Below are the basic terms and conditions for any projects created by McElligots Web Merchants. Terms will also be stipulated in our agreement. Terms must be agreed to prior to start of project. Updates to this page can be made without notice. Please email any queries about the terms. McElligots Web Merchants is not registered for value added tax (VAT).
You agree that our Services will not knowingly be used for any unlawful purpose. You agree that Services shall be provided subject to the terms of this Agreement, the Exhibits and Attachments to this Agreement and our Acceptable Use, Web Hosting and Privacy Policies as in effect from time to time as posted at solarus.net.
The price quoted to the client is for the work agreed on the quotation only. Should the client decide that new features are required after work on the website commences, then we will accept these changes with the provision that additional charges may have to be negotiated and accepted by the client before the additional work can be done. Quotes and estimates are free of charge and you are under no obligation, until the quote is signed by the client. Quotes are valid for 30 days from the date on the quote, unless stated differently on the quote. Prices on estimates are not binding
A 50% deposit of the total fee payable under our quote is due immediately upon the client's instruction us to proceed with the specified services. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” clauses. We reserve the right not to commence any work until the deposit has been paid in full. The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
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.
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing 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 task will be deemed to have been completed.
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.
We reserve the right to eliminate and/or modify Services and/or upon prior written notice to you, which notice will state the effective date for the elimination and/or modification. In the event we notify you of an elimination and/or modification for an individual Service, you may terminate Agreement only with respect to the Services affected by the elimination and/or modification of Service. In order to cancel such Services, you must notify us, in writing, prior to the effective date of the modification.
Any payment not received within thirty (30) days of the invoice date (the “Due Date”) will accrue interest at a rate of one and one-half percent (1.5%) per month or fractional month, or the highest rate allowed by applicable law, whichever is lower. If a payment is returned for non-sufficient funds, you agree to pay a charge equal to the greater of R50.00 or the actual bank charges to us. If you are delinquent in your payments, we may, by written notice to you, modify the payment terms to require advance payment before the provision of Services or require other assurances, such as a security deposit, to secure your payment obligations.
Notwithstanding the foregoing, late payment charges shall apply (but shall not be due and payable for a period of thirty (30) days following the Due Date) for amounts reasonably disputed by you, provided that you: (a) pay all undisputed charges on or before the Due Date, (b) present a written statement of any billing discrepancies to us in reasonable detail on or before the Due Date of the invoice in question, and (c) negotiate in good faith with us for the purpose of resolving such dispute within said thirty (30) day period. In the event such dispute is resolved in our favour, you agree to pay us the disputed amounts together with any applicable late fees within ten (10) days of the resolution. In the event such dispute is resolved in your favour, you will receive a credit for the disputed charges in question and the applicable late fees. In the event the dispute cannot be resolved within such thirty (30) day period (unless we have agreed in writing to extend such period), all disputed amounts together with late fees shall become due and payable, and this provision shall not be construed to prevent you from pursuing any available legal remedies. We shall not be obligated to consider any of your notices of billing disputes which are received by us more than thirty (30) days following the Due Date of the invoice in question.
You will be in default if (a) you do not pay any amount due within thirty (30) days of when it first becomes due; or (b) you break any of your commitments or obligations to us under this Agreement; or, (c) you cause us to be insecure with respect to your willingness or ability to pay. You will cause us to be insecure if, for example, and without limitation: you become insolvent, you stop paying your debts as they become due, you stop doing business as a going concern, you or a guarantor dies or becomes insolvent, you consolidate or merge without our written consent, you or any guarantor fail to affirm or assume this Agreement within sixty (60) days of filing bankruptcy, or our credit approval procedures and practices lead us to believe that you will not be able to pay the amounts due.
If you default, we may do any or all of the following: (a) we may exercise any right we have by law or equity, for which you, including any guarantor, expressly waive any required notice; (b) we may refer this matter to an attorney for appropriate legal action, in which case you agree to pay our reasonable attorney’s fees and actual costs, including our travel costs to any deposition or court appearance; (c) we may, upon ten (10) days written notice to you, suspend your Services until payment of all amounts owing (as provided under Suspension of Service below, including late fees, reactivation fees and any other costs; (d) we may terminate any or all Exhibits to this MSA; and, (e) we may process billings for cancellation charges. YOUR EXCLUSIVE REMEDY FOR OUR FAILURE TO PROVIDE SERVICES UNDER THIS MSA IS TO RECEIVE A CREDIT FOR AMOUNTS YOU HAVE PAID FOR SERVICES YOU DO NOT RECEIVE. OUT OF SERVICE CREDIT WILL BE GIVEN IN PER DAY INCREMENTS FOR EACH FULL CALENDAR DAY DURING WHICH THE SERVICE IS NOT AVAILABLE DUE TO THE FAILURE OF OUR NETWORK DUE TO CIRCUMSTANCES WITHIN OUR CONTROL.
In the event all undisputed charges due pursuant to our invoice are not paid in full by the Due Date or disputed charges owed by you, if any, are not paid in full by the time specified under Billing Disputes above, we shall have the right, after giving you five (5) days prior written notice (“Suspension Notice”) and the opportunity to pay such charges, to suspend all or any portion of our Services until such time that you have paid in full all undisputed charges then due to us, including any late fees. Following such payment, we shall reinstitute Services to you only when you have provided us with satisfactory assurance of your ability to pay for Services (i.e., a deposit, letter of credit or other means acceptable to us) and your advance payment of the cost of reinstituting Services. Services will be restored within a twenty-four-hour period. If you fail to make the required payment by the date set forth in the Suspension Notice, you will be deemed to have cancelled the Services suspended effective as of the date of suspension. Such cancellation shall not relieve you of your obligation to pay all amounts owing to us.
By using current versions of well supported content management systems such as “Wordpress”, we endeavour to ensure that the web sites 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 Web Merchants and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
We will use reasonable efforts under the circumstances to maintain our overall service quality in accordance with the terms of this MSA. WE MAKE NO OTHER WARRANTIES ABOUT OUR SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, REPLACEMENT GOODS, LOSS OF CUSTOMERS OR CLIENTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.
You acknowledge that we have set our prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties provided, and that the same form an essential basis of the bargain between us. You agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
The Parties agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either of us.
Any notice or communication required or permitted to be given hereunder may be delivered by hand, by an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on this Agreement or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between us. Neither of the Parties will have the power to bind the other or incur obligations on the other’s behalf.