I would instead operate without the need for defined terms and conditions, but unfortunately, I have no choice. If any term or condition prevents you from dealing with me, I will look at it and, if reasonable, confirm in writing its exclusion as part of our Agreement.
The following terms and conditions apply to all design and associated services offered by Tanvir, a freelance WordPress developer. By ordering services from Tanvir & you agree to the following terms and conditions.
I reserve the right to refuse to provide services for a company or associated services that do not accord with my ethical policy or that I judge as unfit due to content or otherwise. This includes, but is not limited to, companies or sites containing or promoting adult-oriented material such as pornography, companies or sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and companies or sites which infringe the copyright or are contrary to the UK or other relevant national or local laws or regulations.
The contract between Tanvir and the Client shall consist of the quotation with its specifications and these terms and conditions.
It may not be necessary to have a signature for the contract to commence, verbal communication, email communication, or other exchange making it clear that the work specified is required to be carried out shall constitute the commencement of the contract and a contractual agreement between the Client and Tanvir shall exist based on the quotation with its specifications and these terms and conditions.
Tanvir cannot always guarantee to start work immediately on a commission but will arrange a date with the Client as to when work can commence if an immediate start is not available. An anticipated finishing date will be agreed and Tanvir will do his best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
Where in the instance that a time scale has been agreed upon, Tanvir will not be responsible for any consequential losses to the Client if the deadline is not met.
When designing graphics or designing for print, Tanvir will provide a draft of the design by submitting to the client digital prints or Adobe Acrobat PDFs, which the Client may view and comment upon the progress. When designing for the Internet or stand-alone digital media, Tanvir will provide a draft of the design on its own server during development so that the Client may view and comment upon the progress. When the design meets the specifications set out in the quotation with its specifications, Tanvir will invoice the Client for the total amount due.
On receipt of payment, in the case of graphic design or design for print, Tanvir will provide either the Client or the Client’s specified supplier a download link with all finalized artwork. On receipt of payment, in the case of web design, Tanvir will publish the website on the Client’s server or provide a . Zip file for the Client to upload.
Where in the instance that a time scale has been agreed upon, Tanvir will not be responsible for any consequential losses to the Client if the deadline is not met. Tanvir uses its best endeavours to ensure the website and other services remain functional. However, Tanvir can not guarantee or warrant that the functions and content of the website or other services will be uninterrupted or error-free. Any problems will be dealt with as speedily as is appropriate to the content and function of the website and may be chargeable at my standard rates during working hours and at double that rate outside regular working hours.
Once the design, website and/or other services meet the terms of the quotation with its specifications, any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement, the time and costs involved in making such changes will be charged to the Client.
Tanvir makes every effort to design web pages to current web standards and thus display well in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of non-web standard browsers. One version of the website will be created that will display well in all web-standard browsers and at all usual display resolutions.
The Client undertakes to inform us prior to the commencement of the Project if there is a critical requirement to meet specific performance criteria.
If during the development, the Client needs to supply the content required in order to complete the commission within the anticipated time frame, Tanvir will invoice up to the full amount quoted. When the content is supplied, additional time costs may be involved due to the overrun of the Project, which impinges on the ability of Tanvir to service other clients.
All material, both text and images, supplied by the Client and used in the construction of the Client’s Project will remain the Client’s property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws. The Client shall indemnify Tanvir against all and any claims arising from the use of materials of any sort provided by the Client or obtained under the direction of the Client from third parties such as graphic designers.
The copyright for all material provided by Tanvir, such as HTML code, graphics, photographs and text, will remain the property of Tanvir until such time as payment has been made in full. They will then become the property of the Client, with the copyright shared between the Client and Tanvir. This allows either party expeditiously to pursue any copyright infringement. Should the Client wish to retain exclusive copyright, this shall be arranged, but the copyright of Tanvir shall only be assigned if done so expressly and in writing to the Client.
