Terms & Conditions

Website Design & Related Services

Last Updated: May 29th, 2024

If you are interested in the Terms of Service for our ongoing services, web hosting bundles and related services, please consult them here.

1. DEFINITION OF TERMS

Full House Digital – business licensed in Ontario having its principal place of business at 35 Lambert St, aforesaid.

The Client – the person who or entity which enters into this contract with Full House Digital.

Domain Name – the root address of a website, e.g. (www.)webaddress.com. All such names must be registered with the appropriate naming authority, usually through a registrar and for a fee.

Website – a collection of web pages and associated code which forms an integrated presence.

The Work – the subject matter of the contract between The Client and Full House Digital.

Design Concept – an image file (usually a .jpg, .png, .gif or .pdf) with suggested (by Full House Digital) look or visual direction for the website. The image may be of one page only, representing the proposed overall website look, layout, or style, and does not necessarily incorporate all or current copy as provided by The Client. Concepts may be filled with random Latin text instead for illustration purposes.

Hyperlink – a clickable link on a web page to another page, file, or site on the web.

Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

Downtime – time when the website is not accessible via the Internet because of a technical failure of the Host, data center, data center’s network, or because work is being carried out on the site.

Host – the company on whose system the website physically resides.

Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.

2. FEES

2.1 Fee Payable

A non-refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of The Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Full House Digital reserves the right not to begin the Work until the said deposit has been paid in full. Unless otherwise explicitly stated, the fee quoted in the contract does not include the cost of domain registration, hosting set-up fee, or hosting.

2.2 Maintenance Fees

Standard Maintenance Plan for small to medium sites, if included in the contract, is based on a monthly fee of $100, unless The Client selects another maintenance plan or another agreement is reached. This fee includes half an hour of maintenance time and basic business hosting package as described on the Full House Digital website and the contract. Additional fees will be assessed on an hourly basis at $60 per hour or part thereof unless another maintenance plan is selected. Fees will be invoiced monthly or when the outstanding balance reaches $500. Maintenance fees are subject to rare change upon sufficient notice.

2.3 Search Engine Submissions and Optimization Fees

Search engine submissions, re-submissions, and search engine optimization other than any original submissions and optimization agreed to in the contract fee will be performed upon request and counted as maintenance time.

3. DISCLAIMERS

3.1 Third Parties

Full House Digital can take no responsibility for third-party CMS, widget or plugin software used, embedded third-party code and content, or services provided by third parties through us or otherwise, including the Hosting of The Client’s Website – although Full House Digital will endeavor to ensure that Website downtime is kept to a minimum, 99.5% uptime guarantee applies only to the Full House Digital hosting plans and not to a third-party VPS that Full House Digital may agree to manage for you for a fee.

3.2 Maintenance and Correction of Errors

Unless a maintenance contract is in place, Full House Digital takes no responsibility for maintenance of the Website after the Work has been completed. However, errors (both technical and typographical) attributable to Full House Digital will be corrected free of charge within a period of one year of project completion, but Full House Digital reserves the right to charge a reasonable fee for correction of errors for which Full House Digital is not responsible, including, but not limited to, malicious or non-malicious modification of the Website by a third party and typographical errors contained in materials provided to Full House Digital by The Client.

3.3 Extent of Work

Installation on the Internet is limited to the uploading of all necessary files to the Host, testing of functionality, and troubleshooting. No registration of the domain, online marketing campaign, or submission of the Website with Search Engines will be undertaken unless otherwise agreed with The Client.

3.4 Consequential Loss

Under no circumstances will Full House Digital be responsible or liable for financial or other loss or damage caused by downtime, failure or use or misuse of its software, code or design, hosting, and email services. The Client should keep backups of their email folders, request from time to time a physical (CD or such) backup copy of their website, and make sure that alternate channels of communication and contingency plans are in place to minimize possible losses as a result of software, hardware, or human failure.

