Terms & Conditions
- 1.1 In these Conditions, the following words and expressions shall have the meaning set out below:
- Agreement means these Conditions read in conjunction with the Specification and Letter of Engagement.
- Client means the individual or business named on the Specification attached.
- RootQuotient is a trading name of RootQuotient Technologies Inc. (Company No:BC1217426).
- Project means described by the Specification and governed by this Agreement.
- Specification means the Project details in or annexed to the Letter of Engagement.
- 1.2 The construction, validity and performance of these Conditions and this order shall be governed by the laws of Canada.
- 1.3 All services provided by RootQuotient to the Client shall be governed by these Conditions not withstanding other terms stipulated at the point of order.
- 1.4 If there is any conflict between these Conditions and any other agreement made between RootQuotient and the Client, these Conditions shall prevail.
2. Projects' Deal and Development
- 2.1All specifications and conditions are drafted in the Letter of Engagement with respect to the assigned project.
- 2.2Prices are stated in the Letter of Engagement provided by RootQuotient are valid for 30 days of the date specified in the drafted agreement. RootQuotient reserve the right to withdraw the terms prior to approval by the Client.
- 2.3 Projects' will only be developed, based on the client's specfications defined in the Letter of Engagement
- 2.4 Terms will not be deemed accepted until RootQuotient receive the Letter of Engagement and the Specification signed by the Client.
- 2.5Subject to payment of the Fees and the provision of client content by the Client, RootQuotient agrees to design and implement the Project using reasonable endeavours and in accordance with the Specification, the Letter of Engagement and the other provisions of this Agreement.
- 2.6RootQuotient shall notify the Client when the Project or any agreed part is available for approval testing. The Client shall advise RootQuotient of any errors in that version of the Project within 20 working days of notification by e-mail. RootQuotient will use reasonable endeavours to correct such errors.
- 2.7 If the Client notifies RootQuotient of any amendments to the original specification, the provisions of clause 3 shall apply.
- 2.8 If the Client does not notify RootQuotient of any errors within 20 working days of the Project being available for acceptance testing, the Project will be deemed to have been completed to a satisfactory standard and payment will be due in accordance with clause 4.
- 2.9 RootQuotient reserve the right to assign subcontractors to complete part or the whole of the Project.
3. Improvised Specification
- 3.1 Any improvisations to the Specification must be sent to RootQuotient by the Client in writing by e-mail. RootQuotient will assess the amendments required and discuss with the client an improvised Specification.
- 3.2 RootQuotient reserves the right to charge for any additional work and will provide the Client with an additional quotation as part of the improvised Specification. RootQuotient also reserve the right to request payment for amendments to the original Specification before continuing work.
- 3.3 The Client will be required to agree the improvised Specification in writing by email before work on the amendments can commence.
- 3.4 If the Client does not return the signed improvised Specification to RootQuotient within 20 working days, the Client shall be allowed not to require such amendments and the Project shall be assumed, complete with payment due in accordance with clause 4.
- 4.1 The Client shall pay a deposit as requested by RootQuotient in the Letter of Engagement. RootQuotient will not commence any work on the Project until deposit monies are received by RootQuotient.
- 4.2 The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).
- 4.3 All invoices must be settled within 30 days of the invoice date. Payment may be made by cash, cheque (made payable to RootQuotient) or bank transfer.
- 4.4 All prices quoted for work are subject to taxable charges at the prevailing rate.
- 4.5 Returned cheques will incur an additional fee of £50 per returned cheque. RootQuotient reserves the right to consider an account in default in the event of a returned cheque.
- 4.6 Payment can also be made through RootQuotient's Payment gateway portal.
5. Outstanding Payments
- 5.1 RootQuotient reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.
- 5.2 RootQuotient reserves the right to remove any work done for a Project from any computer systems and the internet if invoice payments are not received within 30 days of the invoice date.
- 5.3 If payment is not received within 30 days of the invoice date, interest will be charged at 8% above the base rate of the Bank of Canada and will continue to be charged on a daily basis until payment is received in full.
- 5.4 RootQuotient’s removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay RootQuotient's reasonable legal expenses and third party collection agency fees in the enforcement of these Conditions.
The Client complies with the following conditions :
- 6.1 RootQuotient will not be liable for the Client’s failure to comply with any laws or taxes affecting e-commerce.
- 6.2 The resale or distribution of the Project in full or part is forbidden unless prior written agreement is made between the Client and RootQuotient.
- 6.3 RootQuotient may include developmental credits and links within any code, designs, builds or amends.
- 6.4 RootQuotient may include any work done for the Client within their portfolio of work.
- 6.5 Client has to provide any information or content required by RootQuotient, promptly. Failure to provide required information or content within 20 working days of request will result in payment being due for the work done in accordance with clause 4 and RootQuotient will not be liable for any failure to subsequently meet targeted dates for completion of any related task.
- 6.6 If a problem with the design or code arises which does not allow the original Specification to be met, RootQuotient may apply the nearest available alternative solution.
