TERMS OF SERVICE (“TOS” for DESIGN AND DEVELOPMENT SERVICES)
Your use of One Spiffy (referred to as “The Company” or “OneSpiffy ™” or “OneSpiffy”) Website and/or Application and/or Script and/or Graphic – Design and Development Services (collectively referred to as, “Services”) is subject to these Terms of Service (referred to as “Terms” or “TOS”). OneSpiffy ™ was brewed in Singapore since 2007, made with love in Australia / NZ and registered with the Australian Securities and Investments Commission (ASIC).
We may modify these Terms at any time without notice to you by posting revised Terms on our sites. Your use of our sites constitutes your binding acceptance of these Terms, including any modifications that we make.
Some of the Services may be subject to additional posted conditions, Terms of Service (“TOS”), Acceptable Use Policy (“AUP”), Terms of Agreement (“TOA”), etc.. Your use of these Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.
Cancellation and Refund Policy
If the Customer wishes to cancel its order, it should notify OneSpiffy by email to [email protected] before OneSpiffy sends out its acceptance of the order. Deposits are non-refundable and cover any applicable setup and design costs. Where an order is cancelled after acceptance, OneSpiffy reserves the right to reduce the amount refunded to the Customer by the amount of any costs Incurred during the provision of the Product or Service up to but not exceeding the total cost of the Product and/or Service. A standard administration charge of USD$40.00 will apply to all refunds. Should an order be cancelled by either party, the Customer acknowledges that it will have no right (express or implied) to use any concept or other work Product, Service, Content, or media, nor any ownership interest in or to them.
Where the Customer has engaged OneSpiffy to carry out any Services that requires direct or remote access to a Hosted Environment (either owned by or leased by the Customer) the Customer will authorize and make provisions for OneSpiffy, its employees or authorized subcontractors to access to the Hosted Environment free of charge as is necessary to carry out the Services. The Customer also acknowledges that it has authorization to do so. The Customer shall not access the Software, its Content or data in any way other than through the interface that is provided by OneSpiffy for this purpose. It is the responsibility of the Customer to keep access to these means secure.
The Customer agrees to provide timely responses to OneSpiffy. After requesting further information, review feedback or Customer sign off for any stage of work the Customer shall have 30 days to respond with feedback for further revision work or acknowledgement that a work stage has been completed. If after 30 days the Customer has failed to respond with the requested information, OneSpiffy will take this to mean that the Customer is satisfied that the Project has been completed according to the purchase contract. The Project will be closed and OneSpiffy will have no further obligation to the Customer. The Customer shall pay all costs and fees as agreed in the purchase contract. In the rare case that the Customer requires more time to provide feedback they shall request additional time and specify a date when feedback will be provided to OneSpiffy. This date must be agreed by OneSpiffy to be applicable.
The Customer agrees to, within six weeks of the order date, provide OneSpiffy with all Content required to complete the Project. If complete Content is not provided by this time, then the entire amount of the contract becomes due and payable. If the Customer does not provide complete Content within two months after the Commencement date an additional continuation fee of 10% of the total contract price will be payable each month until the complete Content is provided. Content sent by the Customer to OneSpiffy should be in its final form. Time required to make substantive changes to Content after formatting has been carried out will be treated as additional support and charged at OneSpiffy’s standard hourly rate.
The Customer acknowledges that OneSpiffy’s systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or Software upgrades, telecommunication connectivity problems or other causes outside its control. OneSpiffy agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable. OneSpiffy excludes liability for any loss of profit caused to the Customer as a result of the system not being fully operational. Websites, web applications and other hosted Software will only be available during the period of subscription to the hosting Services provided by OneSpiffy.
This Agreement will terminate when the Customer has signed the Project Completion document or the Review Stage has expired, whichever is sooner. The Customer and OneSpiffy agree to work together to complete the Project by the date specified where applicable. Only when this Agreement has terminated, except through premature termination or any breach of this Agreement, and when all outstanding balances owed to the OneSpiffy have been paid will:
- Rights under this Agreement transfer to the Customer
- Deliverables be sent to the Customer and within 30 days
- Software / Websites be made live and within 30 days where applicable
The Customer agrees that OneSpiffy, in its sole discretion, may terminate its password, account (or any part thereof) or its use of OneSpiffy Services at any time with or without notice. The Customer agrees that OneSpiffy may remove and archive or discard any Content within OneSpiffy Services, including, without limitation, for lack of use or if the Company believes that the Customer has violated or acted inconsistently with the letter or spirit of the Terms of Service. The Customer acknowledges and agrees that OneSpiffy may immediately deactivate, archive or delete your account and all related information and files in your account and/or bar any further access to such files or accounts. If such action is taken as a result of the Customer’s breach of these Terms of Service the remainder of any payment made by the Customer will not be refundable.
Rights and Licenses
Rights and licenses as set out in these Terms of Service will only be transferred to the Customer subject to compliance with these Terms of Service and when full and final payment has been received by OneSpiffy. Until that time, OneSpiffy and its licensors retain full ownership and copyright of any Product.
OneSpiffy will hold designs on file for 12 months. This is not guaranteed and it is advised that the Customer keeps safe a copy of any Product(s) supplied to them. OneSpiffy reserves the right to charge a reasonable fee for re-sending a copy of these Product(s) to the Customer. This will cover the cost of Administration and postage where applicable.
