Terms and conditions
Terms and conditions:
Below are the standard terms and conditions of Smileway Inc., Vietnam. All content on this site is Copyright (c) 2017 Smileway Inc.
Please make sure you read all our terms and conditions as these form the basis of our contract with you. These terms are legally binding and apply worldwide for any work, services or products of Smileway Inc. and we have the right to change these terms and conditions at any time without notice.
If there is any dispute over anything throughout the project we will refer back to the general T&Cs here (as well as to what we agreed specifically with you).
General Project Assumptions:
At least one of the Cost, Time or Quality will be affected should additional functionality or extra rounds of amends be added by the client. Costs, timings and quality are all linked, if there is more emphasis/pressure from the client on one or more of these elements then there will be a knock on effect on the other elements. Each stage of the project will need to be signed off by the client, and once a stage of the project is signed off, if we have to go back and re-do or change elements that have been signed off, then this could incur additional charges and will be left to the discretion Smileway to decide whether to charge or not.
When a client signs off a stage of the projects or feeds back with a round of amends, we are assuming the client has liaised internally with all other stakeholders for all their comments before coming back to us. Smileway has the right to display any website we develop in our websites’ portfolios unless otherwise negotiated with the client.
Our agreed costings are usually based on the requirements outlined in our meetings, the brief, the technical spec and/or approved wireframes. Anything outside of this will need to be discussed and costed for separately. If the client/partner agency keeps asking for additional features/pages/functionality then the costs will go up. Our estimates/quotes/proposals are only valid for 30 days if not specifically stated otherwise.
Anything which is undefined or is ambiguous from the discussions/emails/brief will also be left to our interpretation and will need to be discussed and costs will be provided if appropriate. Anything discussed or requested after the project costs have been approved/agreed will need to be discussed and costed for separately. Any additional requirements or alterations asked for will almost always have to be charged for at our standard hourly rate on top of our original estimate. As a service based company we have no choice but to cover the time we spend working on your website/application/product in order to remain financially healthy and stable.
Ongoing Technical Support / Monthly Fees / Costs:
For all projects we undertake we charge an ongoing monthly support, maintenance and hosting fee which would be reviewed at least every 12 months to ensure the figure is appropriate to provide the level of support required – realistically it’s only ever likely to go up rather than down. This can be paid by monthly standing order, or in full annually in advance.
If the you require any bespoke updates in addition to what is mentioned in the scope or going forwards after the site is live, then this would be chargeable at our current hourly rate with a minimum charge of 1 hour per request.
Our working hours are Monday to Friday 9am-6pm, and technical support requests made within these hours are subject to our standard terms and conditions, however if you need additional work completing or support outside of these hours then our costs are 2x (double) our usual rate.
Our standard upfront payment terms are that we receive a 30% payment upfront to be paid immediately before we begin work, and then we would plan further milestone payments once we achieve certain points in the project with the remaining payment paid on 14 day payment terms once the development work on the project is complete (not when the site goes live).Once the development work has been completed (and regardless of when the client decides to put the site live), the monthly fees will become chargeable at the rate agreed.
For the monthly fees, the client has the option to pay 12 months in advance, or to setup a standing order which will pay us the agreed amount at the end of each month. If taking the standing order route, its up to the client to send us confirmation when the monthly fees have been setup from their end. There is a 1 month cancellation / notice period which a client can give Smileway once the programming work has been completed and the website is live. Smileway can also give a client notice on the same terms. If the client fails to pay the monthly fees using either of the methods above, then Smileway reserve the right to turn the client's website/application off until the appropriate payment has been received.
Generally our invoices have payment terms of 14 days, unless otherwise specified or agreed upon by Smileway. Under the Late Payment of Commercial Debts (Interest) Act 1998, interest of bank rate plus 5% bank charges/penalties, is payable on any invoice in the event of payment not being made within the terms specified in the invoice. We reserve the right to suspend your website/application/the service or product we have provided to you in the result of an invoice being overdue. All work done by Smileway remains as the property of Smileway until paid for in full by the client. Once Smileway have been commissioned to start some work, if the client/partner agency subsequently changes their mind, we reserve the right to charge you all of part of the remaining fees as we see appropriate (as we may have already started the work, or incurred costs in time spent). In the event of non payment or bad debt we reserve the right to turn your website/application/product off (we will provide a 7 day notice in writing before we do so). To re-activate your website/application/product, there is a minimum fee of £100+VAT.
Licensing / Intellectual Property Rights / Copyright:
All programming and database code, content management systems used, software systems, databases, technologies, web site code, and other work developed by Smileway Inc. is copyright, and the Intellectual property of Smileway Limited. Our code, Content Management System (CMS), software / database systems, and other products are licence based and are not sold and are the intellectual property and copyright of Smileway Inc..
