Hulsey Software Terms of Service
Last Modified: January 2013
Welcome to Hulsey Software!
Acceptance of Terms
This Terms of Service agreement is between you, hereafter referred to as "Client," and Hulsey Software, hereafter referred to as “Provider.”
By using any of Provider’s services (“Services”) for any website-related service, including free consultations, Client agrees to be bound by the following Terms of Service (“TOS”).
Description of Service
Provider currently provides a variety of website-related services, including, but not limited to, Web design and development, Web redesign, search engine optimization (SEO), website marketing, website marketing analysis, website support and maintenance, custom programming, and other website-related services. Client is responsible for obtaining access to services that may involve third-party fees (including but not limited to separate e-commerce hosting, merchant accounts, and gateways). Client is also responsible for all equipment and software necessary to access Provider’s services.
Provider may revise the TOS from time to time without notice to Client. Provider recommends that Client review the TOS periodically. The most current version of the TOS at any time is posted at: http://www.hulseysoftware.com/terms-of-service.php. If a revision, in Provider's sole discretion, is major, Provider will notify Client via the email address associated with Client's account. By continuing to access or use Services after revisions become effective, Client agrees to be bound by the revised TOS. If Client does not agree to the new TOS, Client shall stop using the services and notify Provider in writing according to the Termination of Services below. Client is responsible for any fees incurred.
Client also understands and agrees that Services may include certain communications, hereafter referred to as “Notices,” from Provider, such as notices, requests for information, service announcements, and administrative messages, and that these Notices are considered part of Provider's service to Client. The Client agrees that Provider may send electronic Notices in either of the following ways: (1) to the email address provided to Provider at the time of sale or (2) to the new email address account Client set up through Provider. Client agrees to check the designated email addresses regularly for Notices, which are considered effective as of the date sent by Provider, regardless of whether Client reads or receives the Notice.
Free Consultation vs. Billable Time
Provider offers Client one free consultation for each new Web design/development project, hereafter referred to as “Project,” which covers an in-depth interview of Client to determine Client's needs and goals. If Provider offers a proposal for Project, but Client does not accept the proposal within 30 days, any additional consultations for said Project will be billed at Provider's hourly rate. Payment is due at the time of the consultation.
Billable time includes any work Client asks Provider to perform outside of Project, which includes, but not limited to, making changes, doing research, reviewing website files or software, and providing requested website assessments.
Except for the free consultation and Project communication, all other communication with Client is billable time. While most communications will be through email, Provider may also speak with Client via phone or video (via Skype or Google+).
If at any time Provider must travel to meet with Client, Client will pay travel time at Provider's hourly rate with no exceptions. Payment is due at the time of the meeting.Hours of Operation
Provider's normal business hours are Monday-Friday from 9am-5pm Central Time.
If Client requires support after the hours of operation, such as on weekends or holidays, Client will be charged at a rate 1.5 times Provider's hourly rate.
For emergencies, please send an email that has “Emergency” in the subject line or call Provider's number.
Website Maintenance Service
Provider has monthly subscription plans to meet Client's various needs. For website maintenance service subscribers, Provider offers a three business day turnaround for minor updates. More extensive updates, like adding many e-commerce products, may take longer, and Provider may consider it a project and issue a proposal.
If Client is not on a maintenance plan, there is no guarantee for turnaround time. Client will be placed at the end of the client queue in the order of work authorization requested, and there is a fifteen-minute minimum charge per maintenance request that does not apply to maintenance subscribers.
In the event any client requires a quicker turnaround, Provider offers a rush service, which is 1.5 times Provider's hourly rate. Please send an email that has “Rush” in the subject line or phone Provider.
Provider offers managed hosting, hereafter referred to as “MH,” to Web design and/or maintenance clients. Under MH, Client has the satisfaction of not having to deal with technical support at a third-party hosting service, which can be very frustrating and time consuming.
Provider investigates minor hosting problems at no charge to MH clients, even if minor problem occurs after normal business hours. Minor problems include, but are not necessarily limited to, website being down. There may be charges associated with fixing the problem for non-equipment failures.
For MH, all work will be billed at the normal hourly rate, even if the problem requires rush status, except if the problem occurs outside normal business hours, which will be billed at 1.5 times the normal hourly rate.
If Client is not hosted on Provider's hosting service, Provider will not provide MH. Client may hire Provider to handle investigation of hosting problems, perform any corrective actions, and correspond with the third-party hosting service, if necessary. However, Client must be aware that hosting problems typically require rush service and are subject to Provider's rush fees.New Web-Related Projects
A new Web-related project, hereafter referred to as “Project,” is any type of work, such as a new website or redesign, that requires major amounts of work, not just minor maintenance updates. Project requires a consultation, which is free, and Provider will create a proposal with a bid. Please note, custom programming and database projects may be charged at an hourly rate due to the nature of the work.
Project requires a signature and an initial down payment to show acceptance of the proposal and to secure a place in Provider's client queue.
