Terms of Agreement
Eligibility and Representation
You must be at least 18 years of age to become a customer for any website development or website hosting services. The content posted on your account or in any of the applications provided by Matthew Fleming Inc. is posted by you and that means that you are the sole author of the posted information.
Content and Prohibited Use
By setting up an account on Matthew Fleming Inc., we may monitor, review, and delete any content published by you. You are responsible for all content posted on your account. No offensive content, unauthorized copyrighted material of someone else's work. When using electronic communication you may not send spam, chain letters, or junk mail.
Pricing and Subscription
Matthew Fleming Inc. provides to account types. If an account owner decides to subscribe to the service they may do so at any time. Add-on options are available on an as needed basis. Users are not required to subscribe to have an account. Prices subject to change at anytime, however if you are a current paid-subscriber you will retain your subscription rate until you decide to cancel or your account is not able to be automatically renewed within 10 days. If you are beginning your subscription or resuming a past subscription you will subscribe at the current rate. All payments (including any applicable taxes) must be made in US dollars. If payment is not received or your credit card fails renewal, Matthew Fleming Inc. may suspend your use of your account until payment is received. You are responsible for the payment of all charges associated with the use of Matthew Fleming Inc. on your account.
Planning Meetings, Technical Support, Hourly Billing
Additional meetings or extended phone calls for planning, training, email technical support, or demonstration will be billed hourly. This includes communicating with you "The client", your staff, vendors, or customers. Time spent working addressing and correcting technical issues on your website are excempt. We must have a documented email or letter giving us permission to work with third parties and agree to release us of any liabilities or claims that may arise.
Hourly billing for all services is billed in 15 minute increments (rounded up to the nearest 15 minute increment). Rates differ depending on services. This includes meetings and other communication with your project managers, business partners, employees, or providing demostrations and technical support to your customers.
Change of Request
Matthew Fleming Inc. understands that your needs may evolve throughout the duration of the development process. Any changes to the original specifications may be added to the site, but keep in mind it may change the price quote and timeline. Major graphic design changes cannot be completed after the graphic design stage of the development. Each page includes one around of changes and content placement.
Content & Delivery
Content is the responsibility of the client, unless otherwise specified in the proposal. Matthew Fleming Inc. does not provide copy writing or copy editing as part of the project. Content must be delivered to Matthew Fleming Inc. electronically in final format before we can develop the pages. All content provided to Matthew Fleming Inc. must be owned by the client or have permission to include in this project. Changes after final content is delivered will result in hourly billing for the changes. No offensive content, unauthorized copyrighted material of someone else's work.
With the Live Imagination service, your website is warranted as long as it is an active account and the source code is not accessible by someone other than approved persons and staff of Matthew Fleming Inc. Warranty only covers code and modules written by Matthew Fleming Inc. During your warranty time, we are happy to correct any or all of the following at Matthew Fleming Inc’s expense:
- Functional errors that prevent proper usage of the website, including dead pages, database errors, or missing graphics.
- Functionality that does not work per technical specifications.
Payment & Late Fees
Payments may be made by check or credit card. Late payments will incur a 10% late fee per month past due. Matthew Fleming Inc. reserves the right to turn off websites with outstanding invoices over 30 days from the invoice date.
There is a $35 fee for bounced or returned checks. All services and any website work will be suspended until the fee and original invoice are paid in full.
Change of Included Modules
Matthew Fleming Inc. reservers the right to change or remove modules included within Live Imagination due to technical issues, upgrades, replacements, or third party changes. Current subscribers will receive 30 days notice before a module is removed. Does not apply to custom modules.
Projects may be cancelled at any time in writing prior to deployment phase. At the time of cancellation, fees will be assessed at an hourly rate for work completed. If the balance of the work completed is less than the deposit/setup fee, the difference will be refunded to the client minus any possible credit card processing fees for the deposit. Once the website is in the deployment phase, the client is responsible for 100% of the project fees. Matthew Fleming Inc. is not responsible for assisting with this transfer other than turning over the source code of the website. The client does not have any ownership of the Live Imagination software platform to manage their website. See Access To Source Code & Hosting above. Any ongoing monthly services must provide 30 days notice. Termination fees may apply for internet marketing services.
