Terms & Conditions
Contract Terms and Conditions
This General Services Contract “Agreement” applies to all products is made effective upon completion of the purchasing of any product sold on StartUp51.co.
Inga Davidian
1. IDENTITIES
Identity of Contractor
StartUp51 (hereinafter the “Contractor” or “StartUp51”) is a Corporation with offices at
630 Freedom Center Drive, King of Prussia, PA 19406.
Identity of Client
Purchaser of product from StartUp51.co. Individual making the purchase either independently or as a representative of a business or organization.
2. CONTRACTED SERVICES
The Contractor agrees to perform website design and development, marketing, print and/or software programming work for the Client as outlined in the product details on StartUp51.co.
3. PAYMENT TERMS & TAXES
Project Based Scope
Payments, Deliverables and Payment Schedule
The Client understands that upon commencement of a project, the Contractor begins scheduling resources and purchasing/setting up software and tools. For this reason, all payments are non-refundable.
Website development projects will be paid in a single installment. The payment will be due prior to the commencement of work.
By giving final “approval” for the completed project, the Client agrees that they have done a full review of the site and site functionality and is satisfied that all design and software development is complete to the Clients requirements per the contract. Any modifications to the design or software after “Go Live” will be considered additional work outside the scope of the original product purchase and billed accordingly.
Project Continuances/Maintenance and Service Agreements
Invoices
All Service Retainer Charges and other fees will be due in U.S. dollars within fifteen (15) days of the date of invoice. Invoices will be issued at the start of each month of service. A late fee of five percent (5%) per month may be assessed on any amount that is overdue by fifteen (15) days. If payment is returned to StartUp51 with insufficient funds, the Customer is considered to not to have paid and subject to a returned check charge of $75.
Collections and Disconnection of Services.
StartUp51 reserves the right to send customer to a national collections agency if any invoice has not been paid for more than 90 days. StartUp51 reserves the right to add a 75% administration fee on top of any amount sent to collections agency. StartUp51 will request the Collections Agency to post the collections to the customer’s credit report.
StartUp51 reserves the right to send customer to a national collections agency if any invoice has not been paid for more than 90 days. StartUp51 reserves the right to add a 75% administration fee on top of any amount sent to collections agency. StartUp51 will request the Collections Agency to post the collections to the customer’s credit report.
In addition, all Customer Services may be disconnected, with five (5) days written notice, if any timely invoiced amounts are not paid within forty-five (45) days of the due date.
The Client hereby agrees to pay for all costs and expenses, including all finance charges, reasonable attorney fees and court costs, arising from collection of any outstanding balances. The Client agrees to be responsible for any business loss or liability resulting from the disconnection of services and to not hold StartUp51 liable for any losses or liabilities thereof.
Taxes
Client agrees to pay for any Gross Receipts tax, if applicable.
Rush Fee
If the client requests changes to be done on the website in less than three (3) business days and the client does not have a monthly maintenance retainer contract with the contractor, then the contractor may charge a rush fee of double the normal rate for the service provided.
4. TIMELINE
Client understands that the web development process requires the client’s feedback and approvals as part of that process. A promised timeline either implied, verbal or in writing by StartUp51 can only be maintained if client provides feedback within 2 business days of the request being made by StartUp51 staff. Feedback and requests may be made via email or Contractor provided support platform. Failure for the Client to provide timely feedback at any point during the project dissolves all timeline obligations promised by StartUp51. StartUp51 also reserves the right to extend timelines due to staff illness, acts of God or emergencies.
5. CONTENT, COPY, IMAGES, ERRORS, CORRECTIONS, COPYRIGHTS
If the client chooses to hire a third party to produce the necessary digital images, the client is still held solely responsible for ensuring the files are in acceptable format and for delivering the files to StartUp51.
Content Errors and Corrections
Errors or missing information on the website, ads or collateral that is a result of incorrect information supplied by the Client, once identified and correct information supplied by the client, will be corrected at the expense of the Client. Errors or missing information on the website or marketing materials that occur as a mistake of StartUp51 will be corrected by StartUp51, once identified, as long as the contractor has access to the website or asset editable files.
Content & Graphic Copyrights
The Client warrants to StartUp51 that all content (copy and images) supplied to StartUp51 to be placed in the website, ads or collateral conforms to the following:
a. The Client has full rights to reproduction of the content and all rights under copyright law to use the content on the Internet.
b. The Client has obtained all necessary consents or approvals from any party in connection with placing the content on the website and Internet.
c. The Client will not hold StartUp51 responsible for any copyright violations as fault of the client.
d. The copyright of all custom design work contracted and paid for, per the SCA, shall remain the sole property of the client.
e. If any graphics, website graphic design or templates are not custom developed for the client by the contractor, the client understands that the use of those graphics are governed by the source from which they came. Furthermore, the client understands that in most cases, these graphics, web graphic designs or templates may also be downloaded and used by other parties.
b. The Client has obtained all necessary consents or approvals from any party in connection with placing the content on the website and Internet.
c. The Client will not hold StartUp51 responsible for any copyright violations as fault of the client.
d. The copyright of all custom design work contracted and paid for, per the SCA, shall remain the sole property of the client.
e. If any graphics, website graphic design or templates are not custom developed for the client by the contractor, the client understands that the use of those graphics are governed by the source from which they came. Furthermore, the client understands that in most cases, these graphics, web graphic designs or templates may also be downloaded and used by other parties.
