  1. Description of Services
    Emergent Digital Solutions(referred as “EDS”) may provide Client with one or more services, included but not limited to, following: Digital Consultation, IT Project Management, Website Design & Development, and affiliated products/services, Internet Marketing, Mobile Application Designing & Development, Content Development, and/ or Maintenance and Support Services. Unless explicitly stated otherwise, any new feature that augments or enhances the Services shall be considered to be part of the Services.
    EDS reserves the right to modify, suspend or discontinue the Services (or any part thereof), based on non-cooperation, non-payment, or unwanted delay from client, at any time, without notice. Client expressly agrees that Client, or any related third party, shall not hold EDS or its suppliers liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.
  2. Acceptance
    It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
    Please read these terms and conditions carefully. Any purchase/payment of an advance fee or use of our services implies that you have read and accepted our terms and conditions.
  3. Features of Services
    EDS is not liable for any losses caused by any software that is created for the client. Though we take every care to ensure the products are accurate and error-free, the ultimate responsibility remains with the Client to ensure that all products and software are functioning properly before use.
    Where site and applications are developed on servers that are not provided by EDS, the Client will be responsible to provide and/ or seek any information, support, additional software and/ or co-operation relating to the server required for application to be developed correctly. For developing large applications, the Client will be responsible for providing a suitable testing environment, identical to the Client’s final production environment.
    Any application or programming pertaining to a website developed by EDS, the Client is expected to fully test them before making the same generally available for use. EDS will endeavour but not obliged to correct errors, “bugs” or other issues are found in the website developed by us after the site is live to meet the standards of site’s function outlined in the brief.
  4. Charges
    The charges displayed for each of the service & its variants on our website are indicative figures and the actual charges to be provided by EDS are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days unless alternate timescales have been agreed beforehand with the Client. EDS reserves the right to alter or decline to provide a quotation after expiry of the valid timescale.
    Unless agreed otherwise with the Client, all our services require an advance payment of a minimum of fifty (50) percent of the project quotation total before work will commence. A second charge of thirty (30) percent is required after the development or prototype design stage, with the remaining twenty (20) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials. Charges for web/app development do not cover the release of source Photoshop or Flash files; if the Client requires these items then a separate quotation can be prepared.
    Payment for services is due by cheque or bank transfer. Bank details will be made available on invoices.
  5. Development Process
    Database Implementation – Entry of data for database applications is considered client’s responsibility. Entry of data by EDS is billable, unless otherwise provided for in customer’s contract.
    Training – For websites with administrative control panels or content management systems, two (2) one-hour training sessions will be provided.
    Technical Support – We offer local and long-distance phone support to our clients. We do not normally bill for technical support depending on the source of the problem, its severity, and our time invested. If EDS is not the source of the problem, technical support may be billable.
  6. Training and Tutorials
    Because customer service is in integral part of our business strategy, all of our projects include a one-time complimentary training session in order for our clients to better make use of their new web technology. Additional training hours can be purchased at our standard hourly rate or applied against your existing maintenance contract.
  7. Client Review
    7.1 Approval of Work
    On completion of every stage of the 5D Principle part of our Operating Process 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 contract will be deemed to have been completed and the pending balance of the project price will become due.
    7.2 Rejected Work
    If you reject any of our work within the 7-day review period, or 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, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
  8. Project Schedule and Content Control
    In the majority of projects, EDS will install and publicly post or supply the Client’s Web site by the date specified in the project proposal. If no such date is specified, the timescale shall be within two weeks of the date initial payment is received from the Client, unless a delay is specifically requested by the Client and agreed by EDS. An alternate timescale can be agreed during the initial project discussion.
    In return, the Client agrees to delegate a single individual as ‘first-point-of-call’ to aid EDS with completing the project in a satisfactory and expedient manner.
    During the project, EDS will require the Client to provide copy and images. If content is not provided within two (2) weeks of an official request by email then EDS reserves the right to advise the Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within three (3) weeks from the original email request then the Client is considered to be in default of the project, the project will be terminated and the Client sent the final invoice for immediate payment. EDS will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.
  9. Payment
    Final payment is due regardless of whether all content for the pages has been sent by the client. This provision is in place to encourage the client to get content submitted promptly so that their project can go live. It also ensures that EDS gets paid for performing their duty under the proposal, despite tardy content from the client. After payment, EDS will still post pre- agreed outstanding content AT NO CHARGE for 2 months. In the event an “under construction” page is posted due to missing content, EDS will post ONE copy of any pre-agreed text/pictures on existing pages only, for up to defined support time period based on the service availed by the client. After the support time period is expired, content posted to site will be billable at our current regular hourly rate. In the event that design and navigation changes are requested after they have been specifically approved by the client, these changes will be billable at our current regular hourly rate.
    Project can only be cancelled within 7 days after signing the project agreement. If there is a refund, client will get refund within 21 days of the claim.
    Invoices will be provided by EDS upon completion of the work for Web & App Development and Design, Online Marketing or Digital Consulting and any associated services. Invoices are normally sent via email; however, the Client may elect to receive hard copy invoices. Invoices are due within fifteen (15) days of receipt after which a reminder will be sent to the Client. If the invoice has not been settled after thirty (30) days then EDS will consider the account to be in default.
    You agree to pay EDS monthly fees to cover the cost of placing and managing your online advertising & marketing services program up to an amount not to exceed what is stated in your most recent contract. EDS holds the rights to change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the end of each calendar month.
