Terms & Conditions
Terms and Conditions of Service
The terms and conditions stated on this page apply to all ProWeb Clients unless agreed in writing to the contrary.
No other contract terms and conditions shall apply unless specifically agreed upon in writing between ProWeb and the Client.
In the event of any ambiguity between these terms and conditions and any terms agreed upon in writing between ProWeb and the Client then the terms and conditions hereunder will apply.
Please note that these Terms and Conditions are subject to updates as and when these occur a link to the changelog will be provided on this page.
TABLE OF CONTENTS
- INVOICING & PAYMENT TERMS
- PROJECT TERMS
- ONGOING MAINTENANCE AND SUPPORT
- TERMINATION OF SERVICES
- 3RD PARTY SERVICES
- WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS
- SEO TERMS AND CONDITIONS
- EMAIL MARKETING TERMS AND CONDITIONS
- CONTENT MARKETING TERMS AND CONDITIONS
- HOSTING TERMS AND CONDITIONS
- GENERAL SERVICE DISCLAIMERS
- IMPROVING OUR SERVICES
1.1 ProWeb may provide Clients with initial estimates (quotations) for projects on request.
The final project value may vary from the initial quotation if additions are requested to the original scope of work.
1.2 ProWeb will provide quotations in writing by email to Clients, which will include a hyperlink to these Terms and Conditions. Acceptance by a Client of a ProWeb quotation is subject to acceptance of these terms and conditions unless specifically agreed upon in writing between the Client and ProWeb to the contrary.
2. INVOICING & PAYMENT TERMS
2.1 ProWeb standard payment terms are 7 days from the date of invoice.
2.2 New once-off projects require a 50% upfront payment for the commencement of a project, 30% once the development is complete and a final payment before the project is made live.
2.3 Monthly packages will require an initial upfront cost to cover a variety of vital components needed to begin the website creation process such as SSL Certificates, Plugin Licenses, Stock Photography, etc. This upfront cost must be paid before the commencement of website creation.
2.4 Monthly Packages will be invoiced by the 2nd of the month and needs to be paid within seven business days thereafter. Late payment will result in interest being charged to the account and a suspension of retainer services.
2.5 In the event that website development cost has been broken up into a payment plan, ProWeb will remain the owners of the website until the design and development work has been paid in full as per the initial quotation.
2.6 ProWeb reserves the right to increase its pricing in line with the official annual inflation rate each year, which is obtained from Statistic South Africa’s latest available Consumer Price Index (CPI) Headline Report.
3. PROJECT TERMS
3.1 Unless expressly agreed in writing to the contrary ProWeb will not accept liability to the Client for unforeseen delays in completing a project.
3.2 In the event that there is a delay in the completion of a project, ProWeb will communicate such delays to the Client in writing via email.
3.3 All website or online marketing tactic setup content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.
3.4 All Graphic design content needs to be provided within 1 week of a deposit being paid to commence a project.
3.5 The client is required to provide ProWeb with all the content required for a project within the period detailed above. Should the client delay issuing ProWeb with the content required for the project, ProWeb reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, ProWeb will request any outstanding payments to be settled before the continuation of the project.
4. ONGOING MAINTENANCE AND SUPPORT
4.1 Fixes for newly built websites need to be identified within a 14-day period from going live. If fixes are identified after this period and the client is not on a Maintenance agreement then a quotation will be issued to commence such fixes.
4.2 ProWeb cannot future-proof its services or products. Once a client has signed off on a project the responsibility to maintain and update plugins and Themes used on the website becomes the client’s responsibility unless a maintenance agreement has been signed with ProWeb which covers such incidents.
4.3 Maintenance does not mean “eyes on the website” all the time and issues on the website still need to be reported to ProWeb’s account manager or web developer directly by email – [email protected]
4.4 Development faults with plugins or themes used on a website built by ProWeb are not covered by a maintenance agreement and will be quoted separately as in most cases the original software developer will need to be involved.
4.5 Similarly, hosting and website faults remain the responsibility of the hosting provider and do not fall under any maintenance agreement.
5. TERMINATION OF SERVICE
5.1 Cancellation of any products or services may be made at any time by providing ProWeb with a cancellation request 1 calendar month in advance, in writing.
5.2 In the event of cancellation of the agreement prior to the completion of the cancellation period, ProWeb reserves the right to pursue any of the following: (1) remove equipment, software, services or resources owned by the Company, (2) bring legal action against the Client for contractual breach or (3) remove any created websites, graphics, content, links, advertising, and accounts.
5.3 If requesting the cancellation of a monthly package then the amount paid up to date of requested cancellation will be subtracted from the initial value of the said monthly package, this amount will be payable by the Client before termination can be completed.
