Project Terms and Conditions
Summary: We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if something goes wrong. In this contract you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We want what’s best for the safety of both parties, now and in the future.
In short: You (the “Client,” as outlined on the proposal agreement) are hiring us (IntuitSolutions, located at 124 Chestnut Street, Philadelphia, PA 19106) to develop a website, fix upgrade or move an existing website or to perform search marketing services for the estimated total price as provided on the proposal agreement, as outlined in our previous correspondence. Of course it’s a little more complicated, but we’ll get to that.
What do both parties agree to do: As our customer, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information when we need it, and in the format that we ask for. You agree to review our work and provide us with one detailed list of revisions to the website at the conclusion of the development phase of the project. Deadlines work two ways and you understand that we cannot meet our targeted dates without timely delivery of the information asked of you. You also agree to stick to the payment schedule as outlined on the quote proposal document. When we present the work as completed to quote and awaiting revisions the final payment is due. We have the experience and ability to perform the services you need from us and we will do so in a professional and timely manner. Along the way we will endeavor to meet all the deadlines set but we cannot be responsible for a launch date. The decision to launch is completely dependent on you. Rest assured that we will maintain the confidentiality of any information that you give us.
Site Transfer (if applicable): If your project requires that we move your site from another ProStores-based hosting environment to our ProStores hosting environment, we will help you migrate your data to our servers. This includes all applicable ProStores database tables, including the Customer, Manufacturer, Product Attribute, Product Related, Product, Promotions – Product Sale, Promotions – Quantity Discount and Supplier databases. This does not include the Shared Attribute or Storewide Promotions database, as there are no exportable tables associated with these databases in the ProStores system; however we may be hired to manually copy the database values over for you at our hourly rate. Additionally, the Credits, Payment Processor, Orders, Orders Extensions, and Order Tracking databases cannot be imported across ProStores hosting environments but will be made available to you on the ticket upon request. If FTP login information is made available to us, we will also transfer over any and all static files from the site, which includes any product photography and static files uploaded to the store.
Design Phase (if applicable): If your proposal agreement includes a full design component, as opposed to a template or theme installation or an installation of an existing or copied design, we will create designs for the look-and-feel, layout and functionality of your web site. This contract includes one main design, including the layout of the header, footer and homepage of your site, category and product pages, plus the opportunity for you to make up to three rounds of revisions. If you’re not happy with the provided designs after the third round of revisions, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at the hourly rate. Alternatively, if you have purchased a template, theme, design copy, or design integration from us, as opposed to a full design component, we will install the template that you have chosen. Our template offerings are pre-packaged, meaning that we have standardized the design process for these types of integrations. Once the template is installed, changes to the overall look-and-feel of the template may be made, but may be billed for at the hourly.
Development Phase: For all development jobs, if the project includes HTML markup and CSS templates, we’ll develop these using HTML5 and CSS2.1 and CSS3 for styling. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in the current versions of the 3 major desktop browsers (IE, Chrome, FireFox) to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. For people using Microsoft Internet Explorer 6,7, and 8 this means a universal, typographically focused design but no layout. We will not test old or abandoned browsers, for example Microsoft Internet Explorer 5 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we are happy to assist but will charge you at our hourly rate (as outlined on our Account Profile Management & Billing Policies page, aforementioned) for any additional code and its testing.
Overwriting and Permissions: To avoid any potential complications during the development phase, we ask that you make no edits to the code until the development phase is completed. In the event development is stopped or slowed due to changes made to the code or to our user account’s privileges or password, work to repair or correct the website must be billed hourly.
Static Content: Unless otherwise noted in the quoted section above, typically we charge one (1) billable hour per page of static content loaded into the site. This is specifically referring to loading static textual and graphical content. If your content pages require custom programming or functionality that is not simple static text or graphics we will billed hourly.
Site Text and Copy Writing: Though we consider ourselves good writers, we cannot be responsible for writing or inputting any text unless otherwise specified in the proposal agreement. If requested we would be happy to help produce copy outside of the quoted cost of the project. We would charge our hourly rate.
Photographs: You will supply photographs in a digital format. If you choose to buy stock photographs we can suggest vendors of stock photography. Any time that we spend searching for appropriate photographs may be charged at our hourly rate.
Revisions: We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind. The quoted prices, as listed on your proposal quote document, are based on the number of hours that we estimate we’ll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or templates or even add new functionality, that won’t be a problem. We will let you know how much and will just charge hourly for changes or additional customizations. Along the way we will document these requests on our ticketing system so we can keep track of changes.
Legal Stuff: While we can guarantee that the work we deliver will be functional and error-free at the time the project is completed, we cannot guarantee that the code will function and remain error free indefinitely. We are not liable for future changes in the software or issues caused by you or any third party. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Copyrights: We cannot be held liable for your use of copyrighted material. We assume that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you exclusively, or that you have expressed permission to use them on your website.