NOTE:

The Client may request a website and database backup. Full House Digital would make such a backup instance upon request. Moreover, The Client may also negotiate regularly recurring website backups at an additional recurring fee. However, most Content Management Systems enable end-users and hence The Client to make backups of the database and content at times when such backups are most pertinent and timely.

Note that backup is a less likely issue with static websites hosted, updated, and maintained by Full House Digital because Full House Digital keeps an offline backup of the last version Full House Digital posted for each client. Therefore, it is not a likely issue unless The Client decides to make an update or updates to their static website on their own using FTP, cPanel, Plesk without the help of Full House Digital. Nonetheless, a physical copy of the website request from time to time or when the website changes significantly is highly advisable.

3.5 Status and Duration of Offers

Proposals and offers are valid for a period of three weeks from the date they are issued. Full House Digital is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed upon by both parties. This timetable must be agreed upon within the three weeks that the offer is valid and must within a week be followed up by payment of the retainer and signing of The General Agreement, The Works, and The Standard Terms and Conditions. If an acceptable timetable has not been approved by both parties within three weeks of the offer being made, the offer is deemed to have expired.

3.6 Search Engine Listings

Full House Digital does not guarantee listings, placements, or rank on Search Engines and The Client accepts that it is Search Engines and not Full House Digital who determine whom they list and whom they do not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a website may never even appear on Search Engine results at all. Full House Digital does not control Search Engines’ algorithms, and huge shifts in position and ranking may appear daily, weekly, and even hourly.

4. COMPLETION OF WORK AND PAYMENT

4.1 Completion of Work

Full House Digital warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with The Client. Full House Digital will not charge more than the amount previously agreed unless The Client has varied the specifications of the Work since the agreement. Full House Digital will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from The Client.

4.2 Supply of Materials

The Client is to supply all materials and information required for Full House Digital to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos, and other printed materials. Where The Client’s failure to supply such materials leads to a delay in completion of the work, Full House Digital has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where The Client’s failure to supply materials prevents progress on the Work for more than two weeks, Full House Digital has the right to invoice The Client for any part or parts of the Work already completed.

4.3 Approval of Work

On completion of the Work, The Client will be notified and have the opportunity to review it. The Client should notify Full House Digital, in writing, of any unsatisfactory points within two weeks of receipt of such notification. Any of the Work which has not been reported in writing to Full House Digital as unsatisfactory within the two-week review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4 Rejected Work

If The Client rejects the Work within the two-week review period and will not approve subsequent Work performed by Full House Digital to remedy any points reported by The Client as unsatisfactory, and Full House Digital considers that The Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and Full House Digital may take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

4.5 Payment

Upon completion of the two-week review period, Full House Digital will invoice The Client for the 50% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by The Client within one month of the date that the invoice was issued.

4.6 Remedies for Overdue Payment

If payment has not been received by the due date, Full House Digital has the right to suspend ongoing work for The Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received one month after the due date, Full House Digital has the right to replace, modify, or remove the Website and revoke The Client’s license of the Work until full payment has been received. By revoking The Client’s license of the Work or removing the website from the Internet, Full House Digital does not remove The Client’s obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1 Offers and Proposals

Offers and proposals made by Full House Digital to potential clients should be treated as trade secrets and remain the property of Full House Digital. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Full House Digital. This includes, but is not limited to, technical features, functionality, aspects of the design, contract, and pricing information.

5.2 Warranty by Client as to Ownership of Intellectual Property Rights

The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names, and trademarks or any other material it supplies to Full House Digital for inclusion on the Website. The conclusion of a contract between Full House Digital and The Client shall be regarded as a guarantee by The Client to Full House Digital that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offense or civil delict. By agreeing to these terms and conditions, The Client removes the legal responsibility of Full House Digital and indemnifies the same from any claims or legal actions however related to the content of The Client’s site.

