DOMAINSTAR TERMS AND CONDITIONS OF SERVICE
The following Terms & Conditions of Service apply to all products and services provided by DomainStar.
All work carried out by DomainStar is carried out on the understanding that the Client has read understood and accepted these Terms and Conditions.
Copyright on all design work (including words, pictures, ideas, visuals and illustrations) shall be retained by DomainStar unless released in writing and after fees have been settled.
If a choice of designs is presented, only the one chosen shall be considered as fulfilling the contract with the Client. All other designs remain the property of DomainStar.
Any dispute shall be governed by the laws of Cyprus and in Cyprus Courts.
1. PROJECT ACCEPTANCE:
DomainStar shall provide the Client, by email, with a proposal (“the Proposal”) with a written description of the services to be offered (the “Services”) and an estimate or quote for the services to be offered.
A copy of the Proposal shall be signed by the Client and returned to DomainStar. By signing the Proposal the Client agrees to the provision of the Services by DomainStar for the price quoted and shall be legally bound by it.
By signing of the Proposal the Client declares that he has read and understood these Terms and Conditions and agrees to be legally bound by them.
2. SERVICES OFFERED BY DOMAINSTAR:
2.1 DomainStar will offer website design & development service to the Client. DomainStar will design and develop the website for the Client, as stipulated in the proposal/quote and based on the quote’s features and fees which will be agreed and signed off by the Client.
2.1.2 The website process will be as follows:
2.1.3 The client signs off the proposal/quote and settles the initial deposit invoice of 50% project value/fees. Once DomainStar receives the payment, the project is initiated.
2.1.4 DomainStar will design and develop for the client a website which is 70% completed (first iteration), based on the agreed features in the proposal/quote. The client will review the website and provide feedback to DomainStar. The client is allowed to provide unlimited rounds of feedback to DomainStar. However, any change/update/ improvement that does not fall under the agreed scope of services, will be charged an extra €35 plus applicable VAT per hour of work.
2.1.5 The client will provide DomainStar with all of the website content, once the first iteration is completed. This will include text, images, videos and anything else which relates to the content on the website.
2.1.6 DomainStar will implement the client’s website content and provide 2 rounds of feedback, related to content improvements.
2.1.7 DomainStar will deliver the website on the client’s official domain name. Before this happens, the client will need to settle the remaining 50% project value/fees invoice. Once DomainStar receives the invoice the website migration begins, from DomainStar’s development server to the client’s official domain name.
- DomainStar agrees that after the website is delivered to the client and if requested by the client within 15 days from delivery, they will make reasonable changes/updates/improvements to the client’s website. However, the client agrees and acknowledges that any changes beyond reasonable commercial practice will be charged extra from the agreed fee at an agreed rate of €35 plus applicable VAT per hour of work.
- DomainStar will offer maintenance and support services to the client’s website for 12 months, commencing on the date of installing the client’s website on DomainStar’s hosting server. The maintenance and support services provided shall be detailed in the agreed proposal/quote.
2.1.8 In the event that DomainStar completes the work based on the project requirements document and the client doesn’t deliver the content (text, images, videos, etc), then DomainStar will issue the 50% remaining invoice.
2.3.1 The client agrees that functionality and interactivity enhancements are not included in the maintenance and support services and if requested by the client will be charged extra from the proposal/quote.
2.3.2 DomainStar will offer website hosting services to the client’s website for 12 months. The website hosting service shall be detailed in the agreed proposal/quote.
2.4 Upon agreement in the proposal/quote, DomainStar will provide online marketing services to the client, which will include Search Engine Optimisation, Google ads, Facebook & Instagram ads & Email marketing.
2.4.1 The client will provide DomainStar access to all of the information regarding the client’s website, online presence and offline activities. This will enable DomainStar to get a better understanding & act accordingly.
