Terms and Conditions

 The following terms and conditions apply to all services, including website development and design services, digital marketing and strategy services (the Services) provided by Averhead Solutions Ltd  to the Client, in conjunction with any relevant quotation provided to the Client by Averhead Solutions, unless otherwise agreed in writing. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms.

You will be referred in this document as “Client”, “customer”, “you”, “your” and Averhead solutions  as the “Service Provider”, “we”, “us” “our”.

COMMON TERMS & CONDITIONS FOR OUR SERVICES 

• Authorized representative of the Client certifies that he or she is at least 19 years of age and legally capable of entering a contract in the Province of British Columbia on behalf of the Client
•  The Client is engaging the Service Provider, as an independent contractor for the specific purpose of designing and setting up new accounts for the purchased Services. If need be, the Client hereby authorizes the Service Provider to access their pre-existing accounts allowing “write permission” and authorizes the Agent, Company, Associates and the Account Provider to provide the Service Provider with permission for the Client’s accounts, and any other login, access information or programs which need to be accessed. The client also authorizes the Service Provider to use the login information to access any third-party accounts associated with the purchased Services or site from where the Client would like the Service Provider to access licensed images, copyrighted text and other technical information, configurations, audio, video, media and content useful in designing and developing the purchased Services.
• This agreement contemplates that all links provided by the Client have been verified and approved for use on the Client’s Services. The Service Provider takes absolutely NO RESPONSIBILITY in ANY suit(s) that are directed to the Client from links that have not been approved for use on the Client’s account and Services.

Project Terms  

• All estimates/quotes are based on our understanding of your requirements and as per given time-frame. Any changes to the functionality including micro-improvements, may incur additional costs accordingly. Please ensure and clarify our understanding in a face to face meeting.
• By accepting a quote, you agree to and accept the terms and conditions of Averhead Solutions Ltd. Acceptance can be verbal, by email, payment of Initiation, signing a quote.
• Clients to ensure that we have included all requirements in the quotes/proposals/estimates and that we fully understand their requirements. Clients must provide us with clear guidelines along with the flow or specific details they may require. When such details are not provided, we will proceed with our understanding of the requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that you have been quoted on the right requirements.
•  Any complexity related to specific tasks, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by Averhead Solutions .
• There are limited man-hours allocated to each task including Project Management and Digital Strategist/Business Analyst. Minor changes may be included within the allocated hours. This will be analysed on a case-by-case basis.
• Averhead Solutions  will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.
• Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs.
• Any bugs (programming errors) reported during or just after the development does not attract additional charges.
• Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges.
• Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will Averhead Solutions  be liable for any delays caused by change in the project brief.
• Website/application content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
• Our websites/applications are generally tested on PCs and include near recent versions of following browsers: IE, Firefox, Chrome & Safari. If you require testing to be done on any other browser, please let us know in advance.
•  Responsive/multi-device compatible web pages are tested on iPhone and iPads. If you require testing to be done on any other device, please discuss it in advance.
• If your website/application is not hosted on a averhead’s server, any additional man-hours that may be required due to any server or network related issues are not covered in our quotes and may be charged separately.
• Please note that at any stage during the project, stalling of the project for over two calendar months will incur $99/month administration costs. Furthermore, it may increase the previously approved estimates. If you require the project to be put on hold, please advise us in writing in advance. To put the project on hold without incurring additional charges, we will need the account to be up to date based on the work done. Further details can be discussed if such a situation arises.

• The website or software application will be designed to be deployed on the web, via using a commercial grade web-server or a similar setup. Based on your website traffic, the website may not perform if deployed on a generic office network environment.
• Depending upon the functionalities required, there may be 3rd party components such as Third Party Payment Gateways or SSL certificates involved in building a website/application. Although Averhead Solutions  does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs (such as SSL, Payment gateway, Google Adwords, Plug-in licenses etc) are not included in our quotes unless otherwise specified.
•  Averhead Solutions  takes no responsibility of any open source products such as WordPress, Open Source carts, Joomla etc. It is clients responsibility to update all components and third party softwares. We suggest you to take regular back-ups to avoid any disruptions.
• Averhead Solutions  offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
• The client must recognize that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
• Domain registration/renewal etc charges are not included as a part of any project/proposal unless mentioned otherwise. If required, a quote for which will be submitted separately and approved by the client.
• Hosting charges are not included in the quotations unless mentioned otherwise. Averhead Solutions  can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client. Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Averhead Solutions  will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
• Averhead Solutions  generally builds and tests the websites/applications on our own servers or hosted domains. Averhead Solutions  cannot give access to their test servers and test websites to the clients or any third party. The website/application can be transferred-off to a nominated 3rd party server upon full payment of all invoices and dues.
•  Notwithstanding any other provision in the agreement, in consideration of the Customer entering into this agreement with Averhead Solutions , upon full payment of any outstanding invoices, Averhead Solutions  will grant an unconditional license to the Customer to reproduce, publish, communicate, use, exploit, vary, or otherwise deal with 1) the graphics, 2) texts and 3) images used in the published website and associated of form and functionality. This will not include the intellectual property relating to the production of the website including the digital strategies, programming codes, database structures, scripts, forms or functionalities.
• Once the website/application has been made live on the client’s domain, it is their responsibility to take regular full back-ups and to update all components and third party softwares.
• We consider ourselves to be very flexible and adaptable and approach all requests with a ‘can do’ attitude. If you require something changed, please feel free to discuss with us. Please contact us if you require further details or have any questions. We look forward to working together with you on your project!
• The Service Provider, its employees, and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Service Provider including strategies, vision, information mind maps, training to another party.
•  Notwithstanding the above, Client’s exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Client paid during the term of this contract and any reasonable legal fee and court costs.

