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Service Agreement
This agreement is between IP Mirror and the party as specified in the on-line application (CLIENT). IP Mirror reserves the right to modify this agreement at any time, effective upon posting of the modified Policy to this URL: http://www.ipmirror.com
This agreement covers the web design and maintenance services only.
The Web Design Project will be developed using the appropriate software depending on the CLIENT’s request.
IP Mirror reserves the right, and the CLIENT hereby agree, to assign subcontractors when necessary to insure that the terms of this agreement are met as well as on-time completion.
Designing a website to fully work in multiple browsers (and browser versions) can require considerable extra effort. It could also involve creating multiple versions of code/pages. IP Mirror warrants that the website we design for you will work in Microsoft Internet Explorer versions 6 and up; or Mozilla Firefox version 1.0 and up, unless CLIENT specifically request that the site be compatible with other browsers. While IP Mirror will make reasonable efforts to design a fully-functional website, IP Mirror’s warranty does not cover AOL, text-based browsers or requested special effects that we have advised you against.
Approximate turnaround time for each plan is specified at the website. It starts after the CLIENT submits all of the website content to Provider.
IP Mirror provides online tool for content submission and will accept every other reasonable communication like e-mail, Postal Service, fax etc. IP Mirror assigns a Project Manager to each design project. The Project Manager is available to CLIENT 8 hours per day, 5 days a week to facilitate the content submission and to answer questions. It is CLIENT’s responsibility to provide all the content in a timely manner. Design work will not start before all content is submitted.
IP Mirror and the CLIENT must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than thirty (30) days after CLIENT has submitted all necessary materials. If the CLIENT does not supply to IP Mirror with complete text and graphics content for this Web Design Project within sixty (60) days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by IP Mirror as liquidated damages and the contract shall become null and void, at IP Mirror’s option, unless the Web Design Project is cancelled in writing by the CLIENT prior to sixty (60) days of the effective date of the agreement.
IP Mirror will deliver (install) the final website design project to a valid web address specified by the CLIENT upon receipt of final payment or delivered via data media such as diskette or CD upon the receipt of full payment. The CLIENT understands that IP Mirror recommends using IP Mirror's hosting services in connection with this Web Design Project. The CLIENT may elect to use a third party hosting service. If the CLIENT uses a third party host, the CLIENT agrees to select a hosting service which allows IP Mirror full access to the CLIENT's account via FTP (File Transfer Protocol), and that the host's software be compatible with IP Mirror’s web design software. The CLIENT will be solely responsible for any and all third party hosting service charges. IP Mirror’s fees for web design on a third party hosted site may be higher than a website design project hosted by IP Mirror. If CLIENT switches to a third party host during the construction of the website design project, or at any point after construction, IP Mirror reserves the right to adjust it's construction or maintenance fees for third party hosted sites. If the CLIENT chooses to take delivery of the website design project via data media such as diskette or CD, the CLIENT assumes all responsibility for the use and functionality of the Web Design Project.
CLIENT agrees to accept the design within 3 business days after the notification of delivery. Mechanical errors can be reasons for non acceptance (rejection). Examples: someone else’s website was delivered by mistake, missing pages, broken links, missing content etc. Design quality can not be a reason for rejection. Examples: don’t like the design, expected something else etc. can not be reasons for rejection. If CLIENT does not respond to inquiry for acceptance within 3 business days the work will be considered accepted. CLIENT certifies the acceptance by signing an Acceptance Form. CLIENT agrees to sign and fax back the signed Release Form within 3 business days from notification.
The CLIENT unconditionally guarantees that all materials and the copyright therein, including but not limited to text, graphics, photos, designs, trademarks, or other artwork furnished to IP Mirror for inclusion in the Web Design Project are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend IP Mirror and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the CLIENT.