- 6.7 Client has to keep all passwords confidential at all times.
- 6.8 Clients are responsible for providing and maintaining suitable equipment telecommunications and support services to facilitate access to the Project.
- 6.9 If a choice of design is presented by the Client, only one solution is deemed to be given by RootQuotient as fulfilling the Project.
- 7.1 The Client warrants that it has the authority to enter into and perform this Agreement and has not entered into any other agreement which conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.
- 7.2 The Client warrants that it has obtained and will maintain all necessary licences, authorisations and consents which are necessary for the Project, content and domain name.
Copyright and Ownership
- 8.1 Title and copyright to the website graphics, general artwork, commissioned artwork, illustrations, website design, programming, copy site content, coding and other work created in the Project shall not pass to the Client but shall remain the property of RootQuotient and used on licence by the Client unless negotiated and agreed in writing.
- 8.2 Data which is gathered as a consequence of the operation of the website shall belong to and be the responsibility of the Client.
- 8.3 Where the Client terminates the Project before completion, all work done towards the Project remains in the Ownership of RootQuotient.
- 8.4 Publication and/or release of the graphic design within the Project may not take place before cleared funds have been received by RootQuotient.
- 8.5 The Client may request, in writing, RootQuotient’s permission to use Project material (for which RootQuotient hold the copyright) in forms other than for which it was originally supplied. RootQuotient may, in its absolute discretion, grant this and may charge for the provision of the same.
- 8.6 If the client supplies material to RootQuotient, it is the responsibility of the client to obtain all necessary copyrights for its use and RootQuotient will assume this has been done. In this situation, the copyright shall be retained by the client.
- 8.7 Should the Client supply material to RootQuotient believing it to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit RootQuotient to remove and/or replace the file at the Client’s expense to be assessed on a quantum merit basis. In this situation, the client indemnifies RootQuotient from any claim which arises regarding the use of material supplied to RootQuotient.
- 8.8 The Client agrees that RootQuotient hold no responsibility for any amendments made by a third party before or after a design is published.
- 8.9 RootQuotient reserve the right to use any artwork or printing they produce for the purposes of promoting their services.
- 9.1 The Agreement shall commence upon the date of signature on the Letter of Engagement and shall continue until receipt of invoice payment, unless terminated in accordance with clause 14.
- 9.2 Termination shall be without prejudice to any rights acquired by the parties during the term of the contract.
- 10.1 The Client agrees to keep RootQuotient fully indemnified on demand against any liability, damage, expense, claim or cost (including legal costs and expenses) suffered by RootQuotient as a result of the Client’s breach of any clause of this Agreement.
- 10.2 The Client agrees that RootQuotient is not liable for any claims, losses, costs incurred or damages due to any failure to carry out services within a given delivery timescale.
- 10.3 The Client agrees that RootQuotient is not liable for absence of service as a result of illness or holiday.
- 10.4 The Client agrees that RootQuotient shall not be liable for the website content, hosting and choice of domain name.
- 10.5 The Client agrees that RootQuotient shall not be liable for any infringement of copyright or proprietary rights, misinformation or delivery of defective products or services.
- 10.6 The Client will indemnify RootQuotient in relation to any liability arising in respect of the matters at 10.2, 10.4 and 10.5.
11. Limitation of Liability
- 11.1 Notwithstanding anything contained in these Conditions or the Specification, RootQuotient’s liability to the Client in respect of the Project, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price for the Project specified in the Letter of Engagement.
- 11.2 Notwithstanding anything contained in these Conditions or the Specification, in no circumstances shall RootQuotient be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
12. Force Majeure
- 12.1 RootQuotient shall not be under any liability for any failure to perform any of its obligations under the order due to ‘Force Majeure’. Following notification by RootQuotient to the Client of such cause, RootQuotient shall be allowed a reasonable extension of time for the performance of its obligations.
- 12.2 For the purposes of this condition, ‘Force Majeure’ means fire, explosion, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage, telecommunication problems, software failure, hardware failure, third party interference, official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
13. Confidential Terms
- 13.1 The Client is responsible for keeping the password and username that may be assigned on registration confidential. The Client is fully responsible for all action and activities that take place under the Client account.
- 13.2 If the Client believes there has been unauthorised use of the account or suspects that confidentiality has been compromised, the Client must contact RootQuotient immediately.
- 13.3 In the event of termination or expiration of this Agreement, each party shall return or, if requested, destroy the confidential information of that party.
- 13.4 Each party will comply with its obligations pursuant to the Data Protection Act 1998.
- 13.5 RootQuotient and any third party associates agree that it will not disclose any confidential information relating to the Client without the Client’s express permission.
- 13.6 The Client agrees that it will not disclose any confidential information relating to RootQuotient.
- 13.7 RootQuotient shall use information provided by the Client: (a) to identify the Client in communication by phone, email, Whatsapp or Skype; and (b) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
- 14.1 The Client may request in writing that RootQuotient cancel a Project. RootQuotient will only accept this request for termination if work on the Project has not yet begun. If work has already begun on the Project, RootQuotient will invoice the Client for the work carried out.
