I understand that by Signing and Clicking the “Confirm Contract” button, I have read and accepted the terms & conditions stated on this page. The following terms and conditions are applicable for clients that have received an invoice from MINDRIND.
Hereafter, the “person”/”organization”/”Company”/”agency” buying any packages, plans referred in this document as “Services” that includes – WordPress, Shopify, Digital Marketing, and Customer Support will be referred in this document as “Client”, “you”, “your” and MINDRIND as the “Service Provider”, “we”, “us” “our”.
This agreement is based on any past, present and or future Services provided by the Service Provider to the Client. Since the Services offered by the Service Provider are unique and different from one another, the following terms and conditions apply as per the specific Services purchased and documented in the invoice provided by the Service Provider.
Other than the Common Terms & Conditions, additional conditions will apply based on the Client’s purchase of the invoiced Services. The following terms and conditions are service-specific as per the Client’s purchase of the services documented in the invoice.
COMMON TERMS & CONDITIONS FOR OUR SERVICES
- Authorization: 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.
- Links: 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.
- Graphics & Audio, Video Media: It is anticipated that the Service Provider will create, capture or receive from the Client all graphics, audio, video media elements necessary to complete the Client’s Services. This includes audio, video, images, photography, scanning services, video, and photo shooting, editing, animation, and 3rd party stock photography, audio, video and any media element
- Text & Files: Text and any other file supplied by the Client shall be provided in popular readable electronic format (i.e. Microsoft Word / .jpg / .gif / .png / .pdf). Submission can be made as: an email attachment; or a CD; or a DVD; or an external USB drive. If the Service Provider is requested to obtain files by other means, then appropriate charges will incur. ( What does the mean of the last sentence )
- Additional Requests: If the Client wants the Service Provider to develop or design any additional material for web or print purposes, the standard rate of $120/hr will be applicable. The price can be negotiated based on the work required.
- Payment Terms / Workflow: Unless stated in our quotation or invoice, the Client agrees to pay the Service Provider full cost upfront for all / any Services. Upon receiving the full payment, and making sure that the Service Provider has complete access and content from the Client, our designing and development process will commence. When buying our Services online, the Client is required to pay the full amount upfront through our secure PayPal gateway. We accept email transfers in the case where the Client is not comfortable buying through Paypal Online Credit Card. Only in the case where the total amount for the development exceeds $1500, a minimum deposit of 50% of the total quoted amount is required to commence development. Other means of commencement may be negotiated. The remainder (final payment) of payment is due upon or prior to completion of development.
- The Service Provider reserves the right to remove all web content, designs, development from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. If a payment delay is anticipated, please contact the Service Provider to discuss potential problems in advance. If problems are anticipated, we may be able to accommodate an alternate arrangement. If the Client is delinquent in their payment, then proper actions may be taken by the Service Provider and the account may be handed over to a 3rd party Collections Agency for proper handling and recovery.
- Monthly Subscription Service Payment: The Client agrees to pay the monthly fees in advance for each month. The monthly Service Provider reserves the right to hold the monthly services if payment is not made within five (5) days after the due date. If a payment delay is anticipated, please contact the Monthly Service Provider to discuss potential problems in advance. If problems are anticipated, we may be able to accommodate an alternate arrangement. If the Client is delinquent in their payment, the proper actions may be taken by the Monthly Service Provider and the account may be handed over to a 3rd party Collections Agency for proper handling and recovery.
- Client Amends for Services: The Service Provider prides itself on providing excellent customer service. That is the spirit of our agreement and the spirit of the Service Provider’s business. To that end, we encourage input from the Client during the design process. The Service Provider understands, however, that the Client may request significant changes to Services that have already been rendered to the Client’s specification. To that end, please note that our agreement does not include a provision for significant design, development or production in excess of our agreement.
- Copyrights and Trademarks: 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.