Copyright to the web design source code shall remain the property of IP Mirror. Once final payment under this agreement and any additional charges incurred have been paid, CLIENT is granted the right to use the Web Design Project as a website and to modify the design, graphics, text and layout of the website without further authorization from IP Mirror. Rights to photos, graphics, source code, work-up files and computer programs that are not created by IP Mirror remain the property of their respective owners. CLIENT is the copyright owner of the content (text, pictures, software etc. provided by the CLIENT) unless CLIENT uses someone else’s copyrights with permission. Rights to IP Mirror are specifically not transferred and remain the property of IP Mirror. IP Mirror and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Web Design Projects may contain a copyright/legal statement, an email link to the project webmaster, or a text/logo linked to IP Mirror's Website. CLIENT is notified hereby that there are severe penalties provided by the Law for Copyright infringement. CLIENT will be fully responsible for copyright infringement of any and all of the content provided by CLIENT including but not limited to text, pictures, photos, software, data bases etc.
There are certain limits to each plan. Those include number of pages, number of concepts to choose, number of color schemes, etc. Those limitations are listed clearly at the website. Each term is explained at the website as well. CLIENT agrees to abide by those limitations. CLIENT agrees to pay additional cost if he chooses to exceed such limitations. IP Mirror will notify CLIENT about such extra charges and will proceed only with CLIENT’s approval.
CLIENT has the option to order any kind of web design, software design, software programming, logo design on a full custom basis. In this case customer pays per hour. The hourly rates are listed at the website. Some custom work carries minimal hours. CLIENT understands that design is not exact science and that results may vary. CLIENT trusts IP Mirror based on his own research, review of previous work etc. CLIENT will be responsible for the payment of the hourly fees regardless how satisfied or unsatisfied with the result he is. Estimates may not be accurate. CLIENT pays per actual hours not per estimate. CLIENT may set limits and the work will stop when the limit is reached.
IP Mirror will offer a number of standard “add on” features at flat rate. CLIENT agrees to pay such flat rate for the feature “as is”. If CLIENT requires additional features he agrees to pay for the extras on per hour basis.
CLIENT agrees the text and logo “Design by IP Mirror” to be placed at the bottom of each and every web page designed by Provider. The text and logo will be linked to IP Mirror’s website. IP Mirror reserves the right to enforce the logo display by technical means.
IP Mirror is not responsible for lost content or lost User Data. User Data typically includes data entered by CLIENT or site visitors into a database and stored on a Hosting Service. At CLIENT’s request and at CLIENT’s expense, IP Mirror can design a backup system capable of creating backup files which allow CLIENT Data to be stored at a remote location of CLIENT’s choosing, such as a burnable CD or DVD which can then be stored in a safety deposit box. Testing, storage and the reliability of backup data, restoration capabilities, and inclusion of all User Data is the sole responsibility of CLIENT. Backups of user data are intended for disaster recovery, not the restoration of individual files. IP Mirror will backup the website files that we create in a manner and frequency of our choosing. Modifications to website files may mean a backup will not exist for the exact time and date a CLIENT may request, therefore we make no guarantee as to the existence of backup website files.
IP Mirror is offering and CLIENT has the option to subscribe for website maintenance services. Maintenance plans vary depending on the needs of the CLIENT. The maintenance plans and the fees are listed at the website. The terms and conditions for each plan is listed at the website.
Provider will apply the best efforts to provide the best possible quality. As with any design work CLIENT’s satisfaction can not be guaranteed. IP Mirror will not take returns and refund fees based on quality issues.
Prices of goods and services, delivery and other charges displayed on IP Mirror’s website are current at the time of display. These prices are subject to variation without notice. We will always attempt to be as accurate as possible with our product descriptions and pricing. However, we are unable to warrant that product descriptions or other content of the website is accurate, complete, reliable, current or error free.
Orders will not be dispatched until payment in full has been received and IP Mirror is satisfied with the integrity of the order. IP Mirror reserve the right not to provide goods or services, or cancel orders (or part thereof) at our sole discretion at any time and we will not be held liable for loss or damage arising from the exercising of these rights. If you need to cancel an order, please contact us immediately. Once we have accepted payment for an order, cancellation of the order is within our sole discretion. Orders that cannot be cancelled will be subject to our terms and conditions relating to returns and exchanges.
We reserve the right to cancel your order if verification fails. This is as much for your security as it is for ours. By following the instructions below you can ensure the verification process is successful:
- Provide the billing address details for the card used.