2.4.2 The client will provide DomainStar with any requested information and/or material and/or equipment that is reasonably necessary for the execution of the online marketing services, not later than 6 weeks from the date the proposal/quote has been signed. The client understands & agrees that any delays in terms of providing the necessary information and resources, will increase the time required for DomainStar to perform and cause delays to the project timeframes. DomainStar will not be liable for such matters.
2.4.3 DomainStar will generate monthly invoices, based on the agreed deliverables of the digital marketing strategy, which will be due to 15 days.
3. CLIENT’S RESPONSIBILITIES:
3.1. The Client shall provide DomainStar with any requested information and/or consents and/or directions and/or material and/or equipment necessary for the provision of the Services not later than 6 weeks from the date the Proposal has been signed by the Client.
3.2. The Client understands and agrees that DomainStar’s capacity to respond to any timeframe is contingent on the timely execution of all obligations of the Client and/or the delivery on behalf of the Client of any necessary material and/or information and/or consents and/or directions and/or equipment that may be required, and any delay to the provision of these and/or any changes or reconsiderations by the Client of any designs may cause delays in the provision of the Services and/or delays to agreed deadlines, for which delays DomainStar shall have no responsibility and shall not in any event be liable.
3.3. In case any of the events mentioned in paragraph 3.2 above occurs, DomainStar shall have the right to set new timeframe for the delivery of the Services and/or to terminate the provision of the services. In case of such termination DomainStar shall charge a cancellation fee based on the stage of the creation of the website. The Client shall also be liable to DomainStar for any damages and / or any consequential and / or indirect loss and / or loss of profit, whether that was contemplated at the time of signing of the proposal or not.
4.1. Payment of the agreed amount for the services offered by DomainStar shall be settled by the Client as follows:
- i) 50% of the total amount will be paid upon signing and acceptance of the Proposal.
- ii) 50% of the total amount will be paid upon the completion and delivery of the Website to the Client, before the Website’s launch date.
4.2. Any changes or reconsiderations to any functional or visual designs of the Website required from DomainStar by the Client will be charged extra from the agreed amount stipulated by the Offer signed by the Client, at an agreed rate of €35 plus applicable VAT per hour of work.
4.3. Functionality and interactivity enhancements, are not included in the Maintenance and Support Services, and if requested, these shall be charged extra from the annual fee for the Maintenance and Support Services at an agreed rate of €35 plus applicable VAT per hour of work.
4.4. Fees for Digital Marketing provided by DomainStar are payable upon issue of the relevant invoice, on the 1st day of each month of the agreed period and DomainStarretains the right to terminate the provision of such Service to the Client any time on a week’s written notice without giving a reason for such termination and without any damages being payable to the Client.
5.1. Maintenance and Support Services will be automatically yearly renewed upon the expiration date of the yearly period, unless a written notice is provided by either party of their intention to terminate the Maintenance and Support Services, one month prior to the expiration date of the yearly period.
5.2. The annual fee for each renewal shall be payable and shall be settled by the Client on the first month of the renewal and DomainStar reserves the right, on a week’s written notice to withhold, suspend or disable all or any of the Services provided by them.
5.4. Software versions, for example WordPress versions, have a life cycle of 3 to 4 years and that after that period websites become very vulnerable to hacking attacks, which may cause problems to the hosting server. Client shall upgrade to the newer software version, every 3 or 4 years, which can be done by DomainStar with the additional cost for the migration work to be settled by Client at DomainStar rate of €35 plus VAT per hour of work. If the Client does not upgrade to the newer software version, DomainStar reserves the right, without prior notice to Client, to withhold or suspend the Client’s Website, in order to protect DomainStar hosting server from harmful and hacking attacks.
6.1. Termination of the Services by the Client must be requested in a written notice and will be effective by the end of thirty (30) days from receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed (including any expenses incurred).
6.2 Termination may also occur in the following instances:
6.2.1 If either DomainStar or the Client violates any Term or Condition, where such violation is not compensated within 7 (seven) calendar days from the dispatch and/or communication of a written notice to the liable party, reporting such violation.