6. 3RD PARTY SERVICES
6.1 ProWeb will offer to Clients third-party services such as those offered by Google to enhance the performance of their websites. ProWeb may include in quotations the setup and maintenance of such third-party services. ProWeb will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
7. WEBSITE DESIGN AND DEVELOPMENT
7.1 All website content needs to be provided by the client within 2 weeks of payment of a deposit to commence a project. Should the client delay issuing ProWeb the content required for the project, ProWeb reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, ProWeb will request any outstanding payments to be settled before the continuation of the project.
7.2 CMS websites require updates to plugins and themes. If the client has not opted for monthly maintenance, such updates and the cost thereof, remain the responsibility of the client. However, plugins and themes may be quoted for separately if required.
7.3 Additional pages, images, and revisions on projects above the scope of work agreed upon will attract additional charges.
7.4 All E-commerce websites will come with Flat Rate shipping. It is the client’s responsibility to negotiate shipping costs with his/her preferred supplier and to provide ProWeb with specified flat rates. Alternative Shipping Plugin purchases and configuration fall out of the scope of work unless specifically quoted for.
7.5 All e-commerce websites will have Payfast and EFT payment as the default payment options. It remains the responsibility of the client to sign up with Payfast and to provide us with their login details or Passcodes and Pin to link the gateway.
7.6 The client agrees that all content provided by the client including articles, website wording, graphics, and videos are owned by the client and free of any copyright infringement.
7.7 Landing pages, unless otherwise stated are created using a specific Landing page platform. If you want a copy of this page we can provide it, but it will only be reactivated using a version of the same platform, as the code is customised for use on this platform.
7.8 Viruses & Outdated Websites, ProWeb makes every effort to take security precautions on our Clients’ websites, this includes the relevant security plugins which keep its servers secure, wherever possible. However, we cannot guarantee the prevention of hacks, viruses, or unexpected data deletion and cannot be held liable for any such damages as a result.
ProWeb cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming “outdated”. Outdated websites can be affected due to many aspects, such as new browser software, outdated web code, etc. ProWeb cannot be expected to keep your website updated in every aspect without being compensated to do so. In this situation, the Client may opt to have their website redeveloped or select one of our subscription-based website packages where ProWeb is responsible for updating these aspects on your website.
8. SEO TERMS AND CONDITIONS
8.1 ProWeb accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.
9. EMAIL MARKETING TERMS AND CONDITIONS
9.1 ProWeb will set up the Clients’ email with email service providers and charge a fixed amount for doing this.
9.2 Payment of Monthly charges based on subscribers will remain the responsibility of the client.
9.3 ProWeb will not be liable for any purchased, rented, or third-party lists of email addresses that were/are purchased/provided by the client for newsletters or emailing distribution.
9.4 ProWeb will not be held liable for any penalties placed upon the client by the email service provider as a result of purchased, rented, or third-party lists of email addresses or spam content used in newsletters.
10. CONTENT MARKETING TERMS AND CONDITIONS
10.1 The Client’s account manager will post content based in the client’s: Target Market, Products, and Industry, but occasionally content might be relevant to General Internet Trends or Holidays. The Client is responsible for setting content guidelines with the Account Manager, these guidelines can be in the form of a list of approved: websites, newsletters, and RSS feeds which the Account Manager can derive content from.
10.2 The Account Manager cannot take responsibility for the sharing of, or comments made in response to content posted on the page, as this is the nature of social media interactions. An Escalation process will be followed with feedback on the social media sites, but in no way will any actions taken in response to these contradict the objective of company transparency.
10.3 Unless otherwise agreed the content for newsletters will be provided by the client, although the account manager may give some suggestions for content going forward.
10.4 The client agrees that all content provided by the client including articles, website wording, graphics, and videos are owned by the client and free of any copyright infringement.
11. HOSTING TERMS AND CONDITIONS
11.1 ProWeb will invoice for hosting and domain renewals on an annual basis. This is only applicable for websites hosted and maintained by ProWeb
11.2 ProWeb will use its best endeavors to rectify the cause of any disruption in the hosting service of a Client’s website(s) and to minimise the duration of any such instances. This is only applicable to websites hosted and maintained by ProWeb.
11.3 ProWeb will not be liable to the Client for any compensation in respect of any downtime that may occur with the hosting of their website(s).
11.4 Only If website maintenance is selected and paid for on a monthly basis, will ProWeb keep a backup of all Client website files.
11.5 In the event that a Client wishes to move their website to another web server supported by another party, then ProWeb will cooperate fully, subject to all outstanding amounts being paid up in full, in some instances a transfer fee will be applicable.
11.6 ProWeb will troubleshoot any problems reported by the Client with their email. If the problem is due to an omission by ProWeb then no charge will be made to the Client. If the problem is not due to an omission by ProWeb then the Client will be charged.
