POLICIES » Service Agreement
Welcome to the Foxglove Website Designs, LLC website at http://www.FoxgloveWebsiteDesigns.com ("Site"). This Agreement explains our obligations to you, and your obligations to us in relation to the product(s) and service(s) you purchase. This Service Agreement applies to all products and services provided by Foxglove Website Designs, LLC, even those that are provided free of charge. For the purposes of this Agreement, unless otherwise noted, "Client", "you" and "your" refer to each customer ("Customer") and its agents, including each person listed in your account information as being associated with your account, and "Company", "Foxglove", "we", "us" and "our" refer collectively to Foxglove Website Designs, LLC, its agents and subcontractors. You agree that each person listed by you in your communications with us, or in your account information as being associated with your account for any services provided to you, is your agent with full authority to act on your behalf with respect to such services.
PLEASE READ THIS AGREEMENT CAREFULLY.
YOUR REQUEST FOR SERVICES CREATES A CONTRACT BETWEEN YOU AND US, CONSISTING OF THE QUOTED PROJECT OUTLINE WE HAVE PROVIDED TO YOU, THE APPLICABLE SERVICE DESCRIPTION, AND THIS AGREEMENT. YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING ANY SITE POLICIES, USAGE POLICIES, OR OTHER POLICIES. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS SERVICE AGREEMENT, YOU SHOULD CONTACT US IMMEDIATELY TO CANCEL YOUR ACCOUNT.
By placing an order or requesting services from Foxglove Website Designs, LLC, you acknowledge and agree to the current terms of this Service Agreement as posted on our website at www.foxglovewebsitedesigns.com. We reserve the right to update the Service Agreement from time to time. Any changes to our policies will be communicated through our website in advance of its effective date. We may, in our sole discretion, attempt to notify you of any such changes; however, we are not obligated to do so and you are responsible for making sure you have reviewed the most recently posted revisions of this Agreement each time you make a request for services or place an order with us.
This Agreement supersedes any and all previous Service Agreements. This Agreement also updates any other previous Service Agreements, whether written or verbal. In cases where there is a conflict of terms, the terms of this Agreement shall take effect.
UNILATERAL AMENDMENTS ARE NOT RETROACTIVE
No unilateral amendment will retroactively modify agreed dispute-resolution provisions of this Agreement, if any — including, for example, arbitration provisions — for then-pending disputes unless both parties expressly agree otherwise. In addition, a unilateral amendment will not retroactively eliminate or modify any right already exercised by either party under the Agreement without the express written agreement of both parties.
AGREEMENT TO PROVIDE SERVICE
When you place an order or request services from us, you are engaging Foxglove Website Designs, LLC as an independent contractor to provide such products and services. We reserve the right to refuse to fulfill your order or request for service for any reason without notice. In the event of such a refusal, you will receive a full refund within 30 calendar days for any fees you have prepaid and for which services have not been rendered or the order has not been fulfilled.
Project quotes provided to prospects will be honored for thirty (30) calendar days. A new quote will then be provided upon request.
Ongoing and/or recurring services such as Web Hosting, domain names and website updating service will be provided as long as the following conditions are met:
- You must be currently subscribed to a plan that includes the service.
- You must maintain an active account in good standing (i.e. no late payments) at Foxglove Website Designs.
- You must agree to and comply with the Service Agreement as posted on our website. You can find our policies posted at http://www.foxglovewebsitedesigns.com/policies/.
When you provide us with content for your website, you must provide all images, text and other materials in electronic format unless otherwise agreed upon by both parties in writing. If you do not provide us with content in electronic format (unless otherwise agreed upon), we may refuse to add the content to your website or use it in any other way.
We will complete the Web Design Project within a reasonable amount of time. This is generally no later than thirty (30) calendar days after you have submitted all necessary materials, but completion time may vary depending on the size and complexity of the project.
"Website completion" is when the site is developed, not when the content is ready, which means any balance due "upon project completion" will be due when we've done our part.
"Unresponsiveness" from a Client
We expect you to provide us with complete content in usable format for the project within forty-five (45) calendar days of when we formally accept your project. This acceptance date is generally considered to be the date we ask you to pay your deposit for the project, or it may be another date, such as a "Project Start Date", if we specify one in the project quote we provide to you. If you don't provide us with complete content within this time limit, we will retain the entire deposit amount of the agreement as liquidated damages and the contract shall become null and void, at our option.
Our current Fee Schedules are posted on our website at http://www.foxglovewebsitedesigns.com/services/pricing.php.
BILLING AND PAYMENT TERMS
We may require that you pay a deposit prior to us providing services. If you cancel at any time, we will keep your deposit as liquidated damages and the contract shall become null and void, at our option. DEPOSITS ARE NON-REFUNDABLE We don't refund deposits because we invest a substantial amount of effort, both in time and money, at the beginning stages of a web development project including, for example: researching and purchasing domain names; researching your business and that of your competition; setting up your web hosting account and email addresses; designing sample website layouts; purchasing stock photos for your website design; creating and uploading files for your website's framework; and setting up accounts for you in our system, with our invoicing service and other accounts as needed.