In the event of reasonable delays, Matthew Fleming Inc. will make every effort to resume your project as quickly as possible given current resources. Matthew Fleming Inc. reserves the right to adjust your timeline at our discretion should the project be delayed by your team. If delays occur because of your team, it is also important to note that Matthew Fleming Inc. cannot make the project resources available to a project indefinitely as Matthew Fleming Inc. has other obligations.
Intellectual Property Rights
Matthew Fleming Inc. warrants to the client that any material developed under this Agreement does not and will not infringe on the copyright, trade secret, trademark or other rights of any third party. Matthew Fleming Inc. warrants to the client that Matthew Fleming Inc. has all rights necessary to convey to to the client the ownership of any material developed under this Agreement free and clear of any encumbrances, liens, or claims of any kind. The client does not and will not owe compensation to any third party hired by Matthew Fleming Inc. relating to the content of the material developed.
You agree to hold harmless and indemnify Matthew Fleming Inc., its affiliates, business partners, contractors, clients, service providers, and their respective officers, employees, agents, and representatives from any and all claims, liabilities, cost or damages, including attorneys' fees and paralegal fees though final appeals, made by any third party, or relating to or arising from your use of Matthew Fleming Inc. services. Matthew Fleming Inc. agrees not to expose the client to any liability when there is no direct fault of the client or its owners and or agents. Neither of this contract will be responsible or will hold harmless each other from unknown outside parties.
Internet Marketing / Link Building (if applicable)
At times, we may find a site that offers a paid link. The fee for the paid link is typically not included in your SEO fees unless we have set aside a monthly contribution. If we feel we have found a powerful enough link that comes with a cost from the website owner(s), we will use the funds available in your monthly contribution for buying links and will include these links in your monthly reports. At times, we may ask for your permission and additional payment to pay for links if your paid links fund does not cover the cost of the link we recommend buying (this is completely optional). For links not paid for from this fund, we will absorb any cost associated with these link(s). We will never suggest a link that we do not feel will benefit you. We will not embark on any paid link initiatives unless we know that the link(s) can be removed expeditiously in case any link obtained is deemed to be less than credible over time. Links obtained via blog posts, articles, pipelines and webmaster requests cannot always be tracked or found using back linking programs. Additionally, due to confidentiality agreements between Matthew Fleming Inc. and external resources, we reserve the right not to reveal link sources. We do not recommend watching your rankings on a daily basis, but that is certainly up to you. We suggest this because sudden downward movement, for example, may be coincidental and have nothing to do with your site, your link backs or any tasks that are active at the moment.
Matthew Fleming Inc. is not responsible for any incorrect or inaccurate content posted on the website. We are not responsible for internet connections, traffic congestion, delay of data transfer, failure of email accounts, compromised data, coding errors causing loss of business/data, a user’s personal computer hardware, software, or for anything out of Matthew Fleming Inc’s control. Matthew Fleming Inc. will be responsible for correcting any technical malfunctions of the website as long as the warranty requirements are met (see warranty paragraph). While we always work with your absolute best interest in mind in terms of web design and search engine optimization, you agree that Matthew Fleming Inc. is neither responsible nor liable for the ultimate success of your website. Of course, our goal is to make you as successful as possible and to hold or improve upon your existing rankings wherever possible. We have a high level of confidence in this project, but ultimately Matthew Fleming Inc. has no control over who visits, uses or ultimately does business with you via your website, nor can we control or guarantee any of your company’s rankings. Nevertheless, your project will be in qualified, caring and attentive hands.
Matthew Fleming Inc. is committed to customer satisfaction. We however, cannot give refunds for:
- Domain registrations
- Setup and graphic design fees
- SSL certificates, dedicated IP address subscriptions
- Custom programming / development fees
- Stock photography, video, or audio
- Any contracted or pre-paid hours (sometimes referred to as a-la-carte hours)
- SEO services (includes Link building or Pay Per Click services)
We can refund your purchase if:
- Billing errors
- Unused hosting or subscriptions to Live Imagination, Cookie Accountant, Organic SEO Manager, Small Business Loop (full months remaining only) if you're not satisfied with the service within 30 days. Does not include refund of setup or development fees.
Last revised on April 10, 2013.