5.3 Domain Name

Any Domain Name obtained on behalf of The Client will belong to The Client. The Client agrees to indemnify Full House Digital, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4 Licensing

Once Full House Digital has received full payment of all outstanding invoices and the Work has been approved by The Client in accordance with Clause 4.3 hereof, The Client will be granted full ownership/license to use the Website and its contents as its owner, save any material that has other contractual strings attached and is subject to limits defined by its respective licensing terms, for example, third-party stock images, scripts, embeddable players, or content management systems whether proprietary or open source.

5.5 Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain, and to which Full House Digital or their suppliers owns the copyright, may not be copied, published, distributed, or passed to any third parties in any form without prior written consent from Full House Digital. Unless previously agreed otherwise in writing, no modifications may be made by The Client or any third party to code to which Full House Digital or their suppliers owns the copyright. Full House Digital acknowledges the intellectual property rights of The Client. Information passed in written form to Full House Digital, and that The Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of The Client.

5.6 Site Credits and Total Fee for The Works

Full House Digital believes in authors’ right to have their work credited and therefore reserves the right to include a small linked site credit in the footer (at the bottom of the page), the meta-tags code of the HTML and comments in the CSS code. This notice is limited to the words “Website design by Full House Digital”, “Designed by Full House Digital”, “Designed by Ross Mould of Full House Digital” or similar. Since Full House Digital keeps its marketing costs low and passes the saving to its clients by keeping the credits where they belong, the total fee quoted in The Works reflects these savings. Should The Client desire removal of the credit from The Client’s website, The Client should renegotiate the quote for The Works before the contract is signed. After the contract is signed, the fee for visible credits removal is fixed at $500 per site.

5.7 Inclusion in Full House Digital’s Portfolio

Full House Digital believes in authors’ right to take credit for their work and reserves the right to mention and present previous work to potential clients and/or web visitors, be this on the Full House Digital portfolio and/or the portfolio of the person within Full House Digital directly responsible for the design, coding, styling, writing, or photography.

6. RIGHTS AND RESPONSIBILITIES

6.1 Right to Terminate

6.1.1 The Client’s Right to Terminate

The Client may terminate this contract for any reason with a written notice up to three weeks after signing the contract if The Client gives up any claim to the 50% non-refundable retainer fee paid upon signing of the contract. This is to prevent Full House Digital from working on the initial concept for free and to cover some of the cost resulting from scheduling The Client’s project ahead of other potential projects and/or rejecting other potential projects with a similar time frame.

The Client may request that the 50% non-refundable retainer fee be returned if The Client terminates the contract upon failure of Full House Digital to deliver a design concept within the three weeks and that failure does not result from The Client’s failure to provide materials necessary for the concept; also see 4.2 herein.

6.1.2 Full House Digital’s Right to Terminate

Full House Digital may terminate this contract if The Client fails to provide materials necessary to complete The Works; also see 4.2 herein. Furthermore, Full House Digital reserves the right to refuse or break a contract without prior notice if it is believed that The Client’s activities, website, or any material on or for the website is/are illegal, unethical, or promote/s hate.

6.2 Events Beyond the Control of Full House Digital

Full House Digital will not be liable for breach of contract where that breach was due to software, hardware, or electrical failure, natural events such as fire, or other events beyond the control of Full House Digital.

6.3 Supply and Pricing of Services

Full House Digital reserves the right to use whoever it feels appropriate at the time for third-party software and services, and to alter its prices as necessary without affecting existing contractual agreements.

7. INTERPRETATION

7.1 Jurisdiction

This Agreement shall be governed by the laws of Ontario & Canada which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Full House Digital and The Client. The said contract or part thereof is void where prohibited by law.

7.2 Survival of Contract

Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

7.3 Change of Terms and Conditions

These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued. These changes are not meant to affect the agreement defining the scope of work to be done, deadlines, total web design fee, and the initial domain registration fee as outlined in the contract.