6.2.2 By DomainStar which will withhold or suspend or disconnect or discontinue all or any of the Services and/or any other services provided to the Client, immediately, without any prior notice to the Client, where the Client is in arrears with payments for any amount owed to DomainStar for one month after it becomes due.
6.2.3 By DomainStar without any prior notice to the Client, where DomainStar determines that the Client’s use of the Website or any content of the Website is for fraudulent, unlawful or prohibited purposes, or where Client uses content in a way that affects the performance of the safety of DomainStar’s hosting server.
6.2.4 By DomainStar if the Client is a respondent in a bankruptcy and/or liquidation and/or of similar effect proceeding and/or notification of bankruptcy and/or notification and/or of similar effect proceeding and/or a delivery and/or winding up and/or of similar effect court order is issued against the Client.
6.2.5 In any other way stipulated in the Agreement.
6.3. In the event of termination of the Services the Client shall remain liable for any monies due to DomainStar and DomainStar shall also be compensated for any services provided to the Client up to the date of termination. The Client shall also be liable for any damages, direct or indirect, whether such damages were contemplated on signing of the Proposal or not as well as for any loss of profit DomainStar suffers by result of such termination.
6.4. All terms relating to damages rights of DomainStar against the Client by reason of termination will survive such termination.
7. CLIENT’S REPRESENTATIONS AND WARRANTIES:
7.1. Client hereby represents and warrants to DomainStar, and agrees that during the provision of the Services by DomainStar will ensure that:
- i) Client will comply with all terms and conditions of the software and / or hardware and / or other programs used by DomainStar for the provision of the Services.
- ii) Client will comply with all applicable laws, rules and regulations and use the Website only for lawful purposes; and
iii) Client is the owner or valid licensee of the Website content and each element contained therein, and that Client has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Website content and each element contained therein, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by DomainStar to pay any fees, residuals, guild payments or other compensation of any kind to any third person,
- iv) Client’s use, publication and display of the Website content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated;
- v) Client has used his/her best efforts to ensure that the Client’s Website content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
8. PROHIBITED USES:
The Client will not store or provide content or link to the Website to any material which violates local or foreign laws or these Terms and Conditions. The Client shall use the Services only for lawful purposes and in accordance with all valid local and foreign laws and regulations governing the use of e-mail and the Internet, whether or not specifically prohibited elsewhere in these Terms and Conditions. Failure to abide by the terms of this paragraph shall be ground for immediate termination and DomainStar shall have the right to immediately remove any violating content from the Client’s website and notify the authorities.
9. LIMITATION OF LIABILITY:
9.1. DomainStar assumes no liability against Client or any other third person, for any direct, indirect, secondary damages or loss of profits other similar damages due to technical problems and disturbances within the Internet over which they have no control including, but not limited to, communications failure, server downtime, bugs, software updates, theft, destruction or unauthorized access to DomainStar’s records, programs, equipment or services.
9.2. DomainStar’s liability and will not exceed the aggregate service fee already paid to DomainStar by the Client for the Services whether caused by failure of delivery, non-performance, defects, breach of warranty or howsoever otherwise caused, provided.
9.3. DomainStar’s liability in case of loss of profit or revenues will be limited to cases of intentional infliction of such loss and/or gross negligence by DomainStar. Such liability shall further be limited to predictable damage, for a maximum of the aggregate service fee already paid to DomainStar by the Client for the Services provided.
9.4. For the period that DomainStar provides to the Client Digital Marketing, DomainStar assumes no liability for the following:
9.4.1. For the exclusion of the Website from any search engine and / or any Social Media at any time, as DomainStar has no control over the search engine and Social Media’s policies as to which sites and content are acceptable by them.
9.4.2. For rankings / traffic / indexing issues related to Google penalties or Algorithm changes.
9.4.3. For the Client’s choice to link to or obtain a link from any particular website without prior consultation with DomainStar.