- 14.2 RootQuotient reserves the right not to work with any Client who has a site which it deems is unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at its own discretion.
- 14.3 RootQuotient reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
- 14.4 RootQuotient reserve the right to cancel the Client’s email access: (a) if RootQuotient receive excessive spam complaints about the Client (b) it is suspected the Client is using the email account to send spam (c) RootQuotient suspect the Client is using the service to send pornographic, offensive or inappropriate material (d) Invoice payment is not made in accordance with these terms.
- 14.5 Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, RootQuotient reserves the right terminate the Project.
- 14.6 RootQuotient reserves the right to terminate a Project with the Client at any time without prior notification if it deems the Client to be in breach of these Conditions. RootQuotient shall be the sole arbiter in deciding what constitutes a breach. The Client shall not be entitled to refunds of any payments made to RootQuotient.
- 14.7 If the Project is terminated by either party then RootQuotient will be entitled to payment for work done to that date. The invoice for such work must be paid by the Client within 30 days of receipt failing which RootQuotient shall be entitled to payment of the full price of the Project forthwith.
15. Web Design and Development
- 15.1 The website design may be used on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement from RootQuotient.
- 15.2 Once client received designs from RootQuotient, client will have 10 days to respond and request changes. If a request or response is not received within this time period, the design shall be considered approved and RootQuotient shall proceed to the integration stage following receipt of any payments due. The same 10 day rule applies after each update following an amendment request.
- 15.3 Once integration is complete, the client will have 10 days to respond and request further changes. If a request or response is not received within this time period, the project will be considered complete and RootQuotient shall proceed to the Go Live process following receipt of any payments due at this stage. The same 10 day rule applies after each update following an amendment request. If details required by RootQuotient to place the site on the live location have not been provided by the client at this stage, the entire code of the website will be made available to the client for download and the project will be considered delivered. The client will have a further 10 days from this point to download their copy of the code before the download links are removed.
- 15.4 RootQuotient cannot guarantee correct functionality with all browser software across all different operating systems. However, RootQuotient shall endeavour all websites to function with Safari, Internet Explorer, Mozilla Firefox and Google Chrome latest releases.
- 15.5 The Client agrees that all websites will be hosted by RootQuotient unless otherwise agreed in the Specification.
- 15.6 RootQuotient may from time to time recommend to the Client that updates are needed to their website to comply with, but not limited to, the following: new legislation, software releases and web standards. RootQuotient reserve the right to charge for these updates as additional work.
- 15.7 The Client agrees that no liability will be attributable to RootQuotient in the event of website downtime or the inability to operate the web pages or website
- 15.8 Should the Client supply material to RootQuotient believing it to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit RootQuotient to remove and/or replace the file at the Client’s expense to be assessed on a quantum merit basis.
16. Hosting, Maintenance and Support
Any website containing creative or functional input by RootQuotient shall be hosted, maintained andsupported by RootQuotient and:-
- 16.1 The Client agrees that RootQuotient is not liable for any bugs, performance issues or failure of their code.
- 16.2 The Client agrees that no liability will be attributable to RootQuotient in the event of website downtime or the inability to operate the web pages or website.
- 16.3 The Client agrees that RootQuotient or its agents will not be liable if they fail to register such domain names as requested by the Client. RootQuotient and its agents will use its reasonable endeavours to ensure such registration.
- 16.4 RootQuotient will quote for any work involved in changing the website design or website code in order for it to work with updated browser software, domain name or hosting changes.
- 16.5 A hosting invoice will be raised for each website 11 months after the initial commencement of the hosting. Hosting invoices will then be raised on an annual basis.
- 17.1 Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties.
18. Entire Agreement
- 18.1 Each party agrees that this Agreement sets out the entire agreement between the parties and supersedes all previous agreements.
The failure by RootQuotient to enforce any of these Conditions at any time or for any period will not release or exonerate or in any way affect the liability of the Client or be a waiver of:
- 19.1 the right of RootQuotient at any time afterwards to enforce each and every clause of these Conditions; or
- 19.2 any penalty attached to their performance.
20. Agreement Severence
- 20.1 If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.
- 21.1 Throughout the Project, time shall not be of the essence, except where it is expressly stated to apply.
Third Party Rights
- 22.1 Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement.
- 23.1 This Agreement shall be binding upon the parties and their respective successors and permitted assignees, and references to a party in this agreement shall include its successors and permitted assignees.
24. Governing Law
- 24.1 This Agreement shall be governed by and interpreted in accordance with Canadian law and the Canadian courts shall have jurisdiction to resolve any disputes between the parties.
Money Back Satisfaction Guarantee
- 25.1 The money back guarantee only applies to web design and development projects wholly undertaken by RootQuotient.
- 25.2 To be eligible for a refund, the client must submit a written cancellation request to RootQuotient prior to completion of the design phase and design approvals
- 25.3 In the event of a cancellation, all work done by RootQuotient for the Client shall remain property of RootQuotient.