Web Development Terms of Service
By placing an order with Softpal Limited for website design and development services, you confirm that you are in agreement with and bound by the terms and conditions below.
The Client: The company or individual requesting the services of Softpal Digital Solutions.
Softpal Digital Solutions: Primary designer/site owner & employees or affiliates.
Terms and Conditions
These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Softpal for its clients.
- OUR FEES AND DEPOSITS
A 70% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 30% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until due first installment has been paid in full.
- SUPPLY OF MATERIALS
You must supply everything we need to complete the project and in the format we need to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to images, content, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed. You’ll review our work; provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together.
We are pleased to offer you the opportunity to make reversions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification after approval has been given.
Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will attract a cost. A minor change is anything that has to do with adjusting of size, change of placement, moving of component, colour change, image replacement or text change. A major change is an addition of a new feature which has been agreed possible by Softpal e.g. new shipping option, new payment option. This does not mean upgrades of unlimited complexity, but within the measurable framework of the existing content management system.
- PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
- APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in via mail 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 40% balance of the project price will become due.
- 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 illogical/irrational 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.
Upon completion of the 7-day review period after the website design and development has been completed, we will invoice you for the 30% balance of the project.
- WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
- SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation integration according to current best practice.
- PROJECT COMPLETION
At the completion of project (website), the client has the right to demand for his/her website login details, email account details. If the website is being hosted by Softpal, the client can also demand access to his/her hosting account.
- CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Softpal ® under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
- 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 or comparable expenses.
- OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply your 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.
- GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of the Federal Republic of Nigeria. You and Softpal Limited® submit to the non-exclusive jurisdiction of the courts in and of the Federal Republic of Nigeria in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
- CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as, we endeavour to ensure that the websites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Softpal Limited® and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
- TERMINATION OF SERVICES
If the client changes his/her mind about doing work with Softpal Limited during the course of the initial web design or development phase, the client will be responsible for the amount of work already completed. Depending on the amount of work completed at the time of cancellation, this may mean receiving a full refund, a partial refund, no refund, or owing additional fees. In order to protect clients from unintentional service interruption, clients wishing to terminate any services must request the service termination in writing.
If the balance on a completed project has not been paid within ten business days, a 10% penalty will be added. For example, if the remaining balance on a completed project is N1,000, and that balance has not been paid within ten business days, the new balance on the complete project will automatically be increased to N2,000. Balances that are not paid within 30 days will be reported to a credit bureau. Balances that are not paid within 60 days will be turned over to a collections agency. Clients experiencing financial hardship should contact Softpal Sales department to discuss payment options.
- PROJECT TIMELINESS REQUIREMENTS FOR CLIENTS
Projects can be hindered if the client does not provide feedback or required elements in a timely manner, such as feedback on a design mockup, requested sitemaps, text to be used as content on the web pages, photos for either the design or for the content, the client’s logo, appropriate account login information, etc. For that reason, if Softpal Limited’s Web Design is waiting for content or other piece of information, the client will be notified.
If the client fails to handle the requests within 3-5 business days, the project timeline will be moved in simultaneously. However, if the client fails to handle the requests within ten business days, the project will be frozen and the sum of N20, 000 will be made payable to Softpal Limited to resume the project.
- PAYMENT GATEWAYS
Clients are required to create merchant accounts with their choice payment gateways and send in merchant IDs for integration at an agreed cost. Interswitch payment gateway(s) integration can be done through Softpal Limited at a discounted rate with free integration if Softpal developed the e-commerce platform.
Logos:This is created at a discounted rate only for clients who have also subscribed to our website development service.
Branding: This discount applies to clients who agree to brand their websites with our business name by way of permitting our business name and URL to be on their website.
Website affiliates: Softpal limited runs a website affiliate system whereby 2% finder’s fee is allotted to sealed website jobs referred by such affiliate partners. The commission is only redeemable after the website has been handed over and referred client has completed payment
- REFUND POLICY
Design: Refund of money paid for any design related job is not possible; therefore, there is a non-refundable policy for any graphic job done by Softpal Limited
Development: refund of money can be made to clients not satisfied with their website requirement (Although we are certain that won’t be the case). However, this will less the calculations of the amount of effort and other input invested by the Web design team
- WEBSITE MAINTENANCE
This agreement is different from HOSTING MAINTENANCE. This agreement states that we are not responsible for maintaining a client website after completion of project except the client has demanded for and has paid for website maintenance. However, we may decide to assist the client to handle one or two things but we are not under any obligation to to that.
- HOSTING MAINTENANCE/MANAGEMENT
This agreement is different from WEBSITE MAINTENANCE. This agreement states that we are not responsible for maintaining or managing a client’s hosting account except the client has demanded for and has paid for hosting maintenance/management. However, we may assist the client to handle one or two things but we are not under any obligation to to that.