11.7 Login details and passwords need to be kept confidential and secure. ProWeb will not be held accountable for email account/website hacks. We do not keep passwords on record and will subject any password request to security measures deemed sufficient to legitimise the request.
12. GENERAL SERVICE DISCLAIMERS
The Client acknowledges the following with respect to services:
12.1 ProWeb accepts no responsibility for policies of Google, third-party search engines, directories, or other websites (“Third-Party Resources”) that the Client may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s website or content may be excluded or banned from any Third-Party Resource at any time and the Client agrees not to hold ProWeb responsible for any liability or actions taken by Third-Party Resources under this Agreement.
12.2 The Client furthermore acknowledges that the nature of many of the resources the ProWeb may employ under this Agreement are competitive, therefore ProWeb does not guarantee top rankings, consistent positioning or specific performance of any strategies employed and the Client accepts that the ProWeb past performance is not indicative of any future results the Client may experience.
12.3 The Client recognizes that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion and that internet advertising may be subject to the individual advertising network’s policies and procedures.
12.4 The Client accepts that Google Adwords, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
12.5 The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. The Company shall re-submit resources to the search engine based on the current policies of the search engine in question.
12.6 ProWeb will endeavor to make every effort to keep the Client informed of any changes that ProWeb is made aware of that impact any of the campaigns and strategies and the execution thereof under this Agreement. The Client also acknowledges that ProWeb may not become aware of changes to third-party resources, industry changes, or any other changes that may or may not affect campaigns or services.
12.7 ProWeb, for the duration of this agreement, may develop design strategies and codes, which, in ProWeb’s opinion improve the Client’s website. ProWeb and the Client will review these suggestions together and once a mutual agreement is reached activate these changes. If the Client decides to make any material changes to the website, the Client will consult with ProWeb prior to implementing these changes, to make sure that they do not conflict with ProWebs marketing strategy.
12.8 Third-Party Resources, particularly Facebook, change their layout and can very often affect any business page installations and applications. The Company will not be held liable for these changes and, should work need to be done to rectify, then a new “quote” would need to be drawn up.
12.9 ProWeb and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
13.1 The source code of all website web pages remains the intellectual property of ProWeb until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of ProWeb.
13.2 All scripts, CSS and included files used within Client websites, remain the intellectual property of ProWeb until such time as payment is made in full by the client and may not be copied and used by any other party without the written consent of ProWeb.
13.3 The stored procedures, functions, and triggers programmed into SQL Databases remain the intellectual property of ProWeb until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of ProWeb.
13.4 All Client logo images, images unique to the Client, i.e. of their premises, workforce, and their business, plus all written copy, belong to the Client and are covered under their copyright. ProWeb will not reuse Client written content or images without the express permission of the Client.
13.5 ProWeb will not be liable for any copyright infringements committed by the Client with regards to content provided for marketing materials. The Client hereby agrees that all content submitted to ProWeb is original content and not copied off other websites as copying content from other online assets will directly impact ProWebs ability to run an effective marketing strategy for the Client.
13.6 The Client and the Company acknowledge and agree that the Specifications and all other documents and information related to the development of the ProWeb Campaign (the “Confidential Information”) will constitute valuable trade secrets of the Company. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
14.1 In the event that the Client does not pay an invoice within the time frame allocated in the invoice, then ProWeb has the right to suspend all further works for that Client until such time as payment is made in full.
14.2 In the event that the Client does not pay a hosting subscription invoice within 30 days of the due date, i.e. 44 days after the invoice date, then ProWeb reserve the right to turn off any website hosting until such time as the invoice is paid in full.
14.3 In the event that the Client becomes insolvent or goes into liquidation ProWeb have the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
14.4 In the event that a Client delays the progress of a project with ProWeb then ProWeb will be entitled to give 14 days written notice to the Client. If the Client does not satisfactorily remedy the cause(s) of the delay, within the 14 day notice period, then ProWeb will have the right to terminate the service. ProWeb will invoice the Client for the full value of works carried out to date.
14.5 In the event the Client fails to make any of the payments referenced in the deadline set forth, ProWeb has the right, but is not obliged, to pursue any or all of the following remedies: (1) terminate the agreement, (2) Place clients website on maintenance mode/account suspended page regardless of where the website is hosted, (3) remove equipment, software, services or resources owned by the Company or (4) bring legal action.
15. IMPROVING OUR SERVICES
15.1 We continuously strive to improve our high level of client services and welcome any comments that you may have, either complimentary or critical. If a project has not met its targets we would appreciate your feedback about what we can do to avoid the situation in the future. We want our clients to be 100% happy with the service they receive.