9.4.4. For the activities and comments of other Social Media users.
9.5. DomainStar will not be liable for any unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received or stored in its system by the Client or any other third party.
9.6. This limitation of liability reflects an informed, voluntary allocation of risks (known and unknown) between the parties that may exist in connection with the provision of the Services. The terms of this section will survive any termination of the provision of the Services.
Client agrees to indemnify and keep indemnified and harmless DomainStar and shall be liable to DomainStar for any direct or indirect damages, including but not limited to financial loss and property damage, resulting from any claims, suits, actions, demands, proceedings and expenses (including, but not limited to lawyer’s fees) threatened, asserted or filed by a third party against DomainStar arising out of the Client’s use of the Services in breach of the present Terms and Conditions or is for unlawful, prohibited or fraudulent purposes.
11. DISCLAIMER OF WARRANTY:
11.1. The Client acknowledges that neither DomainStar nor any of their respective employees, officers, directors, shareholders, agents, representatives, attorneys, suppliers, and merchants makes any warranties or representations of any kind, expressed or implied, including but not limited to warranties or representations of merchantability or fitness for a particular purpose, or non-infringement, for the Services they provide. Further no warranties or representations are being made that the Services will not be interrupted or error free, or as to the results that may be obtained from the use of the Services or as to their accuracy, reliability or content. No oral advice or written information given by DomainStar will create a warranty and the Client may not rely on any such information or advice.
11.2. DomainStar will not be liable, and they expressly disclaim liability for the content of any data transferred either to or from the Client or stored by the Client or any of the Client’s clients via the Services provided by DomainStar.
11.3. DomainStar does not guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the Internet.
11.4. The terms of this section shall survive any termination of the Services.
12. PROPERTY RIGHTS:
12.1. The Client agrees that the responsibility for all actions necessary regarding the copyright protection for the designs created by DomainStar especially for the Client will be the Client’s.
12.2. Notwithstanding the above terms of this section, DomainStar will not transfer to Client any DomainStar technology. All rights, titles and interests in and to any DomainStar technology will remain solely with DomainStar. Client shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from DomainStar.
12.3. DomainStar owns all right, title and interest in and to the Services and DomainStar trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems.
13.1. The Client agrees that DomainStar will use reasonable procedural, technical and physical safeguards in order to protect the personal information of the Client. DomainStar will not disclose to any third party the Client’s personal information outside DomainStar and and its affiliates or subcontractors without Client’s consent.
13.2. The Client agrees that this data protection cannot be fully guaranteed by DomainStar, as there are many factors throughout the Internet that are beyond DomainStar’s reasonable control.
13.3. Notwithstanding the above, Client agrees that DomainStar will use the personal information given by the Client to operate and provide their Services to the Client and to communicate with the Client. Further DomainStar reserves the right at all times to disclose any of the Client’s personal information in order to satisfy any applicable law, regulation, legal process, court order or governmental request.
13.4. The Client warrants that personal data which will be shared or disclosed to DomainStar have been collected and processed in compliance with the Data Protection Laws and that all necessary information have been provided to the data subjects.
14. FORCE MAJEURE:
14.1. No party will be liable for any direct or indirect damage occurred to the other party (other than default of payment) is such damage is beyond the parties’ reasonable control, including, but not limited, to acts of God, fire, flood, accidents, labour disputes, acts of war or terrorism, supply shortages or third party’s failure to perform its duties which are relevant to the performance of either party obligations.
15.1. Without prejudice to Section 13 of this Agreement, Client agrees that during the time period where DomainStar provides the Services to the Client DomainStar may publicly refer to the Client, as their Client. There will be no other public reference to the Client without the Client’s written consent.
15.2. Client agrees to retain a text with link to http://www.DomainStar.me, on the footer of their Website, after the delivery of the Website. The text will be as below:
«Website Designed and Developed by DomainStar Ltd»
16.1. Client agrees that any notices given to him by DomainStar will be deemed to be delivered if they are being delivered to the latest address given by the Client to DomainStar.