Last Edited:
09 Dec 2023
Terms and Conditions Website & Design Services
- DEFINITIONS
The following terms and conditions document is a legal agreement between Gemtech Membership Systems Ltd hereafter the “Company” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
When references are made to ‘Designer’ this refers to the person who is directly creating the website.
- ACCEPTANCE OF WORK
Quotations are valid for 30 days from date of issue.
When the Client accepts a quote for any web site services from the Company, the quote represents an offer from the Company to purchase the web site services which is accepted by the Client only when they accept the offer by signing it either in pen by way of written signature and scanning and sending back to us by email, or by digital signature using the Digital Signing service built in to the quote. No contract for the supply of services exists between Client and the Company until the Client has accepted and signed the quote and the first payment has been received. The payment equals acceptance by the Client of the Company’s offer to purchase services from the Company and this acceptance of work is a valid contract between Client and Company.
Any other services on the order which have not been included in the quote do not form part of the contract. The Client agrees to check the details of the quote are correct and should print and keep a copy for their records.
The Company reserves the right to withdraw from contract at any time prior to acceptance.
- PERMISSION AND COPYRIGHT
3.1 Front End Design
Copyright of the completed web design, for the project shall be with the Client upon full and final payment of the design identified in the quote as ‘one off’ payments, and by prior written agreement. Without agreement, ownership of design is with the Company.
These terms of use grant a non-exclusive limited license so that the Client can use the design on one web site on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Company.
The Client hereby agrees that all media and content provided to the Company for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Company from any claim or suit that may arise as a result of using the supplied media and content. If the Company have to use any stock images or photographs in the Client’s design, the Company agrees that all images or fonts used in the design will be commercially licensed, but ownership of those images will belong to the Company at all times.
The Client agrees that the Company may include development credits and links within any code the Company designs, builds or amends.
Client agrees that the Company reserves the right to include any work done for the Client in a portfolio of work.
The Company agrees that any design work provided to the Client will not be re-used for similar projects and that each Client’s design will be unique.
Any deviation from these general terms of engagement are to be laid out in a special instruction document and duly signed by both the Company and the Client prior to commencement of any scope of works.
3.2 Software Ownership
All software used to operate the website is provided on a monthly rental basis – pay as you go and is fully licensed to the Company at all times. We are unable to provide you with a copy of the software due to license limitations and compliance.
3.3 Supplied Content
Where the Company have supplied content either free of charge or on a subscription basis, the content may not be shared, redistributed, sold or given away, nor exported for any other use. It must remain inside the rented hosting space and may be enjoyed as part of your subscription and only distributed to your customers through the membership area the Company provides.
3.4 Termination
Should the Client wish to terminate their contract at any time, they are entitled to request a copy of their website’s design. The Company can provide any pages in json template format so that they can be imported to another provider. This is limited to the design of the pages and does not include any images that have not been supplied by the client, which will be removed by us to comply with licensing agreements of the media. The Company can also supply a copy of the Client’s Customer data, including order or membership history, which can be exported in CSV format. However, there is a charge for this service. To avail of this you must submit a written request and we will fulfil the request within 28 days.
- MATERIAL
The Company reserves the right in its sole discretion to refuse to provide web services for a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at the Company’s own discretion. The Company reserves the right to refuse to sell design or code to those thought or known as competitors of the Company. The Client may not purchase design or code for use in development of their own product to directly compete with the Company’s design or code. The Company reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Company’s own discretion. The Company reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
- DOMAIN NAMES AND HOSTING
5.1 The Company’s Hosting and Domains
5.1.1 Hosting
The Company hosting is provided through Cloudways. The Client agrees to comply with the Cloudways terms and conditions of use of the web hosting and email services provided through the Company.
The Company agree to maintain the hosting services provided through Cloudways, in as much as server management, space monitoring, and backups, but cannot be held accountable or responsible for any outages of services due to technical problems arising at Cloudways.
The Client agrees to maintain the agreed payment relationship for their selected services with the Company, and should payment not be made on time and in full, the Company reserves the right to withdraw the facility until such time as the client’s account is brought up to date, whereby service will be resumed. The Company will not be liable for any loss of business arising to the Client as a result of any downtime caused by the Client’s non-payment of service.
The Company cannot be held responsible for any errors made by the client if making any changes themselves. If the Client causes errors on their website as a result of making their own changes, the Company reserves the right to charge for any work involved to correct the errors.
5.1.2 Domain Names
The Client is responsible for purchasing their own domain names and providing us with access to their domain provider account upon purchase. The Company may assist with the purchase of the required domain name on behalf of the client, however, the Client is responsible for checking the accuracy of the domain name prior to purchase, and will confirm such in writing by email, prior to the order being placed.
The Client does not hold the Company responsible for any errors or omissions made by the Client and the Client’s confirmation email is final. Refunds cannot be made by the Company, after the domain has been purchased on behalf of the Client.
If the Client already has ownership of their domain name, they agree to provide full access to their domain management area (DNS).
- PROJECTS
Gemtech Membership Systems Ltd will provide the Client with a scope of works, which will detail what is covered by the price quoted and agreed, as well as start date, content submission required date and a completion date. Any changes to the scope of works after the agreement will need to be submitted online using the support ticket request system, by logging in at www.gemtech.ie or by emailing support@gemtech.ie.
If the Client fails to provide the necessary content within the agreed time slot the Designer will commence using stock photos and sample text and continue to publish on the agreed completion date, until such time as the content is provided. Content provided after the required submission date will need to be re-scheduled in to the diary in-between other client project as deemed appropriate.