By using Smileway products and/or services, you agree not to attempt to replicate, copy or redistribute these. Any attempt to do so will be considered an illegal act and we will seek full punishment by law. We reserve the right to re-use and re-develop any of the code we write or ideas we develop in our database and software systems, websites, applications, products and code.
By using CMS, our content management system you are not entitled to the source code, but if anything happened to us then we would give you a fully licensed copy of the system for you to manage your own site on. This copy would not be re-sellable.
Please note we do also have other work going through and other clients we are working with who also have demands and deadlines, so from the point of you providing project sign off, we may not be able to start on your project work immediately. Once we have your approval to progress with your projects, then we can then book the work in and schedule the key project milestones. We also recommend an appropriate amount of time is allowed for testing. If this figure is cut down or not allowed for, or squeezed out due to tight client deadlines, and the site is put live then please be aware that there will probably be bugs.
We recommend the client/partner agency is involved in the scoping and specification stage of the project so that a tight brief/technical specification is created as we will ultimately build to these specifications. Incomplete (and inconsistent) requirements and unrealistic deadlines often force developers into making decisions about how to implement features or will mean that there are gaps discovered in the project further down the line. So if there is anything in addition to what is in the brief/specification or if there is anything unclear in the scope or work agreed, then we will deem this as a ‘change request’ and this will result in an appropriate charge.
Throughout the project we are working to the general assumption that there are two sets of amends* per stage of the project unless otherwise stated. We are working to the assumption that the amends will be collated together and sent over in one batch each time (if multiple emails are forwarded each with one amend at a time, then this counts are one set of amends so its in the clients interest to make sure the amends are grouped together).
If the amends reach beyond the two rounds specified, then it is up to the discretion of Smileway whether to include the amends at no extra charge or whether to charge for the amends requested. We put the site on a staging URL before the site goes live and the client has time before launch to review it, test it and populate the content. In addition we then also offer a 2 week grace period after the site goes live too to fix any bugs* that are found. Any bugs found after this grace period of 2 weeks it will be down to the discretion of Smileway as to whether to charge of not.
*The word amends refers to what we consider 'reasonable' changes based on the scope approved. However, if any alterations required differ significantly from the original brief, then these are classed as client amends and will be chargeable at our current hourly rate. Also to note that the sort of amends we would consider here are when they are a negligible percentage of the overall size of the project – for example if we were talking about a set of changes worth say £200, then if we have carried out exactly the changes specified, then any additional changes will definitely be chargeable extra changes. Alternatively if the project was for £50,000 then there would be a different level of judgement applied compared to the £200 project. The word bug refers to an occasion where the code behaves differently to what was detailed when the project was scoped.
The fonts supplied in the PSD / designs may differ slightly when included in the HTML/CSS. This is due to the font weights made available from the font designer for online, differing from the font weights used offline. So whilst we will do our best to match the fonts in the design this may not always be possible due to the web font weights available for online use. Also each font could differ from browser to browser as each browser renders their fonts differently."Responsive" Design Programming:
For "responsive" projects, we recommend this task is performed working to a design for key pages/widths. The more budget available, and the more designs we have showing the site at different widths, the more likely the responsive will be achieved to a higher standard.
Whilst we will build and setup your site from a technical perspective so the code is structured in such a way that the search engines can read and index your site, Smileway are not SEO experts and are not responsible for the performance of your website in the search engines, this is down to the client / the clients SEO agency and their content strategy.
Whilst we do know a bit about SEO, and any SEO related advice given by Smileway is up to the client to weigh up and choose whether to implement or not.
Content Population / Data Import:
In instances where it was part of the agreed scope of the project, we will provide the client with content management access either using CMS, or a bespoke content management system depending on requirements agreed. In these situations it is up to the client to source and upload/populate all the content into the site. In instances where the designer has provided sample content in the design to show how things would look but the designer has not covered all instances, it is the clients responsibility to source and/or pay for all content required to go into the site and then also their responsibility to make sure all the content required is uploaded correctly into the website. Where data/images is needing to be imported from an old website/application into the new one, Smileway reserve the right to cost for as appropriate.
It is up to the client to log into their control panel to purchase and manage the pointing of the domain to the new site.
In terms of redirecting URLs from an existing site to a new site, if the client/partner agency can provide list URLs of key pages from the old site and what they should map to on the new site, then we would go ahead and apply these redirects at no extra charge. If the client wants more than this then it needs to be discussed and costed for as appropriate.
Domain Names And Email Accounts:
Smileway do not buy, register or own domain names or email accounts on behalf of client/partner agencies. We recommend that the client purchases and owns their own domain name, in so doing retaining full control over the domain name, and we can also recommend 3rd party suppliers that are dedicated to email accounts and support. For any further clarification of these terms and conditions please email us firstname.lastname@example.org. Further specific terms will apply and these will be agreed with each client on a case by base basis, there could also be further contractual terms added too.