- Third Party Modifications: Some Clients may desire to independently edit or update their Services after completion of the design/development as a way to control costs and avoid further expense. The Client agrees that once we complete the development for Client’s Services and the Client or an agent of the Client other than the Service Provider attempts to update Services that were previously rendered by the Service Provider and damages the design or impairs the ability for the Services to display or function properly, then time to repair the will be assessed at the hourly rate of $120. Please note that the aforementioned is applicable for Monthly Maintenance as well.
- Assignment of Development: The Service Provider reserves the right to assign certain subcontractors to this development to ensure the right fit for the job as well as on-time completion. The Service Provider warrants all work completed by subcontractors for this development.
- Additional Expenses: The client agrees to reimburse the Service Provider for any critical Client requested expenses necessary for the completion of the development. Examples would be the purchase of specific fonts; the purchase of specific photography, audio, video; forms; the purchase of specific software; using any third-party plugins; third-party online portals; submittal to specific search engines at the Client’s request.
- Age: 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.
- Abuse: The client agrees to work together, deal and behave with the Service Provider in a professional manner. Any kind of repeated pattern of inappropriate, false accusations, harassment, derogatory or threatening speech directed towards the Service Provider, its officers, staff, and contractors will not be tolerated. The Service Provider has the right to take strict action, legal steps, abiding the law and resume the development process and any related Services right away offering no refund or guarantees to the Client. The Service Provider has zero-tolerance for Clients abusing our Services.
- Limited Liability: 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.
- Indemnification: 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. 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.
- Ownership: Copyright to the finished assembled work of Services produced by the Service Provider and graphics shall be vested with the Client upon final payment for the development. 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. At this time, all materials become the property of the Client and may be used by them as desired. Should materials described in this agreement be used on the web by the Client before the tender of final payment, then this agreement is breached and appropriate penalties will apply.
- Design Credit & Reviews: 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 and the Client will provide a text review, audio or video testimonial when requested by the Service Provider. If any or none of these are acceptable, please inform the Service Provider beforehand via email or in writing via registered mail.
- Nondisclosure: 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.
- Completion Date & Cancellation: The Service Provider and the Client must work together to complete the development in a timely manner for both parties to remain profitable. Cancellation of the development at the request of the Client must be made within 2 weeks (14 days) of the purchase. In the event that development is postponed or canceled at the request of the Client after 14 days of purchase, the Service Provider shall have the right to retain 50% of the total amount invoiced for the service as a deposit and development expenses. In the event this amount is not sufficient to cover the Service Provider for time and expense already invested in the development, an additional payment may be due. If additional payment is due, this will be billed to the Client within 10 days of notification to stop development. The final payment will be expected under the same terms as listed in this agreement. The Client agrees that once the Service Provider completes the design and development process, any further work will incur an additional cost that will be estimated and quoted to the Client for further development. Unless the Client is a monthly paid service subscriber with the Service Provider, the Client agrees that the Service Provider has no legal liability to work further on the completed services and any projects.
- Entire Understanding: These terms thereto constitute the sole agreement between the Service Provider and the Client regarding any development provided by the Service Provider for the Client. It becomes effective immediately upon engagement of services from the Service Provider or buying any Services from the Service Provider. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Service Provider. Both parties warrant that they have read and understood the terms set forth in this agreement. This agreement is effective on all the Clients that the Service Providers has rendered Services and where the Client has purchased the Services, and for any Client that has any Services with the design credit or byline in the footer mentioning “powered by” or “website designed by” etc. linked to the Service Provider’s URL’s.
- Monthly Web Updates: For Client’s purchasing Monthly Technical Maintenance and Monthly Seo Services – The Client agrees to let the Service Provider update and maintain their website on a monthly basis. The Client understands agrees and authorize the Service Provider to make changes to the programming, HTML, PHP, CSS, JQuery, coding, database, feeds, server settings, configurations, DNS, MX, Seo keywords, locations, XML, plugins, widgets, applications, podcast and security settings, backup, content and all the other technical and non-technical features necessary to improve the overall exposure and performance of the website.
