Web Design Standard Terms & Conditions
Purchase of Website Creation and Development Services – This Agreement for a Website Project is between the customer whose name appears on the face of this Agreement (the “Customer”) and DesignerMatic Sdn Bhd Unit 2-1 (2nd Floor) The Place, No. 1 Jalan PJU 8/5g, 47820 Damansara Perdana, Petaling Jaya, Selangor
- Purchase of Website Hosting Services– The Website Project identified on the face hereof will be Hosted by DesignerMatic Sdn Bhd. Hosting elsewhere will result in DesignerMatic’s inability to accept responsibility for hardware, software, installation, functionality, performance and reliability of the Website. Hosting elsewhere automatically adds a RM500 file transfer fee. This fee is not a penalty but a fee to cover the cost of converting your content management system files and database into a movable storage format such as a CD, DVD, or file folder ready for transport to a 3rd party compatible server.Hosting elsewhere voids all warranty and automatically relieves DesignerMatic from any liability including lost files, lost data, time lost, or any other expense incurred by the Customer relating to the transfer and/or hosting on a 3rd party server.
- File Transfer Fee– The Customer may exercise the option of acquiring a copy of the website and all its contents on his or her personal media for RM500. This fee is necessary due to the fact that the website is built with a Content Management System with complex programming and databases which requires a programming investment every time a transfer is required.
- Customer Responsibility– The Website Project and its content are subject to the approval of DesignerMatic. The Customer shall supply DesignerMatic, within a period of (21) days following the execution of this agreement, all the required information to be inserted in the Website Project deemed to consider it completed; including logo, text content, Graphics, videos, and Data Base which the Customer warrants that it is authorized to publish and guarantees that it does not violate any law and that it holds all permits or licenses which may be necessary to publish on the Internet. If the Customer does not supply the above-mentioned information within the prescribed time frame, DesignerMatic reserves the right to charge the Customer all amounts due hereunder. DesignerMatic will not be held liable for any consequential losses, damages, or claims therefore asserted by the Customer due to delays caused by the Customer or arising because of matters of force majeure or any other cause beyond its control.The Customer also guarantees and warrants the truth of all factual assertions and implications there from in the Website Project inserted hereunder and that they are entitled to use any picture, graphic or illustration, or to insert a hypertext link(s) to any other website, or advertise the business profession, service, product, Trademark, or Trade name appearing or described in the said Website Project as well as holding all the rights to use the trademarks or commercial names included in the website and that this does not contravene any provision, law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The Customer agrees to indemnify and hold DESIGNERMATIC harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including attorney fees and costs of investigation due to (i) any claim by a third party relating to the Content, including infringement of any third party’s intellectual property rights; (ii) claims for misleading advertising related to Customer product warranties or performance; and (iii) any other actions of Customer which give rise to any other liability at law. Furthermore, for Content created by the Customer or one of its representatives, the Customer acknowledges that DesignerMatic shall not bear any liability with regards to the content, graphical norms or physical appearance of the Website Project.The Customer furthermore authorizes DesignerMatic to perform a full pre-credit investigation on his or her company.
- Technical Decisions– All technical decisions regarding design and programming techniques, programming language, programming technologies, programming strategy, programming logic, programming flow, graphical design, font selection, database setup, database structure, database relationships, visual appearance (textbox, buttons, placements, etc) or any other technical decision designed to meet the Customer’s needs is the exclusive prerogative of DesignerMatic and DesignerMatic staff and not that of the Customer.
- Term of Contract– The initial term of this Agreement is 12 months from the date of execution and automatically renews on the anniversary of the execution date every year unless DesignerMatic or the Customer gives to the other party minimum 30 days written notice of non-renewal prior to the end of each 12 month term.. The contract cannot be cancelled by the client until all debts by the client to DesignerMatic have been fully paid.
- Terms of Payment– The Customer agrees to pay DesignerMatic for all charges plus applicable taxes on all invoices noted on the face of this Agreement and for all taxes, which may be levied upon this service. If there is a dispute about the charges, the Customer shall notify DesignerMatic within 10 days of receiving the invoice. All amounts on all invoices are due prior to any work prescribed on each respective invoice. If an invoice is not completely paid by the Customer, DesignerMatic is not responsible to do any work prescribed on the invoice. If at any time, payments are in arrears for more than (30) days, DesignerMatic reserves the right to purge the Website Project from the Internet and discontinue all services without notice.
- Late Charges– An interest rate of 2% per month (24% per annum) applies to any amount remaining unpaid 1 month following receipt of all invoices listed on the face of this contract and all future invoices. If the past due account remains unpaid, and is determined by DesignerMatic to require further collection action, an administration fee of RM500 will be added to the balance owing.
