Overview

We don’t want to get wrapped up in a bunch of legal mumbo jumbo, but it does make sense for any professional company to base its customer relationships upon a set of conditions. Therefore, we recommend that all our existing and potential clients familiarize themselves with these Terms of Service.

Rare Pearl Design, a Nova Scotian partnership (”we”) values our clients and wishes to provide them with the best possible design, development, and marketing experience. To offer you the best service possible, you and our other clients need to accept and follow the policies and service agreements on this page. These policies and service agreements are intended to permit our service to be available to all our clients as consistently and efficiently as possible. By subscribing to, or utilizing our services, you agree to abide by and accept these policies and service agreement.

Please read the terms and conditions carefully but also contact us if you have any questions. We reserve the right to update these terms and conditions at any time without prior notice. The latest version of our terms and conditions can always be found here, on the terms page of our website.

Design, Development, and Marketing Services

Project Acceptance or Refusal: Rare Pearl Design reserves the right to refuse to construct a website which we may judge as unfit due to content or otherwise. This includes, but is not limited by, websites containing adult oriented material, websites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and websites which infringe copyright or are contrary to Canadian or US laws. The acceptance of a commission shall be deemed as a contractual agreement between the client and Rare Pearl Design and agreement to the terms and conditions herein.

Project Timeframe: Rare Pearl Design cannot always guarantee to start work immediately on a commission, but will arrange a date with the client as to when work can commence. Rare Pearl Design accepts no responsibility for delays caused by suppliers or contributors including, but not limited to, contributions that are to be made by the client. If a delivery schedule is not explicitly stated in the specification then Rare Pearl Design will deliver the commissioned body of work within a reasonable time according to the amount of work necessary to complete the commission.

Quotes and Proposals: Rare Pearl Design will produce a detailed proposal and specification for the commission in collaboration with the client. When engaging the services of Rare Pearl Design the proposal and specification is deemed to be the full body of work to be completed. If, following approval of the specification and during the website development process the client wishes to make changes to the specified work then Rare Pearl Design will produce a revised quotation that defines any extra charges to be incurred. Acceptance of this further quotation will be taken as agreement to commission a separate body of work from that defined in the original proposal and will not supercede or cancel the original agreement except when explicitly stated. Quotations for services will be valid for one calendar month from the date of invoice. All quotations are excluding tax which will be applied at the rate applicable at the time invoices are raised.

Intellectual Property and Copyright: All material, both text and images, supplied by the client will remain the client’s property. The client is responsible for securing all necessary licenses or permissions for content that is supplied to Rare Pearl Design. All such material supplied by the client will be assumed to be the property of the client and therefore free to use in any development without fear of breach of copyright laws.

The copyright for all material provided by Rare Pearl Design and its suppliers, such as code, graphics, photographs, images and text, will remain the property of Rare Pearl Design. Rare Pearl Design reserves the right to display our logo or name within the finished product. The Rare Pearl Design logo or name will be displayed at the bottom of every page within the website copyright. If you would like to have our name removed from your web pages this will need to be agreed upon at the beginning of the website design. The copyright text is a small size, and located on the bottom of the page. The text is colored similar to the background so that it is less noticeable.

Standards & Accessibility: Rare Pearl Design makes every effort to design our websites to display correctly in standards compliant browsers by complying with the World Wide Web Consortium and using their automatic validation tools for HTML, XHTML and CSS. Rare Pearl Design cannot accept responsibility for pages which do not display correctly in new versions of browsers released after pages have been designed, or old browsers which are no longer supported. Rare Pearl Design can accept no responsibility or liability if any search engine, online directory or search website does not index the web website fully or display the web website in search results.

Errors and Omissions: It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Rare Pearl Design is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.

Payment & Pricing: A payment of 25% of the full charges are due prior to starting work on a project. When both Rare Pearl Design and the client agree that the website meets the criteria agreed upon during the commissioning process, another payment of 25% is then due. The client will then be billed for the remaining 50% after publishing the website to its the final server, or provide the source code for the website via a download (or cd-rom disk) for the client to upload to their own server. The client assumes responsibility for the upload to their own server.

