This terms and conditions is applied for all clients of Global iTech Systems Ltd who has signed the contract with us. Here the word “contractor” refers to Global iTech Systems and its website designer and developer and “client” refer to Global iTech System’s client.
1. DESCRIPTION OF THE SERVICES. The Contractor will provide website services for the Client by timely providing Website design, Web development, SEO, Web Hosting, Domain Registration, graphics and design (the Services”) in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Client. The parties may at any time modify the scope of the Services by including desired changes in a written” change order” that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such changes order shall become effective when signed and dated by both parties.
2. DESIGN TEAM. The Contractor will use only qualified personnel to provide the Services (the “Design Team”). The Contractor reserves the right to make changes to the design Team in its sole discretion and will provide prior written notice of any anticipation change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Contractor’s expense.
3. PAYMENTS. In consideration for the services, the Client will pay the Contractor in accordance with the payment schedule and terms set forth and agreed upon.
4. OWNERSHIP RIGHTS. The Client will own all of its proprietary information as included in the services as well as all source code, documentation, operating instructions, design concepts, content, graphics, domain names and characters. Any and all such property shall be delivered to the Client on request by the Client. Upon request, the Contractor shall sign all documents necessary to confirm or perfect the exclusive interests of the Client.
5. CONTRACTOR’S OWNERSHIP RIGHTS AND GRANT OF LICENSE. Notwithstanding any other provision of this Agreement, the services will/may include some programming code that the Contractor has previously developed for its own use (the “Contractor’s Prior Code”). The Contractor expressly retains full ownership of such code, including all associated rights to use such code. However, the Contractor also grants to the Client and its users a perpetual, non –exclusive license to use the Contractor’s Prior Code. A copy of a listing of the specific computer files that comprise the Contractor’s Prior Code will be provided to the Client upon completion of the services. Any programming that includes the Contractor’s Prior Code shall include such copyright notices regarding the Contractor’s Prior Code as the Contractor may require.
6. CONFIDENTIALITY. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client ( e.g., trade secrets, know- how and confidential information). The Contractor will protect such information and treat it as strictly confidential. The provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Client all records, notes, documentation and other items that were used, created or controlled by the Contractor during the term of this Agreement. The Client may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.
7. NON- SOLICITATION OF EMPLOYEES. The Client and the Contractor agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.
8. INDEPENDENT CONTRACTOR. The Contractor is an independent contractor with respect to its relationship to the Client. Neither the Contractor nor the Contractor’s employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to the Contractor, the Contractor’s employees, or any governing body for any payroll taxes related to the performance of the services. Upon request, the Contractor will provide evidence of appropriate insurance coverage for workers compensation and general liability insurance.
9. PROMOTION. The Contractor will not use the names, trademarks, service marks, symbols or any abbreviations of the Client, without the prior written consent of the Client.
10. WARRANTY- CLIENT. The Client represents and warrants to the Contractor that the Client owns ( or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the Website, and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Client shall indemnify and hold the Contractor harmless from all losses and claims, including attorney’s fees and legal expenses that may result by reason of claims by thirds parties related to such materials.
11. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
13. INDEMNITY. Each party to defend, indemnify, and hold harmless the other party and its officers. Directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
14. ASSIGNMENT. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.
15. TERMINATION. This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Client shall be obligated to pay only for actual services provided by the Contractor and for expenditures incurred with the Client’s approval.
16. TERMINATION ON DEFAULT. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
17. TAXES. The Client shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the services, if any, or, in lieu of such payment, the Client shall provide with a certificate acceptable to the taxing authorities exempting the Client from payment of such taxes. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
19. GOVERNING LAW / FORUM. This Agreement shall be construed in accordance with the internal laws of the province of Alberta without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the province of Alberta and both parties expressly consent to jurisdiction in such courts.
20. COMPLETE CONTRACT / AMENDMENT. This Agreement supersedes all prior agreements and understandings between the parties for performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
21. SIGNATORIES. Once the client agrees to provide job to the designer or Global iTech Systems Ltd, it will considered as a signed the contract, “this terms and condition” applies immediately from the day of oral approval.
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