Geodesic Sdn Bhd Terms and Conditions of Service
1. General
These terms and conditions (“Terms and Conditions”) shall govern the dealing between Geodesic Sdn Bhd (the “Company”) and a client (the “Client”) in relation to the website design and production and other related services (“Services”) including but not limited to the design and production of the Client's website (“Client Website”). The terms and conditions governing the use of the website “ibk-lawyers.com” (“ibk-lawyers.com”) (and as amended from time to time, the “Web Conditions”) are, where applicable, incorporated hereto by reference. The Services shall be further governed by further terms and conditions set out in the Job Description. In the event of any inconsistency between (a) the Job Description, (b) the Terms and Conditions and/or (c) the Web Conditions, the latter stated document from this list shall govern for the purposes of the Services.
2. Compliance with Law
It is the responsibility of the Client to comply with all relevant laws and regulations relating to the Client Website (including but not limited to the relevant law society or bar council publicity and advertisement rules and by-laws).
3. Domain Name, Webhosting and Web Server
Unless otherwise agreed, the Client is responsible for maintaining the domain name (“Domain Name”) and hosting of the Client Website with a webhosting company (the “Webhost”). The Company shall under no circumstances be responsible for any issues arising from or in connection with hosting of the Client Website. The Company shall be given the necessary access to the control panel at the Webhost for the purpose of uploading the necessary web files (each a “Page”) to the web server. Unless otherwise agreed, the Pages are static HTML pages styled with CSS and the Company shall have the discretion as to the codes to be used for each Page. There is no agreement as to any feature to be included in the Client Website unless expressly agreed.
4. Estimate and Payment
No estimate shall be binding unless set out in an invoice (an “Invoice”) issued by the Company in relation to a job description setting out the underlying assumptions and the requirements of the Client (the “Job Description”) and acknowledged by the Client. 50% of an agreed estimate (“Agreed Estimate”) shall be payable upon acceptance of the Invoice by the Client and the remaining to be payable on the date the Client and the Company agree that the Client Website shall be published for the first time or such other payment date as the Company and the Client may agreed (“Final Payment Date”). The Company reserves the right to revise the Agreed Estimate (such revised amount to be based on additional hours necessary to complete the Services at the Company prevailing standard charge out rates) in the event that the estimate man hours are likely to be exceeded as a result of changes requested or delay caused by the Client. All payment shall be made to the bank account provided by the Company and the Client shall bear all costs relating to such payment including bank charges.
5. Written Materials, Images and Digital files
Unless otherwise agreed, the Client is responsible for furnishing the Company with the necessary written materials, information, images and other digital files (including the Client's logo) requested by the Company for use on the Client Website. The Company may digitally alter (including altering the size thereof for faster uploading) to such image and digital files to ensure that they are suitable for use on the Client Website.
6. Intellectual Property and Credit
Upon the payment of all fees, charges and out-of-pocket expenses payable by the Client to the Company, all rights in the intellectual property of the Client Website (unless expressly reserved by the Company) shall pass to the Client. The Client agrees that the Company is entitled to (a) place the words “designed by ibk-lawyers.com” at the bottom of the home page of the Client Website and provide therefrom a link to ibk-lawyers.com and (b) notwithstanding anything in Clause 11 hereof, include a mention on ibk-lawyers.com the fact that the Client Website is designed by the Company and providing therefrom a link to the Client Website.
7. Representation and Warranties
The Client Website shall be designed and produced based on the instructions given by the Client and published with the agreement and sign-offs from the Client given through a person authorised by the Client (the “Client Contact Person”) and the Company makes no representation or warranty in relation to the Client Website or the Services whatsoever, whether express or implied, including fitness of purpose or merchantability.
8. Limitation of Losses and damages
The Client agrees that, in the event of any claim from the Clients to the Company, any claims, damages or losses (including legal costs) of the Client shall be limited to direct losses, damages and claims relating to the Services or the Client Website and shall in any event be limited to the part of Agreed Estimate paid by the Client (if any). The Client agrees to waive and not to claim against the Company in excess of the Agreed Estimate.
9. Target Dates
Target dates (however described but exclude Final Payment Date and any other dates by which the Client agrees to performance certain obligations under the Job Description) are good faith estimates by the Company only and the Company shall not be liable to the Client for any delay however caused.
10. Termination
The Client shall have the right to terminate the Services by giving the Company one week written notice (the effective date of such a notice, the “Client Termination Date”) but such termination shall be without prejudice to the obligation of the Client to pay all agreed out-of- pocket expenses incurred and there will be no refund of any payment made by the Client prior to the Client Termination Date. The Company may at any time terminate the Services by written notice and refunding to the Client all payments made by the Client (if any) under the Invoice. Neither shall have any further obligations or remedies in excess of the abovementioned payments.
11. Confidentiality
Each of the Company and the Client (in such capacity, the “Recipient”) agrees (a) to keep confidential all information (“Confidential Information”, including all estimates and advice provided by the Company but excluding information already in the public domain or in the possession of, or lawfully obtained by, the Recipient) provided by the other party (in such capacity, the “Provider”) and (b) not without the prior written consent of the Provider to use such Confidential Information other than for the provision of the Services in relation to the Client Website provided that the Recipient may disclose the Confidential Information if required by applicable laws it is subject to.
12. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and the Malaysian courts shall have exclusive jurisdiction to hear any dispute arising from these Terms and Conditions.
April 2008
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