All invoices are due within a maximum of 14 days for projects with a total value less than or equal to $1000 CAD, or 1 month for projects with a total value greater than $1000 CAD unless stated otherwise. Any variation in payment terms will be clearly stated in the quotation for the body of work. Variation to the payment terms do not affect the remaining terms and conditions as described in the rest of this document. Any payment returned by the bank or credit card company will incur a $50 administration charge. This will be invoiced and will be added to the total outstanding debt owed by the client.

Any late payments made in relation to amounts owing to Rare Pearl Design and its suppliers that are received outside the 1 month invoicing period will be subject to a 5% interest in respect of each reminder letter or email sent. If any additional administration work or outside agency is used in collecting the debt then these costs will be added to the account.

Rare Pearl Design and its suppliers reserves the right to alter prices at any time without notice. If a client has commissioned any services from Rare Pearl Design and its suppliers prior to a change in prices, that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.

Cancellation: If at any point during the website development process a client wishes to cancel, they may do so but will be invoiced an amount that Rare Pearl Design deems to be appropriate for the amount of work completed on the commission up to the point of cancellation. We will make every reasonable effort to supply the work done to the point of cancellation immediately following receipt of all outstanding payments. We will charge a reasonable fee for any extra time spent in transferring the work already completed to the client or any person or persons nominated by the client and include these in a final invoice prior to transfer of files. Rare Pearl Design will not be liable for support or further services to the client or their nominees unless arranged by agreement. If, during the website development process, the client does not supply the content required in order to complete the commission within a reasonable amount of time (3 months), we will assume that the client wishes to cancel the commission, and the above will then apply.

Maintenance & Updates: Rare Pearl Design does not undertake to maintain or update a client’s website as part of the design commission. If a client wishes Rare Pearl Design to maintain or update a web website as a separate commission, we offer a maintenance contract appropriate to the amount of work required. Web website maintenance may also be undertaken on a time and materials basis if the client so wishes.

Hosting and Domain

Hosting: We do not host any websites for any project on our own servers and are not responsible for the content held on any server recommended by us in a commission. The client is responsible to obey all rules, regulations, and terms of service as set forth by the selected hosting provider. All hosting issues and inquiries are to be made to the selected hosting provider and not Rare Pearl Design unless agreed upon by a separate hosting maintenance commission.

Domain Names: We do not register domain names under our business for our clients but can register on behalf of a client as agreed upon in the proposal or specification, which will require a payment of 100% of our domain name registration fee. The client, whom we are acting on behalf to register a domain name, must also comply with the terms and conditions of the registration organization for that country’s domain as detailed below. Domain registration fees are non-refundable if the domain specified proves to be unobtainable – an alternative domain is then chosen. The clients provided name and address will appear as the registrant and certificates of ownership will be issued by registration authorities.

All services

Infringement: You may not use our services or servers to post or disseminate in any manner, any information or material which infringes the intellectual property rights or other proprietary rights of any third party, including, without limitation, material protected by copyright, trademark, patent, trade secret or other intellectual property right used with proper authorization. Infringement may result from, among other activities, the unauthorized copying and posting of pictures, logos, software, articles, musical works and videos. You shall comply with the Digital Millennium copyright Act (”DMCA”). Please contact us regarding DMCA notifications of claimed copyright infringements

Warrantees Disclaimer: You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an “as is,” “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Governing Law and Jurisdiction This agreement shall be construed under the provincial laws of Nova Scotia, as well as federal laws of Canada. In the event any dispute arises under this agreement or in any manner concerning the subject matter thereof, the parties agree that any such dispute shall be subject to binding arbitration only, and the parties expressly waive any and all rights they may have to otherwise proceed with such dispute resolution in a court of law. Any and all binding arbitration proceedings shall be undertaken as “fast track” proceedings and shall only be commenced in Dartmouth,Nova Scotia. Each party shall bear its own costs and expenses of such proceedings, including any and all resulting attorney fees; provided, however, that the prevailing party in such proceedings may have the right to recover attorney fees against the opposing party if such fees are otherwise recoverable in disputes of that type under the laws of the Nova Scotia. This paragraph is intended to be and shall be construed as a forum selection clause, and the parties agree to bound hereto.

Acceptance of Agreement

You acknowledge that you have read this agreement and agree to all it’s terms and conditions. You have independently evaluated the desirability of the service and are not relying on any representation agreement, guarantee or statement other than as set forth in this agreement.

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