Additional Services Requests
By requesting additional services that are not listed in the quote we provided to you for your web development project, you understand that additional fees may apply. Such services will be billed at the hourly service rate in effect on the date the service is provided.
Service Rate Increases
We reserve the right to increase service rates at any time. We will post the new service rate on our website at least thirty (30) days in advance of the effective date of such an increase. In addition, if you have active recurring service with us, such as monthly web hosting, we will attempt to notify you by phone, email or postal mail at least thirty (30) days in advance of the effective date of the increase and you will have the option to continue using our services or to cancel service.
Deposits are non-refundable. (See our section under the heading "Deposits" for more information.) All other refunds will be handled on a case-by-case basis. Refunds will not include Service Plan fees, web hosting fees, domain registration fees, software fees, setup fees, or any fees paid by us to any third party on your behalf. Refunds will not be given, under any circumstance, after thirty (30) days from any project delivery date, software sale, product sale, or service provided unless otherwise agreed to in writing by Foxglove Website Designs, LLC.
Third Party Fees
Unless otherwise agreed in writing, all third-party fees such as those for advertising and credit card payment processing are your responsibility.
- Late Payment Fee: A one-time late payment fee will be charged on all overdue accounts. Payment must be received on or before the due date to avoid the late payment charge.
- Delivery Fees: A nominal fee may apply if Client requests delivery of materials on CD and/or via postal mail.
- Returned Bank Item Fee: A fee is charged if your bank does not honor your check or electronic payment. We will attempt to notify you by email and/or phone that the payment wasn't honored before taking further action for failure to pay, however it is your responsibility to make sure your payment was made successfully.
- Reinstatement Fee: If your account is suspended or cancelled due to non-payment, we may charge a fee to reinstate your account and restore / un-archive any website files that were removed or archived by us.
Failure to Pay
Failure to make your payment in full on or before the due date will result in your account and/or services being suspended or cancelled.
SUSPENSION AND CANCELLATION POLICY
You have the right to cancel service at any time by providing written notice through email or postal mail, effective upon our receipt of the notice.
We reserve the right to suspend or cancel service:
- by giving you thirty (30) days prior written notice through email or postal mail,
- at any time, without notice, in the event of nonpayment by Customer, and/or
- at any time, without notice, if, in our sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of this Agreement.
Upon suspension or cancellation by Foxglove Website Designs, LLC, due to nonpayment by Customer:
- For ongoing or recurring services:
If the services we provide to you include web hosting and/or domain names, suspension or cancellation may result in your website being removed from public viewing and files being removed from the server. A reinstatement fee may be charged to your account and must be paid in addition to the overdue balance before service will be reinstated.
- For one-time, per project or per design services:
We may, in our sole discretion, remove from public and private access and/or the hosting server, some or all of the web page(s), coding, scripts, software, graphics, and other website elements created or provided by us, until Customer has paid the entire outstanding balance on their account including penalties such as late payment fees, reinstatement fees, returned bank item fees, or other fees that we may have imposed on your account. The portion of website elements we remove will be limited to those items for which the unpaid balance applies. (For instance, you request that we add a contact form to your web page, but do not pay for it. We will remove only the contact form, not the entire web page.)
Upon cancellation by either party, for any reason:
- You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
- Foxglove Website Designs, LLC may (but is not obligated to) refund to you prepaid fees for services not rendered, less any discount applied for prepayment, provided that you are not in breach of any terms and conditions of this Agreement.
- If you purchased services that were sold together as a bundled package ("Package") (e.g., you select a Website package that includes both a domain name and a website design, as opposed to your purchasing such services separately), termination of any part of the services may result in termination of all services provided by us as part of the Package.
You have sixty (60) days to dispute any charge or payment processed by Foxglove Website Designs, LLC. If you have a question concerning a charge you believe is incorrect, please contact us immediately at email@example.com.
WEBSITE HOSTING AND SERVICE PLANS
This section defines the types of services that are included and excluded in our Web Hosting and Service plans.
The following items are included in our Web Hosting and Service Plans at no extra cost:
- Minor website updates, including changes to text, colors, and images; the addition or removal of links; changes to keywords and descriptions for search engine optimization; changes in e-mail address setup or forwarding; changes to one or two form elements (contact forms, PayPal forms, etc.); and other similar minor work.
- Note that while there is no set limit to how many minor updates we will do, if your requests require what we consider to be an excessive amount of time or resources for us to complete, we may develop a website Administration area for you that will allow you to log in and update some or all of your website content yourself.
- Support / resolution involving routine as well as unexpected changes on our own server. (For example, if we upgrade our server software and your website no longer functions properly due to the change.)
- Training and assistance on how to use your website and/or hosting service will be provided upon your request.