We love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about web design.
Payments: We’re sure that you understand how important it is that you pay on time and as agreed. IntuitSolutions offers the following payment methods: Visa, MasterCard and American Express credit cards. No other payment methods will be accepted. You cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. If the project is cancelled by the client before it (the project) is completed to quote, the outstanding time on the ticket exceeding the deposited amount will be billed hourly at the previously mentioned rate. Although the language is simple, the intentions are serious By signing the quote proposal document, you are agreeing to all that is presented on this page. A copy of this should be retained for your own records.
Customers who host their site with IntuitSolutions, who have a total work order or project value of less than $1,000 will be charged when the work is completed and revision, if applicable, are requested.
Customers who host their site with IntuitSolutions, who have a total work order or project value of greater than $1,000 will be billed 50% of the project cost when the work begins and the remaining 50% will be charged when the work in completed and revision, if applicable, are requested.
Customers that DO NOT host their site with IntuitSolutions, who have a total project value of less than $1,000 dollars must pay 100% of their total project cost upfront.
Customers that DO NOT host their site with IntuitSolutions, who have a total project value of $1,000 or more, must pay a 50% deposit up front. The remaining balance is due when the code is completed to quote, and If applicable revisions are requested..
Recurring Payments and other Billing Policies
Service: IntuitSolutions will provide customer service and technical support to those clients who consistently pay on time and follow the billing policies.
Hourly Rates: IntuitSolutions will charge $120 dollars per hour for design, programming and advanced support. Work orders, quote agreements completed and advanced support time will be billed to the credit card we have on file. A paid invoice will be emailed to the customer’s contact information email address when the transaction is processed which will include the project ticket number.
Backup File Creation: For JAR File requests, we charge a one-time fee of $120 dollars. For tape backup requests, we charge a one-time fee of $120 dollars.
Monthly Service Fees and Outstanding Balances: Unless otherwise noted on your signed agreement, your first hosting charge is due the day we provision your site prorated to the end of the month, and the first of every month thereafter.
Payments: Payments for monthly site hosting services are due on the first of each month. All payments will run automatically and an email confirmation will be sent to the client. IntuitSolutions offers the following payment methods: Visa, MasterCard and American Express credit cards. No other payment methods will be accepted.
Recurring Transactions: If a recurring credit card transaction is declined or does not settle by the 3rd day after payment is due, a courtesy late-notice support ticket will be opened. It is the customer’s responsibility to keep their billing information updated. Accounts receiving late notices will be marked ‘past due’ on the 7th day after payment is due. Past due accounts must be settled in order for the client to be eligible for Customer Support.
Past Due Accounts: Any communication regarding outstanding balances will be documented on the support ticket we open on your behalf. Past due accounts will be suspended on the 15th day after payment was due. A $120.00 reactivation fee in addition to any outstanding balance will be charged to reactivate suspended accounts.
Account Suspension: Suspended accounts not paid in full by the last business day of the month will be deleted and sent to a third party collection agency. A $120.00 collections fee will be added to any unpaid balance due. Accounts 30-days or more past due may be subject to interest at the rate of 1.5% per month until paid in full. When an account is deleted, all email, web pages or any other data on the servers will be lost and will not be recoverable. IntuitSolutions assumes no responsibility to save for Customer, archive for Customer or deliver to Customer any data files deleted for non-payment. To reactivate service, customers of deleted accounts must bring past due balances, including interest and collection fees current before signing up as a new customer.
Cancellations: Unless there is an agreement in place that states otherwise, customers may request to cancel services at anytime; however a 30 day, written cancellation request is required. This can be submitted via email or via our ticketing system. Cancellation of any accounts by phone will not be accepted. Since all hosting payments are due on the first of each month, hosting cancellation requests must be received 30 days prior to the next scheduled payment. We will answer all cancellation requests promptly, and discuss your final payments etc. at that time. If a written cancellation notice is not received then the service term will renew automatically.
Additional Terms: All dedicated servers or reseller accounts require 60 days written notice prior to subscription renewal date in order to cancel.
No Refunds: No refunds on setup and programming fees. No refunds on SSL Certificates or Domain Name registrations or renewals. No refunds for services terminated due to violations of our Terms and Conditions of service or Billing Policies. No pro-ration or refunds for Customers voluntarily canceling monthly, quarterly or annual accounts prior to the expiration of the term.
Dedicated Server Bandwidth: will be billed according to the 95th Percentile Rule. IntuitSolutions will sample average bandwidth utilization every 5 minutes and store those samples for a period of one month. At the end of the month, all data samples are stored from highest to lowest and the top 5% are discarded. The highest remaining data sample will then be referred to as the “95th Percentile” number. This number will then be used as the basis in computing the bandwidth rate for that particular month over the subscribed bandwidth level. Virtual Website and ProStores Hosting account Bandwidth is measured based on total data transfer.