Background programming, databases, CGI or JavaScripts produced by Tanvir remain the intellectual property of Tanvir unless otherwise expressly agreed in writing. Copyright of any background programming, databases, CGI or JavaScript remains the property of Tanvir for the duration of the website’s existence. It shall not be assigned, modified or reused without the express written permission of Tanvir. No coding portion can be copied, duplicated or redistributed in any form, electronic or otherwise, unless a licensing agreement has been reached.
Tanvir retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Tanvir retains the right to refer other prospective clients to your website as testimonials or reference material or for use on his own portfolio. A charge of 10% of the project fee is applied, on request, to completely remove any reference to Tanvir from the sites’ scripts and codebase and for non-inclusion on the Portfolio page of this website. This can be requested post-site delivery and/or launch. Removal of any reference without the additional fee or permission will be treated as a breach of these terms.
Payment terms are strictly 10 days unless otherwise agreed. Whilst any payment due under the Agreement remains outstanding, Tanvir shall be entitled at its sole and absolute discretion to withhold the provision of any goods or services it would otherwise be obliged to provide under the Agreement. Tanvir expects payment by Payoneer, PayPal, Wise & electronic bank transfer (direct bank payment) within 10 days of the date on the invoice.
Payment will be made in US Dollars, provided this has been agreed upon in advance. A sum sufficient to cover exchange commissions and charges and any other expenses incurred has been added to the amount due.
Where Tanvir undertakes to maintain or update a client’s website, a communication system will be established that meets the needs of both the Client and Tanvir to carry out the maintenance to a service level agreed upon.
Payment for maintenance is usually by monthly fees paid in advance and is reviewed and renewable annually. Where the Client cancels a maintenance contract with less than one month’s notice, there will be a charge of three months’ fees.
Where Tanvir cancels a maintenance contract other than for a reason set out in Cancellation and Termination below, a refund of the fees appropriate to that part of the month remaining will be made.
In instances where the Client does not come to a website management agreement, it is the Client’s sole responsibility to manage the site.
Tanvir will no longer be responsible for the site upon completion unless an alternative agreement has been reached. In the absence of a maintenance agreement, Tanvir will fix all errors notified to Tanvir in writing within thirty days of the site being put live on the Internet. If errors are reported after more than thirty days, the time and costs involved in making such changes will be charged to the Client.
The transfer of domain names to another server can sometimes become a complex and time-consuming matter. All administrative fees to third parties and the time taken to organize the transfer will be charged to the Client irrespective of any quoted amount set out in the quotation with its specifications.
Additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non-refundable.
Additional features to websites, including extra database services, specific hosting requirements, and animations that are not included in the quotation, are subject to a surcharge. In the event, a feature is required which has not been included in the quotation, Tanvir will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds $500, in which case an interim half will be invoiced before implementation, and the remainder will be added to the final invoice.
Where the Client requests Tanvir to research and register a domain name, the domain name will always be the property and in the Client’s control. If, for whatever reason, this is not possible, then the Client will be informed of the fact. All fees and costs incurred will be payable by the Client.
Hosting services – where your website is stored on a server for delivery to website visitors – and email services are provided under a contract between the Client and the chosen hosting and email provider (Internet Service Provider (ISP)) and will be bound by the terms and conditions of that ISP.
Tanvir makes no commission on such recommendations or services and, in recommending an ISP, does so in good faith and cannot under any circumstances be held responsible or liable for any shortcomings or losses incurred as part of that contract.
Where the operation of the website or other services provided by Tanvir involves the collection and administration of personal data, the Client is deemed to be the Data Controller and, as such, is responsible for Notification under the terms of the Data Protection Acts and related regulations.
Tanvir can arrange the required Notification, and the current fee for Notification and time and other costs will be payable by the Client.
The Client shall indemnify Tanvir against any actions, costs and liabilities arising from the use in good faith by Tanvir of personal data provided by the Client or through the Client’s website / promotional material.
Where the Project involves e-commerce functionality, the Client must ensure that suitable arrangements are in place to maximize security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates, encryption, et cetera and may require the provision of secure server facilities and/or the use of a credit card clearing service.