 Payment / Refund terms

• All prices are quoted in Canadian dollars. And does not include GST unless specified.
• Unless stated in our quotation or invoice, the Client agrees to pay the Service Provider full cost upfront for all / any Services
• The payment can be made in the form of an online Credit Card Payments, Bank Draft, Money order, Cheques, Bank transfers, email transfers. Payment through Zoho accounting software uses  secure stripe gateway to process credit/debit cards.
• All invoices are to be processed as per the schedule via your preferred method of payment.
•  Milestone payments must be made within 5 working days of each milestone/schedule, unless mutually agreed otherwise. Final payment must be made prior to website/application/project going live.
•  Receipt of payment is deemed as acceptance of the quote, milestone, delivery, project and terms & conditions.
•  Averhead Solutions reserves the right to negotiate and refund appropriate portion of the amount paid by customer towards the requested service. If you cancel your order after making the payment, but the work has not commenced, we will refund 75% of the payment that you have already made. If the order is cancelled after the commencement of work, the maximum refund or charge will be 50% of the invoice. There will be no refund or adjustments if cancellation is called when more than 50% of the work has been completed. All cancellations must be received in writing and can be sent via regular mail, email or fax. Telephone requests on cancellations will not be accepted.
• For minor or once-off works, payments need to be made either in advance or as per the terms mentioned in the invoice/proposal. If you require any changes to the terms, you must inform us in writing (emails accepted) within two working days of the receipt of the same.
• Late fees and charges: All outstanding invoices will incur a late payment fee of 5% of the pending amount and an administration fee of $5.50 per month, from the due date.
• Due date: Is the date on which the payment is due as per the terms on the invoice/proposal
• Outstanding Invoice: An invoice is deemed to be outstanding if the payment is still due after 30 days of the expiry of the due date.
• Debt Collection: Client is provided a further 7 days after late payment fee is applied to pay the invoice. Failure to pay will result in the outstanding amount referred to a debt collector. Averhead Solutions will not be liable for any costs or charges associated with the recovery of the outstanding amount. Any charges associated with the recovery of the outstanding amount (debt collectors, administration charges, legal fees) will be referred to the client for processing.
• We reserve the right to remove all web content, designs, development from the Internet if payment is deemed outstanding. 
•  If you are late with a payment or have any queries regarding the Invoice, please contact Accounts Manager immediately on receiving the invoice or reminder emails.
•  All communications/correspondences are generally done via emails. It is client’s responsibility to keep us updated with their relevant email addresses.
•  Any payment relating to the domain name registration renewal or hosting or  emails or  any 3rd party products or service purchased on behalf of the client will have to be paid in full and is non-refundable. In case of all renewal cancellations, we must be notified atleast 30 days before the renewal date.
•  Averhead Solutions generally builds and tests the websites/applications on our own servers or hosted domains. The website/application will be transferred-off to the nominated 3rd party server upon full payment of all invoices and dues.

Digital Marketing Package  or Digital Strategy Package Terms:

• All digital marketing/strategy packages are for a minimum of 3 months period. Thereafter, cancel anytime with clear one month email notice.
• They are billed monthly and are payable by the 1st of every month.
• Packages are designed with keeping in mind Digital Marketing/Strategy requirements of our clients. There are specific man-hours allocated each month and any unused man-hours are not rolled over to the next month. No third party softwares or marketing expenses are included.
• Averhead employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused man-hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
• Any extra hours used may be billed separately. Any urgent tasks will be charged separately.
• Support requests need to be sent via email to averheadsolutions@gmail.com

Digital Marketing Payment terms

• Payable by the 1st of every month. We strongly recommend our clients to have a direct debit set-up for the same.
• An administrative fee of $25 will be charged to the clients account for any late payments or declined credit card charges.
• There are absolutely no refunds for any fees related to the digital marketing/strategy package.

Termination

• All digital marketing/strategy packages are for a minimum of 3 months period. Thereafter, cancel anytime with clear one month email notice.
• Averhead reserves the right to terminate at anytime with written notice to the Client.