Disputes: If an already billed amount is disputed, IntuitSolutions will make every effort to resolve the dispute in a timely manner. However, the full balance of the bill must still be paid in full by the due date while resolution is pending.
SSL Installation: Installation of all Secure Socket Layer (SSL) Certificates that are not purchased directly through IntuitSolutions will be billed at our normal hourly fee of $120.00 per hour. A Thawte© SSL Certificate Seal will be installed free of charge for all clients who purchase their SSL Certificate through IntuitSolutions.
Terms, Conditions, and Acceptable Use Policies
These are the Terms and Conditions and Acceptable Use Policies for use of the Internet hosting services provided by IntuitSolutions. By accessing services from IntuitSolutions, you (Customer) agree to abide by these terms and conditions. We reserve the right to change this agreement at any time without notice.
Lawful Use: You are responsible for conforming to all federal, state, and local laws regarding the Internet and electronic communication. You must respect the intellectual property and copyrights of resources provided by others on the Internet. You may not participate in any illegal activities while using your account. You must obey the laws of the United States and other countries that you communicate with over the net. We cannot and do not monitor or control traffic content to/from our service. You are responsible for keeping your activities legal, and for censoring yourself and colleagues. Customer is not permitted to post any material that is illegal, libelous, or likely to result in retaliation against IntuitSolutions. Should the posted material fall into this category, we reserve the right to immediately refuse or terminate service.
Data & Backup: While we do back up our system files and ProStores database files as a courtesy to our customers, we do not back up websites or files uploaded by our Customers unless a data backup service is purchased for the account. This means that if you upload web pages or other personal files to our system or perform customizations to your ProStores store, you must keep a backup on your own machine. Log files and historical ProStores data files may be purged without notice to ensure optimal server performance. Customers are responsible for archiving any and all historical data and log files themselves. IntuitSolutions shall not be held liable for any loss of or damage to Customer files, logs or data of any kind for any reason whatsoever. Customer agrees that IntuitSolutions has the right to delete all data, files, or other information that is stored on IntuitSolutions’ servers and computers upon termination of services, or cancellation of account due to non-payment or violations of our Terms and Conditions of service policies.
Unsolicited Advertising: Unsolicited advertising (spam) via E-mail or newsgroups is prohibited and shall result in immediate account dismissal. “Spamming”, including (but not limited to) mass-E-mailing, cross-posting, or otherwise causing abuse to others on the net is prohibited and will be grounds for immediate account termination. Any actions resulting in spam complaints from end users, other Internet providers, watchdog groups, etc., or construed to be negligent, malicious or a denial-of-service attack is strictly prohibited.
Network Security and passwords: Customer is expected to maintain cryptic passwords keep all passwords secret. Passwords allow access to your private email messages, website and billing information. If IntuitSolutions believes a Customer’s password has been compromised, we reserve the right to change the Customer’s password without notice.
Bandwidth Usage: IntuitSolutions reserves the right to limit bandwidth usage. All customer’s websites need to remain within the bandwidth allowances for their given hosting plan. If bandwidth is exceeded, additional fees will apply. If the bandwidth usage becomes excessive and to the point in which other websites within the shared environment are affected, client will be required to purchase a dedicated server.
Network/Server Performance: Some IntuitSolutions accounts operate on shared resources. Excessive use or abuse of these shared resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account. You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of IntuitSolutions systems or networks. IntuitSolutions reserves the right to terminate or limit such activities.
Domain Names: Customer is responsible for registering and renewing Domain Names and can be renewed using IntuitSolutions Domain Name registration services or any authorized 3rd party registrar.
IP Addresses: Customers may be assigned IP addresses by IntuitSolutions, and must return to IntuitSolutions the rights to IP addresses when service is discontinued.
Refusal of Service: We reserve the right to terminate or refuse service to anyone. We reserve the right to refuse service to users under 18. Misrepresentation of age is grounds for termination. Indemnification – You are responsible for all actions you take or cause to be taken in your use of the service. As a condition of service, you agree to indemnify and hold harmless our officers, employees, agents, and shareholders, for any cause of action originating from use of the service.
Assignment or Transfer: Customer shall not assign or transfer the rights or obligations associated with this assignment, in whole or in part, without the written consent of IntuitSolutions.
Price Adjustments: Customer will have 30 days from notification of price increases to cancel affected service without penalty. Prices may be reduced or new services and options may be put into effect without advance notice.