Where a service is provided relating to e-commerce whereby visitors to the Client’s website can order goods or services through the website – whether through direct or indirect payment the Client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
The Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated and will hold harmless, protect, and defend Tanvir and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
If necessary, Tanvir reserves the right, and the Client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the design or website. This can include requirements for the Project outside the skillset of Tanvir, such as 3D rendering, animation or database architecture as an example.
If, for any reason whatsoever, Tanvir is unable to provide an agreed product or service in accordance with these terms and conditions, my liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product. The entire risk as to the quality and performance of the website or other services is with the Client. In no event will Tanvir be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by acts of God, the hosting service or any other circumstances beyond the control of Tanvir, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Tanvir has been advised of the possibility of such damages.
Tenders and Quotations are valid for thirty days from the date on the tender or quotation. All prices quoted may be subject to change after this period.
Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by a third party or by us, whether introduced by us directly or indirectly is accepted by you as an opinion, and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice. You further agree to indemnify us of all liability with regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
My consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow my ideas and suggestions. It is not possible, and I do not guarantee that any of those ideas and suggestions will increase traffic to your site, improve your ratings with search engines or boost sales.
Endeavour to provide appropriate training as agreed and on terms agreed. The outcomes of training personnel in whatever activities agreed upon are not readily quantifiable, and as such, I cannot accept liability for any training I provide not meeting the Client’s or the trainee’s expectations.
This Agreement is personal to you, and you may not assign it without my prior express written consent. Should you transfer ownership of the website as part of a transfer of ownership of a business, then the new owners will need to come to a new agreement with Tanvir.
Tanvir’s preferred method of communication is by email, WhatsApp, and Skype. Invoices and quotes will be sent by email and shall form a legal document as if sent by traditional post.
The design process will be undertaken by telephone conferencing, sample Internet design publication on Tanvir, file design submission on a computer disk, or another method as appropriate to the Client’s particular circumstances.
Tanvir may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events.
Should Tanvir decide to terminate the Agreement between us immediately upon the occurrence of one of the above circumstances, I reserve the right to exercise any other rights which I may have against you.
I reserve the right to remove from the Internet any website or other service which I display on your behalf upon the occurrence of one of the above circumstances.
Should I terminate the Agreement upon the occurrence of one of the above circumstances, I will not refund you any monies paid by you to us. If, at any point, during the development, a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the Project that cannot be effectively used to generate revenue that would be otherwise lost.
If a maintenance agreement is terminated for any of the reasons mentioned above, a fee equivalent to three months’ charges will be payable.
In the event that Tanvir terminates a maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
Should Tanvir waive any of these terms on an individual basis, this shall not affect the validity of the remaining clauses or commit Tanvir to waive the same clause on any other occasion.
These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between you and us. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before I commence any work on your behalf.
Work, services or products are only supplied strictly with these terms and conditions.
The provision of work, services or products by us is only undertaken on the understanding that you have read and accepted these terms and conditions in full.
By agreeing to these terms and conditions, your statutory rights are not affected.
This contract shall be subject to English Law. In the event that Tanvir is not entitled to rely on a term or terms in this contract, then Tanvir may also be allowed to cancel all rights and obligations under this contract or to hold all other clauses as valid entirely at their sole discretion.
No terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order, confirmation of the order, specification or other documents will form part of the contract simply as a result of such document being referred to in the contract.
The Client must ensure that the terms of its order and any applicable specification are complete and accurate.
In connection with the Client Order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information (“Confidential Information”) of the other party. Confidential information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and a party’s contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
The relationship of the parties in connection with this Agreement and the Client Order is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.
(a) In the event that any provision of this Agreement or the Client conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
(b) This Agreement may be modified by Tanvir at any time by publication through its website (www.tanvir.pro) or by sending each Client an email to the address listed on the Client Order, except that such changes shall not affect Client Orders that have already been accepted.
(c) This Agreement and the Client Order may be executed in counterparts, each of which shall be deemed an original and both of which, when taken together, shall be deemed to constitute the same instrument.