6. SOFTWARE OWNERSHIP, DISTRIBUTION, ERRORS, & SECURITY
Any programming work that has been released to the client and/or on the live website must be paid for in full by the client.
a. Ownership – Assets, Software, and Custom Code Solution
StartUp51 will release ownership of all marketing materials and development products created for client upon client approval and delivery of said assets. StartUp51 will maintain reproduction rights to all custom coded solutions and production processes.
b. Ownership – 3rd Party or Open Source Software
Client understands that any software purchased from a 3rd party may require licensing by the 3rd party. Licensing may incur recurring renewal fees per the 3rd party licensing requirements. Client is responsible for payment of these recurring fees.
b. Errors, Bugs and Corrections – Custom Software
All software custom developed by StartUp51 for the client will be built to be as bug free as possible and will be subject to review by client before final approval. However, once the software is approved by the client and made live to be used by the public or the client, any additional corrections or modifications made to the software will be billed at an hourly rate by StartUp51 if not part of an ongoing retainer.
c. Errors, Bugs and Corrections – 3rd Party or Open Source Software
StartUp51 is not responsible for malfunctions of 3rd Party or Open Source software purchased and installed on a website for the client. StartUp51 will attempt to correct any found bugs as requested by the client within the hours allotted for the project.
d. Errors, Bugs and Corrections – Websites Not Hosted by StartUp51
If a website is not hosted by StartUp51, Client understands that StartUp51 may not be held liable for any broken or malfunctioning software on the clients website nor the website itself if it stops working or is removed from the server. Furthermore the client may not hold StartUp51 liable for security breaches or any other aspect of the website business, content or functionality.
e. Software Upgrades, Maintenance and Security
StartUp51 is not responsible for upgrading custom, 3rd party or open source software regularly unless client and the Contractor have a maintenance contract in place specifically authorizing upgrades. Furthermore, Client understands that not upgrading software may lead to security holes and breaches after an extended period of time due to technology becoming outdated and agrees to take responsibility for any security breaches which are due to software that has not been upgraded or maintained. Once a software application or website has been released to the client or to the Internet, further revisions, corrections or upgrades to that software or website may be charged hourly by StartUp51 in addition to any fixed contracted work.
g. Supported Web Browsers
Unless otherwise agreed to per the SCA, StartUp51 will test projects and develop for the latest two released versions of Firefox, IE, Safari and Chrome browsers.
9. ADVERTISING
Client hereby authorizes StartUp51 to identify Client as a Client of StartUp51 and use Client Name in marketing materials as well as announce relationship in ads or press releases pending Client approval of release prior to distribution.
10. SUB-CONTRACTORS & TRANSFER OF ASSIGNMENT
StartUp51 retains the right to sub-contract any portion of development projects to another firm or individual. However, StartUp51 will be the principal developer and contact. Principal developer is defined as entity producing at least 65% of the contracted work.
It is agreed that StartUp51 shall have the right to assign or transfer any duties, rights or obligations due hereunder with 15 days notice to the Client.
11. LIABILITY
In the event that Client is dissatisfied with StartUp51’s performance of its obligations hereunder due to material StartUp51 errors or due to StartUp51’s material breach of its web development obligations hereunder, Client agrees that StartUp51 shall not be liable to Client except (i) to make a reasonable effort to remedy the problems, and (ii) if the problems cannot be remedied within a reasonable period of time, then the Client’s sole remedy shall be termination of the contract.
Copyright Liability
The Client agrees to indemnify StartUp51 for all liability, cost or expense, attorney fees, or any other claim arising from posting copyrighted content on the World Wide Web by StartUp51 to the Clients website per the Clients request.
Software Liability
The Client agrees to indemnify StartUp51, its staff and owners, for all liability, cost or expense, attorney fees, or any other claim arising from problems with software developed in open source or by a third party and installed on the Client’s website or app by StartUp51.
Client understands that all software programs have bugs even after completion and testing.The Client agrees to indemnify the StartUp51, its staff and owners, for all liability, cost or expense, attorney fees, or any other claim arising from problems with software custom developed by StartUp51.
Hosting Liability
The client understands that StartUp51 and its staff are not liable for any issues related to website hosting.
13. EMPLOYMENT OF CONTRACTOR STAFF
Client agrees that during the term of this agreement and within eighteen (18) months after termination of this agreement, Client will not employ directly or indirectly any person or persons who are current employees or contracted staff of StartUp51 without prior written permission of StartUp51 CEO. This includes employees who were with StartUp51 during the most recent year of contracted services with StartUp51 even if that employee is no longer with StartUp51. If aforementioned person is employed by the Client during that eighteen month period, a headhunting fee will be paid to StartUp51 by the Client in the amount of 35% of any fees paid to the employed or contracted person.
14. TERMINATION OF CONTRACT
Non Retainer Project
Without cause, either party may terminate this agreement after giving thirty (30) days prior written notice to the other party of intent to terminate without cause. The parties shall deal with each other in good faith during the 30-day period after notice to terminate. Automatic tacit renewal shall not apply once notice of intent to terminate has been given. With reasonable cause, either party may terminate this agreement effective immediately upon giving written notice of termination for cause.
Monthly Support or Marketing Plan Contract Exception
If a Service Retainer exists between the Client and StartUp51 and is cancelled by the Client prior to the fulfillment of the entire span of the plan, then the amount owed to StartUp51 for unused months will equal ½ total fees of all remaining unused months combined on that specific plan.