The following items are NOT included in our Web Hosting and Service Plans and may result in additional fees to the Client:
- Additional pages, forms, or programming beyond what is listed in the project quote we provided to you
- Major changes to the layout or color scheme of your pages
- Graphic design, logo design or advanced image editing
- Adding new eCommerce functionality or switching to a different payment processor or method of accepting online payments
Any work that's not covered by your Web Hosting and Service Plan will be billed upon completion. In some cases, a deposit may be required.
WEB HOSTING AND DOMAIN NAME REGISTRATION
If hosting is included in the services you purchased from us, whether separately or as part of a bundled package, we will host and maintain your website at a hosting provider of our choosing.
If one or more domain name(s) are included in the services you purchased from us, the domain names will be purchased and renewed by us through a registrar of our choosing. You may specify the domain name(s) you want or we will provide recommendations to you. The domain name must be available for purchase through an ICANN-accredited registrar and must have one of the following domain extensions: .com, .org, .net. Prior approval is required for all other domain extensions (.us, .biz, .info, etc.).
You acknowledge that we are resellers and not direct providers of website hosting and domain names. You also acknowledge and agree that we are not responsible for server downtime, misdirected or undeliverable email, or any other server- or domain-related errors. We will make a reasonable effort to provide support and ensure you receive service; however, we cannot make any guarantees that the hosting and domain services will be uninterrupted or error-free.
WEBSITE CONTROL AND ACCOUNT ACCESS
In order to provide services to you, including, but not limited to, website design and development, programming, web hosting, domain registration and related services, we must have control of the website to be serviced and access to related accounts. You may be required to provide access to one or more 3rd party internet account(s) specifically associated with said website. (For example, accessing your PayPal account to set up a customized online shopping cart.) You hereby authorize us to access said accounts. You understand that if control of and/or access to said internet accounts is denied, then we may be unable to provide services to you. Such failure to provide services shall not constitute a breach of contract or limit your obligations under this agreement.
Foxglove Website Designs, LLC does not warrant that the operation of any Client's web pages will be uninterrupted or error-free. In no event will we be liable to you or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate your web pages or website.
In the event that the Client or other agent acting on the behalf of the Client accesses files and disrupts the layout or functionality of the website, Foxglove Website Designs, LLC may, but is not obligated to, provide service to get the website back up and running and you will be billed for services at the regular hourly service rate.
LAWS AFFECTING ELECTRONIC COMMERCE (eCommerce)
From time to time, the government may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Foxglove Website Designs, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet electronic commerce.
COPYRIGHT TO WEB PAGES, GRAPHICS AND SOURCE CODE
We own the copyright to the finished assembled work of web pages produced by us. Upon full payment for the services rendered, we transfer this copyright and all rights and ownership for custom website design and programming to you. We retain the right to display graphics and other web design elements as examples of our work in our portfolio.
LICENSING - THIRD PARTY PRODUCTS AND SERVICES
You acknowledge, understand and agree that we may purchase third party licenses for products or services that we may deem necessary for us to design and develop your website. These products and services, or "Outside Content", may include, but are not limited to: website development software; server-side applications; stock images, music and videos; "open source" web coding; and "back-end" applications. You further acknowledge and understand that, unless otherwise agreed to in writing, any Outside Content used to design and develop the website is owned by us and/or such third parties and cannot be transferred to you and is hereby specifically not transferred to you and shall remain the property of us and/or such third parties. Outside Content which is owned and/or purchased by us may be used in the design and/or development of other web sites separate from yours.
OTHER COPYRIGHTS AND TRADEMARKS
The Client represents to Foxglove Website Designs, LLC and unconditionally guarantees that any elements of text, photos, graphics, videos, trademarks, designs or other media furnished to Foxglove Website Designs, LLC for inclusion in web pages are owned by the Client, or that the Client has legal permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Foxglove Website Designs, LLC from any claim or suit arising from the use of such elements furnished by the Client.
In the event that you have a dispute with any individual and/or entity that arises out of your use of Foxglove Website Designs, LLC's website, you release Foxglove Website Designs, LLC (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
This Agreement shall be governed in accordance with the laws of the State of Oklahoma. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Oklahoma including the federal courts therein. Each party hereby consents to the jurisdiction of such courts, agrees to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to it. Notwithstanding the foregoing, Foxglove Website Designs, LLC may pursue enforcement of intellectual property rights and the protection of confidential information in such other jurisdictions as through injunctive or other equitable relief through the courts.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Foxglove Website Designs, LLC, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. The United States controls the export of products and information from US companies abroad across the Internet. You are responsible for compliance with all federal and local laws regarding the import, export, or re-export of the Contents of this site (all forms of intellectual property, including Software). This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections on Liability, Copyright, Licensing, Release, and Jurisdiction shall survive any termination or expiration of this Agreement.
CHANGES TO THIS STATEMENT
We may occasionally update this Service Agreement. We encourage you to periodically review this Agreement to be informed of our current policies.
This agreement is effective as of January 1, 2016. Last modified July 26, 2018.