Limitations of Warranty and Assumption of Risk: Customer uses IntuitSolutions services at Customer’s own risk. IntuitSolutions makes no warranty, expressed or implied. IntuitSolutions shall not be liable for any loss or other damage, including but not limited to special, incidental, consequential, or punitive damages, resulting from any failure to provide service or from any termination of service. This service is provided as is. We are not responsible for hardware or software damage, loss of data, loss of wages, or any other financial or personal loss resulting from the use of, or inability to use, this service. Any liabilities are strictly limited to the amount of the fee paid for services rendered. IntuitSolutions shall not be liable for claims of damages made by any third party for any cause whatsoever.
Hold Harmless: Customer will indemnify and hold IntuitSolutions harmless (including officers, employees, agents, and shareholders) of any and all claims, costs, expenses or liability resulting from any damage to Customer’s business, service, equipment, network, operations, or reputation resulting from IntuitSolutions’ actions or the actions of our partners, contractors or resellers. Indemnification includes, but is not limited to, any government actions, acts of vandalism or other retaliation, and any claims of libel, unfair competition, infringement of any patent, copyright, trademark, service mark, or other intellectual property right, violation of privacy, or other tort.
Arbitration: If any portion of this agreement is found to contradict federal, state, or local laws, the remaining portions will remain in full force until account termination. Both parties agree to submit any dispute relating to the subject matter of this Agreement to binding arbitration, in Philadelphia PA, pursuant to the commercial rules of the American Arbitration Association. The parties surrender and waive the right to submit any abatable dispute to a court or jury, or to appeal to a higher court. The arbitrator(s) shall not have the power to award punitive, consequential, indirect, or special damages. The arbitrator shall have the power to award costs and reasonable attorney fees to the prevailing party.
Revisions: IntuitSolutions reserves the right to revise, amend, or modify this policy, our Terms and Conditions and Acceptable Use Policies and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted here.
Personal Information IntuitSolutions Collects and How It Is Used: IntuitSolutions collects information in different ways from Visitors and Members who access the various parts of our Services. We use this information primarily to provide a customized experience as you use our Services. IntuitSolutions does not share this information with third parties. However, we may disclose personal information collected if we have received your permission beforehand or in very special circumstances, such as when we believe that law requires such disclosure or other special cases described below.
Registration: Members are asked to provide certain personal information when they sign up for our Services including name, address, telephone number, billing information (such as a credit card number). The personal information collected during the registration process is used to manage each Member’s account (such as for billing purposes). This information is not shared with third parties, unless specifically stated otherwise or in special circumstances. However, in instances where IntuitSolutions and a partner jointly promote the Services, IntuitSolutions may provide the partner certain personal information, such as the name and address of persons who subscribed to the Services as a result of the joint promotion for the sole purpose of allowing us and the partner to assess the results of the promotion. In this instance, the partner may not use personal information for any other purpose. If you order products or services directly from IntuitSolutions we will use the personal information you provide only to process that order. We do not share this information with outside parties except to the extent necessary to complete that order.
Responses to Email Inquiries: When Visitors or Members send email inquiries to IntuitSolutions, the return email address is used to answer the email inquiry we receive. IntuitSolutions does not share the return email address with any third party.
Special Cases: It is IntuitSolutions’ policy not to use or share the personal information about Visitors of Members in ways unrelated to the ones described above without also providing you an opportunity to opt out or otherwise prohibit such unrelated uses. However, IntuitSolutions may disclose personal information about Visitors or Members, or information regarding your use of the Services or Web sites accessible through our Services, for any reason if, in our sole discretion, we believe that it is reasonable to do so, including: to satisfy laws, such as the Electronic Communications Privacy Act, regulations, or governmental or legal requests for such information; to disclose information that is necessary to identify, contact, or bring legal action against someone who may be violating our Acceptable Use Policy or other user policies; to operate the Services properly; or to protect IntuitSolutions and our Members. In the event IntuitSolutions, Inc. goes through a business transition, such as a merger, being acquired by another company, or selling a portion of its assets, users’ personal information will, in most instances, be part of the assets transferred.
IntuitSolutions’ Commitment to Children’s Privacy: Protecting children’s privacy is especially important to us. It is our policy to comply with the Children’s Online Privacy Protection Act of 1998 and all other applicable laws. IntuitSolutions recommends that children ask a parent for permission before sending personal information to IntuitSolutions, or to anyone else online. IntuitSolutions’ Commitment to Data Security – Services and Web sites we sponsor have security measures in place to protect the loss, misuse, and alteration of the information under our control. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining this information.
How to Access or Modify Your Information: IntuitSolutions offers Members the opportunity to access or modify information provided during registration. To access or modify such information, contact our Customer Service Department at 866.590.4650. Revisions to This Policy – IntuitSolutions reserves the right to revise, amend, or modify this policy, our Terms and Conditions agreement and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with the Terms of Service Agreement.