The Client agrees that a webpage built from a graphic design may not exactly match an original design specification because of the difference between the display in design software and the rendering of the code by internet browser software. The Company agrees to try and match the design as closely as is possible when building the code.
The Company endeavours to create pages that are search engine friendly, however, the Company gives no guarantee that the site will become listed with search engines or of certain search results unless agreed at the time of purchase. In no event shall the Company be held liable for any changes in search engine rankings as a result of using the Company’s code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that the Company can apply a nearest available alternative solution.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If a Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then the Company reserves the right to quote for work to repair the web site.
The Company reserves the right to assign subcontractors in whole or as part of a project if needed, in compliance with GDPR and applicable Data Protection laws. The Company will ensure that 3rd party agreements are in place to ensure that data is managed in accordance therewith.
The Company agrees that it will main regular backups of their website and software made by themselves or third party services in case of a software or hardware failure. In the case of Membership Systems and eCommerce platforms provided by the Company, those backups will be once daily for the data and once weekly for the files and code, and full backups taken prior to any updates.
- WEB BROWSERS
The Company shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer, Mozilla Firefox and Chrome latest releases. The Client agrees that the Company cannot guarantee correct functionality with all browser software across different operating systems, particularly legacy older unsupported browsers.
- PAYMENT TERMS
One off Fees
(1) The design of the website is a one off fee, agreed in the initial quote. There will be no subsequent fees for the agreed design work.
(2) A setup fee is a one off fee that is for branding any part of the membership area with the Client’s logos and for configuration of the integrated apps.
Monthly Maintenance & License Fees
All websites will be supplied with relevant licenses appropriate to your build and specifications. These will be paid in advance by the Company and the Client agrees to pay the monthly fees through the subscription payment method for the relevant package through our website. The price will vary depending on which package you have, and the monthly payments will be detailed in your initial quote. Once you subscribe to the payment plan on our website at https://gemtech.ie you will be committing to a 12 month contract. Should you wish to cancel you should notify us 30 days prior to the annual renewal date else your contract will renew for a further 12 months. You may cancel your contract at any time, but you will still have to pay for any outstanding months left on your contract and Gemtech Membership Systems Ltd reserve the right to pursue collection of the outstanding payments.
Please note that non-payment of accounts does not constitute a cancellation. A cancellation may only be made by expressing in writing.
Additional Work
Additional work requested by the Client which is not specified in the agreed quotation are subject to a separate quotation and the Company reserves the right whether to quote or accept additional work. If additional work is accepted by the Company, it may affect the timescale and overall delivery time of the project. The Client agrees that if additional work is requested after commencement of a project, then the project delivery date may need to be adjusted accordingly.
The Company reserves the right to decline further work on a project if there are payment(s) outstanding with the Client.
The Client may request that the Company cancel a project in writing by email to support@gemtech.ie. The project can be cancelled only if the Technical Director confirms work has not been started on the project. If the Design Team have begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay the Company for the work that has been carried out already.
The Company reserves the right to remove its work for a Client from the Internet if payments are not received and charges will be incurred to restore if the Client chooses to re-activate at a later date.
- LIABILITY AND WARRANTY DISCLAIMER
The Websites provided to Clients by the Company are designed using Wordpress operating software and Elementor Pro page designer and various 3rd Party Plugins to perform the functions required by the specific Project. The Client agrees that the Company is not liable for any bugs, performance issues or failure of any 3rd party plugins used. However, the Company agrees it will liaise with the developers of the 3rd party plugins and software to report any such errors or bugs immediately upon discovery and will also endeavor to help provide a workaround solutions in such cases that the Client’s website becomes inoperable or fit for the purpose it was commissioned for.
The Company endeavors to provide a website within given delivery timescales to the best of its ability. However, the Client agrees that the Company is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees the Company is not liable for absence of service as a result of illness or holiday.
The Client agrees the Company is not liable for any failure to carry out services for reasons beyond its 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.
The Company 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 completion of a Project by the Company, the Client shall have a 2 week period from the date it goes live into the public domain to report any errors or amendments in line with the Project Scope. The Company reserves the right to charge for amendments requested after the 2 week grace period.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Company reserves the right to cancel forthwith any projects for the Client and refunds for work already committed are non-refundable.
The Company 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 the Company has been advised of the possibility of such damages.
There are laws and taxes which affect Internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
To ensure the security and integrity of the websites provided to the Client, the Company will routinely provide updates to the software. This may also include updates that are needed to the website to comply with, including but not limited to, new legislations, software releases and web standards. This service forms part of the monthly subscription fees. Client agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates. The Company agrees to ensure that all updates are tested prior to being performed on the Client’s live website.
- INDEMNIFICATION
The Client agrees to use all the Company services and facilities at their own risk and agree to defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims including but not limited to legal fees against the Company or its 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 the Company 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 organisation.
- NONDISCLOSURE
The Company and any third party associates agrees 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 the Company to another party. The Client accepts that access to the data may be required by the software developers to troubleshoot their programs from time to time, but will do so in a controlled manner.
- PRIVACY POLICY
The Company and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and GDPR 2018, and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client. Further up to date information will be on our website at all times Privacy Policy .
- INTERPRETATION
The Company 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. The Company shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of Ireland which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this 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.
Any and all matters pursuant to this agreement are governed by Irish Law and are under exclusive jurisdiction of the Irish Courts.
The Company reserves the right to alter these Terms and Conditions at any time without prior notice.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.