The licensing of any third party font, art work, photograph or image used in any Product remains the responsibility of the Customer. The Customer unconditionally guarantees that any elements of text, graphics, photos, fonts, designs, trademarks, or other artwork supplied to OneSpiffy for inclusion in any Product(s) are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend OneSpiffy and its subcontractors from any claim or legal action arising from the use of such elements furnished by the Customer.
OneSpiffy grants to the Customer, a personal, non-transferable and non-exclusive right and licence to use a single instance of the Software on a single computer for any business application or website purchased in full on a non-subscription basis; provided that the Customer does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer or attempt to discover the source code in any other way, sell, assign, sublicense the Software or any associated files. Any Software is used under license from OneSpiffy and remains the copyright of OneSpiffy and its licensors.
OneSpiffy agrees that the Content supplied by the Customer will remain the copyright of the Customer or its licensors.
OneSpiffy grants to the Customer, a personal, non-transferable and non-exclusive right and license to use the final design(s) chosen by the Customer if they have been purchased in full on a non-subscription basis. The Customer or its agents may re-produce the design(s) for the promotion of the Customer. The design(s) may not be reproduced in any other way without the prior written consent of OneSpiffy. All other designs, logos, materials, concepts, media or Content produced during any of the revision stages before the final design will remain the ownership and copyright of OneSpiffy. This material may not be reproduced in any other way without the prior written consent of OneSpiffy. The Customer acknowledges that these designs, materials, concepts, media or Content may be used by the OneSpiffy to promote the Services of the OneSpiffy. The Customer hereby grants license to the OneSpiffy to reproduce the Customer’s logo or mark if it appears in these design(s) solely for the purpose of promoting the Services of the OneSpiffy.
Schedule of Work
The following schedule describes the stages in the design and development process and acceptance tests for each stage. Not all stages may be applicable to all products.
Based upon initial consultation with the Customer, OneSpiffy will produce an initial concept design. This is to be used as a starting point for the project and will help to define its direction. The Customer will give feedback when requested by OneSpiffy and OneSpiffy will revise the concept design(s) based upon this feedback. The Customer will provide constructive feedback that drives the designs towards completion. With each revision, the design choice should be narrowed towards the final design. When the Customer is satisfied with the final design then the Design Stage is complete. Any further amendments to the design after this point will incur additional fees.
Once the designs have been finalized and final Content provided by the Customer, the development work can begin. When development has been completed, the Website / Software will be uploaded to a test location for the Customer to review and the Development Stage will be completed.
The Customer will have 30 days to review the Website / Software, to ensure that it meets the specification as set out in the Purchase Contract. If the Customer feels that any areas of work as set out in the specification have not been met, or they identify any errors or defects within the Review Stage, then they will raise these issues with OneSpiffy within 48 hours. An error or defect is any feature from the specification that does not operate as intended according to the specification. Any change to the hosting environment that causes such defect shall not be considered a defect. Any errors or defects will be rectified by OneSpiffy at the earliest opportunity. The Review Stage will be complete when the Customer has signed the Project Completion document, or when the 30 day review period has expired, whichever is sooner. This will also mark the end of the Agreement.
Disclaimer of Warranties
The Customer expressly understands and agrees that: All warranties, conditions and representations whether express or implied other than express warranties stated by OneSpiffy in writing are expressly excluded except in circumstances whereby OneSpiffy is by law unable to exclude or limit such liability. OneSpiffy makes no warranty that any of its Software will work as intended on any other Hosted Environment, other than the Hosted Environment for which it was originally developed. Where the original Hosted Environment is changed, it is the responsibility of the new hosting provider to ensure that the Software, and any related configuration or security provisions are set up properly. Once the Hosting Environment is changed in any way, OneSpiffy will have no responsibility or liability for the operation or miss-operation of the Software or any issues that arise as the result of the Hosted Environment change.
The Customer agrees that it uses the Products and Services supplied by OneSpiffy at its sole risk. The Services are provided on an “as is” and “as available” basis and OneSpiffy and its suppliers, to the fullest extent permitted by law, make no warranties, express or implied, in relation to these Products and Services.
OneSpiffy, any other party (whether or not involved in creating, producing, maintaining or delivering the Software), and any of OneSpiffy’s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to the Customer or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with, as a result of or caused by any of the following:
- The Software in any way or in connection with the use of or inability to use the Software, any websites linked to Software or the material on such websites, including but not limited to loss or damage due to viruses that may infect computer equipment, Software, data or other property on account of the Customers access to, use of, or browsing the Software or its downloading of any material from the Software or any websites linked to the Software;
- Unauthorized access to or alteration of the Customers transmissions or data; statements or conduct of any third party on the Service; or any problems resulting from improper use of the Software by the Customer or any other third party;
- Technical fault or any other fault caused by OneSpiffy or any third party.
If the use of material from the Software or the Software itself results in the need for servicing, repair or correction of equipment, Software or data, the Customer will assume all costs thereof. Nothing in these terms and conditions shall exclude or limit OneSpiffy’s liability for:
- Death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977);
- Misrepresentation as to a fundamental matter; or
- Any liability which cannot be excluded or limited under applicable law.