  10. Default
    Payments for projects are made to us in increments as a courtesy to the client. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all money paid are retained by EDS and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
    If the Client in default has any information or files on EDS Web space, EDS can, at its discretion, remove all such material from its web space. EDS is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
    Cheques returned for insufficient funds will be assessed a return charge and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay EDS reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by EDS in enforcing these Terms and Conditions. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of two percent (2%) of the total amount due.
  11. Termination
    Termination of the project by the Client must be requested in writing and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within fifteen (15) days.
  12. Development Process
    Online Marketing – The content for online marketing campaigns needs to be provided by the client. If the campaign creation packages are availed by the client than the description & required approvals will need to be provided by the client before publishing the campaigns.
    Database Implementation – Entry of data for database applications is considered client’s responsibility. Entry of data by EDS is billable, unless otherwise provided for in customer’s contract.
    Training – For websites with administrative control panels or content management systems, two (2) one-hour training sessions will be provided.
    Technical Support – We offer local and long-distance phone support to our clients. We do not normally bill for technical support depending on the source of the problem, its severity, and our time invested. If EDS is not the source of the problem, technical support may be billable.
    Training and Tutorials – Because customer service is in integral part of our business strategy, all of our projects include a one-time complimentary training session in order for our clients to better make use of their new web technology. Additional training hours can be purchased at our standard hourly rate or applied against your existing maintenance contract.
  13. Copyright
    The Client retains the copyright to data, files and graphic logos provided by the Client, and grants EDS the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting EDS permission and rights for use of the same and agrees to indemnify and hold harmless EDS from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for Web site design and/or placement shall be regarded as a guarantee by the Client to EDS that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
  14. Media Delivery Requirements
    Unless otherwise specified in the project proposal/Quote, this Agreement assumes that all text will be provided by the Client in electronic format (text files or Email or MS Word document delivered via email) if EDS is to insert web page content. In the case where a Content Management System (CMS) site is produced, EDS will insert some of the page content for free, and the Client is to insert the rest, unless a data entry fee is negotiated, as specified in the project proposal. All graphics need to be provided electronically in .gif, .jpg, .png or .tiff format.
    Additional (to proposal) expenses may be incurred for corrective work, conversion of media or outside facility charges. The scope of the work will be defined by the project proposal. The proposal will clearly outline what is to be delivered. If any items are missing EDS needs to be informed prior to approval of these terms to enable supply of a new proposal with inclusion of missing items. The project proposal quoted amount will not cover any items that have not been specified or are missing from the proposal at the time of proposal acceptance.
    Changes to Client’s business during project timeline which necessitate changes to already created work will incur an extra charge according to time spent at our current hourly rate.
    Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered via e-mail, CD-Rom, DVD, or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. The specific requirements will be discussed and agreed with the Client prior to commencement of the project. Although every reasonable attempt shall be made by EDS to return to the Client any images or printed material provided for use in creation of the Client’s Project, such return cannot be guaranteed.
  15. Design Credit
    EDS reserves the right to include a discrete link back to www.EDSConsulting.net from the Client’s website stating “Design and Developed by Emergent Digital Solutions”. This design credit is to remain on the site unless the editing of the site has been taken over by another party and the design appearance of the site has changed by over 90% from its original look as provided and designed by EDS. EDS must be in acceptance of the removal and notified in event of its change so that the site can be removed from the portfolio. In cases where the site’s graphic design has been supplied by a third party, the designer will be credited, and the EDS credit will state “Site development by Emergent Digital Solutions”.
  16. Intellectual Property
    The Client retains IP of the site. Unless design copyright is signed over to the Client, EDS retains copyright of any design or coding that is created by EDS, excluding elements formed directly from the Client’s logo or branding imagery or facets of their corporate identity. The Client can use and re-use the design elements created for the site in an unlimited fashion for the site and any other graphical online internet-displayed purposes only. Styles and designs created in the production of the website design may not be used in other material for the Client’s advertising unless permission is given by EDS. An extra design fee will be due for the multiple use of design features.
    The Client accepts that they do not have exclusive rights to any regenerative code used in the development of the website. The Client does not have any ownership of the code used in the site, they cannot copy, modify, lease or sell the code without explicit permission. Sale of the website by the owner transfers the use of the site only but the copyright and ownership of the code used by the site remains with EDS and/or partners/contractors.
    The Client agrees to remove any reference to EDS (including the link) should EDS deem the site to no longer be representative of EDS’s design style and quality.
  17. Access Requirements
    If the Client’s Web site is to be installed on a third-party server, EDS must be granted temporary read/write access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
  18. Post Project Alterations
    EDS cannot accept responsibility for any alterations caused by the Client or a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. EDS may require a one-off Web Development charge before resolving any issues that may arise.
  19. Third Party Services
    EDS require the usage of third party services – for example, credit card processing – to complete the Client’s project requirements and will ensure these services are integrated into the project and working correctly upon completion. EDS cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client’s website and may require a one-off Web Development charge before resolving any problems that may arise.
  20. Subcontracting
    EDS reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
  21. Non-Disclosure
    We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
  22. 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, and mobile app hosting or comparable expenses.
  23. Backups
    You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
  24. Ownership of Domain Names and Web Hosting
    We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.
    EDS may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of EDS. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
  25. General
    These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
  26. Governing Law
    This Agreement shall be governed by Indian Law, under the jurisdiction of India.
  27. Liability
    EDS hereby excludes itself, its Employees and or Agents from all and any liability from:
    • Loss or damage caused by any inaccuracy
    • Loss or damage caused by omission
    • Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site
    • Loss or damage to clients’ artwork/photos, supplied for the site or applications. Immaterial whether the loss or damage results from negligence or otherwise. The entire liability of EDS to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
  28. Severability
    In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.