- Monthly Maintenance Guarantee: The Client understands and agrees that web maintenance is done on an open-source content management system such as WordPress and/or Woocommerce, third-party plugin, interface that is saved on a third-party hosting server and failure or success of such updates depends on a number of factors such as server response time, server bandwidth, internet connection, version compatibility with other plugins, widgets, by act of God; making the monthly maintenance guarantee ineffective and therefore agrees to hold the Maintenance Service Provider harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees.
- Monthly Paid Subscription Cancellation Policy: Cancellation of any monthly paid subscription plan such as the Technical Maintenance Plans, Monthly SEO Plans, Google AdWords Management, Analytics Reporting must be notified sixty (30) days before the cancellation date via email/mail. In the event that updates are postponed or canceled at the request of the Client by email, the monthly Service Provider shall have the right to retain 50% of the original payment as a deposit and maintenance expenses. In the event this amount is not sufficient to cover the Maintenance Service Provider for time and expense already invested in the maintenance, an additional payment may be due. If additional payment is due, this will be billed to the Client within 10 days of notification via email to stop monthly updates. The final payment will be expected under the same terms as listed in this agreement.
- Payment to Google AdWords, Facebook Advertising and Social Media Ads: For Client’s purchasing Google AdWords and/or Facebook Advertising Services: Pay-Per-Click PPC is a paid advertisement service where the Client pays directly to Google Inc. and Facebook Inc. for any clicks (pay-per-click) that the online web visitors may click using the Ad’s/Campaigns designed by the Service Provider. The Client agrees to pay in full the set daily / weekly /monthly/yearly budget for the Pay-Per-Click ad Campaigns to Google Inc. and Facebook Inc. and accept to hold harmless, protect, and defend the Service Provider and its subcontractors from any penalty or claim or suit arising from delay in Payments to Google Inc., Facebook Inc. The Client accepts and understands that the Service Provider/Monthly Service Provider does not pay on behalf of its Client to Google Inc., Facebook Inc., and the Client takes full responsibility to run their own Campaigns / Advertisements on Google, Facebook and associated Google, Facebook Affiliate channels. The Service Provider is responsible for only setting up the Client’s ad campaign account and managing it on a monthly basis (if the monthly service is purchased) but does not act as a payer for any Google or Facebook fees, penalty, bidding or budget. The Client agrees to use their own credit card / alternate payment methods to pay to Facebook Inc., the Service Provider should not be held responsible for any payments to Google Inc., and Facebook Inc. in order to run the Ads/Campaigns. If the Client chooses to disable ads with no prior notice to the Service Provider when on monthly maintenance, the Service Provider should not be held responsible for any maintenance unless the campaigns are reactivated.
- Google AdWords, Facebook Advertising Campaign and Advertisement Design: The client agrees that the Service Provider may use free accounts for Google AdWords. The Client agrees to provide the Service Provider with keywords related to targeted niche along with different demographics, geographic location and age groups. This will also include an idea, message, text or pictures furnished by the Client to the Service Provider. Once the Advertisement Design is approved by the Client, any further changes to the design will incur an additional cost.
- Google AdWords, Facebook Advertising Campaign Success Rate: Even though the Service Provider will make every effort to the best of knowledge and ability to setup Clients account, campaigns, budgeting, and ad designs in order to maximize results and success rate, failure of such (Paid Ads on Google AdWords) advertisements cannot be neglected. Google AdWords is a third party application that the Service Provider will use to set up the Client’s account and design campaigns but does not own or control the application (AdWords Algorithm or system application). Failure with Paid Ads can happen due to many reasons such as higher bidding by competitors, shortage of Clients funds, technical reasons, human error or by the act of god. In any case of failure, the Client agrees and will hold harmless, protect and defend the Service Provider and its Subcontractors from any lawsuit(s).