How the Client Queue Works
When a down payment or maintenance request is received from Client, Client is put at the end of the queue. As Provider completes current client's work or waits for the current client in the queue to provide more information, Provider will go through the queue, in order of date of down payment received or work authorized while respecting maintenance subscriber priorities, and begin or continue work for next queued client. If that client is not ready, Provider will move to the following client in the queue.
Communication with Client
For Provider to finish website workin a timely manner and effectively manage workload, it's important that Client responds to emails as soon as possible. Client shall advise Provider if Client will be away for a span during the Web development time, so Provider can plan schedules accordingly.
If Client delays in responding to Provider, Provider will begin on the next item in the client queue, and work on Client's task may be delayed.
How Content May Be Submitted
All content must be submitted electronically via email or on a CD mailed to Provider. Text must be selectable as actual text rather than as images. Preferred document formats include .txt, .doc, .docx, and .rtf files. Photos should be attached to emails rather than placed within documents. Content may not be submitted via fax or paper copies. Exceptions to this policy must be approved in advance and will incur a surcharge.
Client may pay online by credit card or PayPal or pay by money order or check.
Payments must be made promptly. The Provider reserves the right to remove any website from viewing on the Internet until payment is made. In case collection proves necessary, Client agrees to pay all fees (including all attorney's fees, court costs, balance owed, and late fees) incurred by that process. Furthermore, Client waives any right to or claim of sovereign immunity. All payments will be made in U.S. Dollars.
All payments are due on receipt of invoice. Interest on any balance remaining unpaid after 14 days will be accrued at 1.5% per month.
For accounts with active services that are 30 days past due, all active services may be suspended until the account is fully paid, including late fees. Client can avoid late charges and suspension by paying all invoices when they become due or prepaying the account with a credit balance.
Returned checks: if a check is returned from the bank unpaid, Client will be notified, so Client can make arrangements to replace the returned payment. In addition to the original amount on a returned check, there will be an additional $50 charge to cover additional processing and bank fees. Standard late fees will be added.
Ownership of Web Pages & Graphics
Copyright to the finished assembled project of Web pages and graphics (the “Web Design Project”) produced by Provider shall be vested with Client upon final payment of the project. Rights to photos, graphics, and third-party programs are specifically not transferred to Client, remaining the property of their respective owners, and are only licensed to be used within the context of the Web Design Project. Provider retains the right to display all Provider-initiated designs as examples of Provider's work in Provider's design portfolio and place a “Designed by” link in the footer of Client's website, unless Client explicitly opts out in writing.
Ownership of Website Domain Name
Website domain names are leased from domain name registration companies for a certain number of years. If Provider registers a domain name for Client, that registration will be made in Provider’s name until Client pays for said domain name. Upon payment of any outstanding fees, Provider will transfer the ownership registration to Client, while administrative control will remain under Provider. The Client has the right to use that domain name regardless of whether Client chooses to continue any services with Provider.
For domain renewal, if the domain name is under administrative control of Provider, Provider will notify Client that the domain will need to be renewed to continue its use by Client. If Client chooses to have Provider renew the domain name, Client must pay Provider the renewal fee before the domain's period of service expires. If the domain name is under administrative control of Client, renewal and renewal fees are solely the responsibility of Client. In such cases, Provider advises Client to closely monitor the renewal date of a registered domain name and to verify that the renewal of said domain name has been completed. The Provider cannot be responsible for expired domain names.
Copyrights & Trademarks
The Client represents to Provider and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Provider for inclusion in Web pages are owned by Client, or that Client has permission from the rightful owner to use each of these elements and will hold harmless, protect, and defend Provider and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
Electronic Commerce Laws
The Client agrees that Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein. The Client will hold harmless, protect, and defend Provider and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
Notwithstanding anything to the contrary contained in this contract, neither Provider nor any of its employees or agents, warrant that the functions contained in the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the website is with Client. In no event will Provider be liable to 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 our reasonable control; 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; failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, Client's or Client's visitors' computers or Internet software, even if Provider has been advised of the possibility of such damages.
Liability & Indemnification
Client agrees that it shall defend, indemnify, save, and hold Provider harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with Provider’s services. This includes Liabilities asserted against Provider, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Client also agrees to defend, indemnify and hold harmless Provider against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over Client's website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
Termination of Services
If Client wishes to terminate work with Provider, Client will be responsible for the amount of work already completed or services used. This may mean receiving a full, partial, or no refund or owing additional fees.
In order to protect Client from unintentional service interruption, Client must request service termination in writing.
Rights Upon Termination of Agreement
The Provider shall transfer, assign, or make available to Client all property and materials in Provider's possession orsubject to Provider’s control that are the property of Client, subject to payment in full of amounts due pursuant to TOS.
Changes to Terms of Service
Provider reserves the right to revise TOS from time to time, and the most current version will always be posted on Provider's website. If a revision, in Provider's sole discretion, is major, Provider will notify Client via the email address associated with Client's account. By continuing to access or use the TOS after revisions become effective, Client agrees to be bound by the revised TOS. If Client does not agree to the new terms, please stop using the services and notify Provider in writing of requested termination.
If you have any questions regarding our Terms of Service, please contact Hulsey Software.