- NSF Cheques– An administration fee of RM50.00 is automatically charged to the Customer for NSF Cheques received from the Customer for all invoices listed on the face of this contract and all future invoices. The RM50.00 administration fee is due upon receipt and is subject to Late Charges as described in item 8. If at any time, a cheque is returned to DesignerMatic NSF, DesignerMatic reserves the right to suspend the Customer’s website without notice by removing all pages from the internet and publishing generic pages in its place indicating the fact that the hosting contract is expired or temporarily suspended. The new wording and layout is at DesignerMatic’s sole discretion and may not be changed in any way by the Customer or via the Customer’s request.
- Privacy Provisions– Except where compelled by law, DesignerMatic agrees to maintain all non-public information obtained in connection with this Agreement in confidence and not disclose same to any person or entity.
- No Guarantee of Success– The Customer acknowledges that this Agreement provides no guarantee with regard to the success, derived benefits, response or of the number of visitors, display problems due to browser compatibility or browser configurations or any other computer compatibility or computer configuration issues to their Website Hosted by DesignerMatic or hosted elsewhere during the term of the Agreement or beyond the term of the Agreement. DesignerMatic does not guarantee website uptime and is not responsible for damages, or deletion of website files, databases, or any other website resources, which may make the site partially or fully inoperable.
- No Guarantee of Deadlines– DesignerMatic cannot guarantee the delivery of any website project to the Customer’s satisfaction within any prescribed timeline. However all projects will be completed within a reasonable timeframe and will be deemed complete when DesignerMatic has completed all items on the relevant invoice according to DesignerMatic staff’s interpretation or upon launching the website on the internet.
- Governing law, jurisdiction, and venue– This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of Selangor, Malaysia and any action or proceeding arising out of or related to this Agreement shall be brought only in the courts of such jurisdiction. The parties hereby consent to such jurisdiction and venue.
- Ownership of Intellectual Property– The website is and will remain the intellectual property of DesignerMatic until it is paid IN FULL by the Customer. After FULL payment of this project, the Intellectual property is automatically transferred to the Customer. Any attempt to leach, copy, or take code from DesignerMatic prior to FULL payment will be considered theft contrary to the CRIMINAL CODE OF Malaysia.
- Indemnity– DesignerMatic is not liable for damages caused by security loopholes such as usernames and passwords, malicious software, hacking, denial of service attacks, or any other malicious attacks. DesignerMatic is not liable for third party theft of intellectual property or sensitive information such as credit card information or any resulting damages. Any work required to repair damages, or security loopholes is not the responsibility of DesignerMatic. DesignerMatic is not liable for damages resulting from spelling mistakes, poor grammar, sentence structure, paragraph structure, legibility, literary logic, or any other issue arising from the way content is written or displayed. DesignerMatic is not liable for damages caused by offensive images, poor quality images, lack of images, excessive images, videos, or any other issue arising from image/video-related problems.
- Entire Contract– This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and Supersedes any previous agreement or understanding between the parties whether oral or written. No modifications or alterations to this Agreement shall be binding upon either party unless set forth in an amending agreement duly executed and signed by both parties.
- Non-waiver– A waiver of any breach or provision under the agreement by any party shall not be deemed to be a waiver of that provision, nor shall any waiver be construed as a continuing waiver.
- Survival Clause– Paragraphs 1 through 16 shall survive the termination of this agreement.
- Payment procedure: For managed websites packages, customer will have to pay 2months in advance plus one-month deposit. Next payment will be at the beginning of the third month and every month afterwards until 12 months are fully paid.
- The package includes domain name registration or transfer, and hosting and they are not transferable until customer has settled the full amount.
- Payment Methods: You can pay by cash, cheques, or direct web purchase on our website.
- All additional features and functions, which are not listed in the packages, are additional charges. Our consultant will discuss with you the costs involved according to your requirements.
- Packages are non-transferable or interchangeable.
- Training: clients are advised and encouraged to send their staff to use our training facility to learn about WordPress updating and maintenance.
Support: Clients will be provided with a CRM login to access their Web status, provide feedback and ask for support.
- Term and Termination
The term of this Agreement is one (1) year from the Effective Date (“Term”).
Upon expiration of any Term (“renewal date”), this Agreement will automatically renew for successive periods equal to the same amount of time as the initial Term unless one party notifies the other in writing of its intent not to renew no later than thirty (30) days prior to the expiration of the then-current Term.
Either party may terminate this agreement with thirty (30) days prior written notice subject to the following:
- i) If you choose to exercise this clause, you agree to buy out the value of this Agreement. The buy-out value is defined as the monthly core package fee for each month remaining before your renewal date (pro-rated), plus Sales tax…
ii) If DesignerMatic chooses to exercise this clause, the buy-out will not be billed to you, nor will the fees.
DesignerMatic shall have the right to terminate this Agreement on ten (10) days’ written notice in the event of your breach of this Agreement, or immediately in the event of your insolvency, receivership, bankruptcy, or assignment in favor of creditors.