- Provide a copy of the front and back of the credit card
- Complete our credit card authorization form
IP Mirror will pass on any information relating to suspected fraudulent activity to appropriate authorities.
All written information provided by CLIENT to IP Mirror that is marked "Confidential" or provided verbally and confirmed in writing within 30 days as being confidential, shall be kept in confidence by IP Mirror until such time as the information becomes lawfully known to the public though publication of the web design or otherwise. This obligation shall not apply to information that is already known to IP Mirror at the time of disclosure by CLIENT.
IP Mirror has the right to change the price of the services to reflect a change in the cost of the service, or other reasons.
CLIENT agrees to pay for the services the fees as specified at the website.
CLIENT agrees to pay upfront for all “flat fee” services and upon receiving of invoice for all hourly bills or invoice for progress payments. For orders made online through IP Mirror website, CLIENT agrees to pay the fees upfront which include packaged design plans and website maintenance. Payments must be made promptly based on the terms of this Website Design Project. IP Mirror reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. All payments are to be made within 30 days after completion and approval of the Web Design Project by the CLIENT. In case collection proves necessary, the CLIENT agrees to pay all fees (including all attorney's fees and court costs) incurred by that process. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in the currency as stated in the invoice issued by IP Mirror.
Payment for services provided hereby shall be made in accordance with the terms and conditions set forth in the quotation to the CLIENT.
CLIENT agrees to pay additional late fee of 1.5% per month on the outstanding amount.
IP Mirror will not refund collected fees unless such refund is explicitly authorized by this agreement.
The nature of the design work is such that it can not be “returned”, therefore cancellation of work in progress is not permitted. The “work in progress” starts when IP Mirror receives confirmation from the CLIENT via returned signed quotation. Should the CLIENT abandon the web design project, no refund will be made.
CLIENT agrees not to approach IP Mirror's employees with proposals to hire them as his own employees or contractors. If CLIENT were to hire any of IP Mirror’s employees, CLIENT agrees to pay IP Mirror for each employee thus hired customary fees charged by top employment agencies plus 60% surcharge.
Other services provided to CLIENT by IP Mirror, including but not limited to hosting, domain names and web marketing services, shall be provided to CLIENT for a fee to be agreed at the time CLIENT requests such services. Other services provided by IP Mirror are subjected to its respective agreement.
This agreement is terminated upon the acceptance of the design work by the CLIENT, however the obligations of the CLIENT to pay outlined in Clause 26 above remain after the termination of this agreement. This agreement will not terminate if CLIENT has purchased maintenance plan. In this case the Agreement will remain in full force as long as CLIENT has his maintenance account with IP Mirror.
This Agreement constitutes the entire understanding and contract between IP Mirror and the CLIENT and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein. Any changes or modifications thereto must be in writing and signed by both parties.
The CLIENT agrees that the 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, and will hold harmless, protect, and defend IP Mirror and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the CLIENT's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
This Agreement was entered into in Singapore and its validity, construction, interpretation and legal effect shall be governed by the laws and judicial decisions of Singapore applicable to contracts entered into and performed entirely within Singapore.
Any dispute arising under this agreement shall be resolved by binding arbitration in Singapore and under the laws in Singapore.
38. LIMITED LIABILITY. IP MIRROR SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA, LOSS OF PRIVACY, DAMAGES TO THIRD PARTY EVEN IF IP MIRROR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIMS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. FURTHER, PROVIDER WILL NOT CENSOR ANY CONTENT ON THE INTERNET. IT WILL BE CLIENT'S RESPONSIBILITY FOR THE USAGE OF HIS CONTENT AND ANY CONSEQUENCES OF THIS USAGE.
CLIENT shall indemnify, protect and hold IP Mirror harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, including consultants' and attorneys' fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to the web design and other services provided by IP Mirror to the CLIENT.
Notwithstanding anything to the contrary contained in this agreement, neither IP Mirror nor any of its employees or agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the CLIENT. In no event will IP Mirror be liable to the 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 this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, or your site visitor's computer or internet software, even if IP Mirror has been advised of the possibility of such damages.
If any provision of this Agreement shall be unlawful, void, or for any reason, unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement, which shall remain valid and enforceable according to its terms
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