Annual Maintenance Package Terms

• All maintenance packages are for a minimum of 12 months period.
• Maintenance packages are billed annually.however are paid monthly via direct debit on the 1st of every month.
• Packages may include 12 months basic website hosting, email hosting and DNS hosting.
• Packages are designed to serve website maintenance tasks only. The hours may not be used for projects such as full redesign or major functionality add-ons.
• Does-not include any Digital Strategy, Business Analysis, Solution Architect, SEO and Digital Marketing work.
• Work-hours are tracked in 15minutes blocks. The support time includes periodical  full backup of your website, updating your CMS and plugin versions along-with any website fixes that may arise as a result of the updates. Any remaining hours can be used to make changes to the website. 
• Averhead employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused man-hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
• Any extra hours used will be billed separately @ $50/hour incl GST.
• Support requests need to be sent via email to support@synapseworldwide.com
• Any urgent tasks will be charged separately.
• The package is auto renewed every year on its anniversary date.

Maintenance plan Payment terms

• Monthly maintenance package fees require credit card payment only. No other forms of payment will be accepted for monthly maintenance.
• Monthly maintenance package fees will be charged to the clients credit card on file on the 1st day of every month.
• An administrative fee of $25 will be charged to the clients account for any late payments or declined credit card charges.
• More than three missed payments in a year may attract termination of the package and the client will need to pay immediately the entire remaining amount on the package.
• There are absolutely no refunds for any fees related to the monthly maintenance package.

Termination

• In case Client need to cancel the auto annual renewal, please inform us in writing (email) at least one month prior to the renewal date.
• Ongoing term: For any reason if the Client decides to terminate an on-going maintenance package then they will need to pay the balance amount of the remaining months.
• Overhead Solutions reserves the right to terminate annual maintenance at anytime with written notice to the Client.

E-mail Assistance:

• The Service Provider may offer e-mail assistance to Clients. This includes a provision to assist the Client with e-mail setup.
• Current e-mail clients supported by the Service Provider include all versions of Microsoft Outlook Express and Outlook for all Microsoft Office products.
•  In some cases where the e-mail setup is not successful, the Client may have to contact their Hosting or Email company for further assistance. 

Disputes, Liability and Indemnity 

• In an event of a dispute, Averhead Solutions reserves the right to charge the client in full for the work done as well as for the resources spent in managing the dispute. In such an event, Averhead Solutions reserves the right to charge the client without honoring any discounts that were previously honored in good faith. Under no circumstances will Averhead Solutions be liable for any damages arising from misrepresentation or misinformation.
• Averhead Solutions reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.
• Averhead Solutions provides its services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation. We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
• Relationship of Averhead Solutions with its suppliers, partners and sub-contractors is of an independent nature. None of the parties have any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.
• The Client agrees that any material submitted for publication will not contain anything leading to abusive or unethical use of the Service Provider. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of illegal activity, and any infringement of privacy. The Client hereby agrees to indemnify and hold harmless the Service Provider from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Service Provider will not publish information over the Internet which may be used by another party to harm another. The Service Provider will also not develop pornographic or illegal software for the Client. The Service Provider reserves the right to determine what is and what is not suitable.
• The Client represents to the Service Provider and unconditionally guarantees that any elements of text, graphics, photos, designs, audios, videos, trademarks, or other artwork furnished to the Service Provider via Email, Phone, Internet, On-Paper, in-meeting and otherwise, for inclusion in the Client’s web site 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, and defend the Service Provider and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. The client agrees that any content used while developing the website is owned by the client and Under no circumstances will the Service Provider be liable for Client’s Content or the content of any third party, including, but not limited to, for any errors or omissions in the Client’s Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise. The Service Provider will not be liable for any Copyright Infringements.
• The Client agrees that it shall defend, indemnify, save and hold the Service Provider harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees associated with the Service Provider’s development of the Client’s Services. This includes Liabilities asserted against the Service Provider, its subcontractors, its agents, its clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. The Client also agrees to defend, indemnify and hold harmless the Service Provider against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business. Under no circumstances, including negligence, shall the Service Provider, its officers, agents or anyone else involved in creating, producing or distributing service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to the Service Provider records, programs or services.
• Averhead Solutions will not be liable for any breach of the agreement which is caused by a matter beyond its reasonable control including but not limited to Act of God, fire, lightning, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities
• Averhead Solutions offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.

Intellectual Property

• All content of this website is a property of Averhead Solutions unless otherwise specified. Averhead Solutions reserves the right to change the content or policies without any prior notice.
• The project related copyrights can be transferred to the client, after the full payment of the project and upon signing the Certificate of Acceptance..This ownership is to include design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this development. All materials developed that are intended for publication to the web remain the property of Service Provider until such time as final payment for the development has been tendered by the Client.Averhead Solutions reserves the rights to refuse the transfer of ownership if irregular circumstances arise
• Copyrights handed over to the client do not include rights to re-use the code for another website or re-sell the programming codes for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.
• In an event of a Webmaster change, site owners are not allowed to display the credits to the new website, unless such time that the website functionality and appearance is changed by over 50% of our original work.
• The client agrees that the Service Provider may put a byline on the bottom of their web site, establishing design and development credit. The client also agrees that the web site, graphics, video, audio and any development created for the Client will be included in the Service Provider’s portfolio.

Changes to These Terms and Conditions

• We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
• By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the our Service

Contact Us

• If you have any questions about these Terms and Conditions, You can contact us by emailing to averheadsolutions@gmail.com