- Google Tools, AdWords and Facebook PPC Refund Policy: No refunds will be made on “Google AdWords PPC”, “Webmaster or Google Console”, “Google Analytics”, “Facebook Advertising” and any related “Monthly Maintenance” and “Reporting” Services. The Service Provider does not offer refund for glitch and Google, Facebook AD policy violations found on the Client’s website – this includes any disapproval, illegibility from Google, Facebook team for the campaigns set up by the Service Provider due to improper format of the Clients website such as Parked Domain, Prohibited Content, Practices, Restricted Content, Editorial or technical violation as described here. The Client understands and agrees that the Service Provider has no control over Client’s website and in order for AD Campaigns to work/function, their web page and websites must comply with Google, Facebook policies. The Client understands and agrees that the Service Provider is only responsible for setting up accounts, creating campaigns and making changes as per the Client’s request to the running campaigns and therefore should not be held liable for any performance issues, damages, online sales, web visitors, online web traffic, pay-per-click traffic, bidding, and any related issues with AdWords or Facebook advertising Services.
- Payment to Google Inc. and Facebook Inc.: The Service Provider uses free Facebook, Google Analytics, Webmaster Tools accounts to set up, track and monitor the website and ad campaigns. If the Client chooses to use any premium Google or Facebook services, the Client agrees to pay the premium fees directly to Google Inc. and Facebook Inc. The Service Provider is not responsible for any such payments.
- Google Analytics Code Installation: The client agrees that the Service Provider is not responsible for installing the Google Analytics code on the Client’s website. The Service Provider will generate the Google Analytics code and will provide this to the Client via email. Only upon receiving Client’s written request the Service Provider will install the Google Analytics Code on a Client website. Additional fees will be applicable for such installations.
- Web Improvements related to Google Console/Webmaster, Analytics: Even though the Service Provider will make every effort to the best of knowledge and ability to setup Clients account, it is not the responsibility of the Service Provider to improve the website or ad performance. Google Analytics™ or Webmaster Tools™ or Reporting service is a tracking and monitoring service and not web improvement or redesign service. The Service Provider will set up the accounts or will send reports with user data, statistics and advice on how to improve web/ad performance, but if the Client wants the Service Provider to revamp or fix the ad/websites – additional fees will be applicable. The Client agrees and will hold harmless, protect and defend the Service Provider and its Subcontractors from any lawsuit(s).
- Over-writing and re-installs: It is the client’s responsibility to ensure optimized and/or installed content remains intact. If updating/editing the website from copies on your PC, you will need to download and use optimized files prepared for your assignment. Publishing changes without updating your local files will erase optimized content. Re-installation charges may apply if we are required to re-install over-written optimized content.
- Google – Yahoo – Bing Local (maps): Positioning (ranking) cannot be guaranteed in Google Local (maps), Yahoo local (maps) or Bing Local (maps). The optimization is confined to the Client’s website and keywords, this does not include Google Maps or Google Places.
Liability for our Services
When permitted by law, we, and all our suppliers, vendors, partners, associates, staff, officers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.
To the extent permitted by law, the total liability of us, and our suppliers, vendors, partners, associates, staff, officers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services (or, if we choose, to supplying you the Services again).
In all cases, We, and our suppliers, vendors, partners, associates, staff, officers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable.
We recognize that in some countries, you might have legal rights as a consumer. If you are using the Services for a personal purpose, then nothing in these terms or any additional terms limits any consumer legal rights which may not be waived by contract. From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Newsletter Subscription / Email Opt-in to List
We use a double opt-in process to add interested website visitors to our email list. We follow this double opt-in process to confirm and then reconfirm by sending you a confirmation email to ensure that you are interested in receiving our newsletters and promotional emails. This is in alignment with the CAN-SPAM Act. All our newsletter and promotional email provide you with the option to unsubscribe. We should not be held liable for any damage arising in connection with the subscription service offered on this website. You will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of our subscription services.