Terms and Conditions of Service
Virtina.com ™ is a brand of GAMI LLC.
The terms and conditions stated in this document apply to all Virtina Clients unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between Virtina and the Client. In the event of any ambiguity between these terms and conditions and any terms agreed in writing between Virtina and the Client then the terms and conditions hereunder will apply.
Please note that these Terms and Conditions are Subject to updates as and when these occur, these changes will be publicly available under the Terms and Conditions link accessible via the footer of https://Virtina.com . By agreeing to work with us, you agree and understand these terms and conditions fully.
TABLE OF CONTENTS
- INVOICING & PAYMENT TERMS
- PROJECT TERMS
- ONGOING MAINTENANCE AND SUPPORT
- TERMINATION OF SERVICE
- 3RD PARTY SERVICES
- WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS
- SEO TERMS AND CONDITIONS
- EMAIL MARKETING TERMS AND CONDITIONS
- CONTENT MARKETING TERMS AND CONDITIONS
- HOSTING TERMS AND CONDITIONS
- GENERAL SERVICE DISCLAIMERS
- PROJECT ACCEPTANCE
- LIMITATION Of LIABILITY
- DISPUTE JURISDICTION
- WHAT CAN BE EXPECTED OF US
- WHAT WE EXPECT OF OUR CLIENTS
- IMPROVING OUR SERVICES
1. Virtina may provide Clients with initial estimates, otherwise referred to as quotations, for projects on request. The final project value may vary from the initial quotation if additions are requested to the original scope of work.
1.2 Acceptance by a Client of a Virtina estimate is subject to acceptance of the terms and conditions unless specifically agreed in writing between the Client and Virtina to the contrary.
2. INVOICING & PAYMENT TERMS
2.1 Virtina's standard payment terms are due on receipt unless specified otherwise
2.2 New projects require a 30% upfront payment for the commencement of a project, 50% once the development is complete and a final payment before the project is made live unless specified otherwise in estimations or in writing.
2.3 Monthly or retainer invoices will be invoiced by the 2nd of the month. Late payment will result in interest being charged to the account and a suspension of retainer services.
2.4 In the event that website development cost has been broken up into a payment plan, Virtina will remain the owner of the website until the design and development work has been paid in full as per the initial quotation.
2.5 Virtina reserves the right to increase their pricing in line with the official annual inflation rate each year, which is obtained from US Statistic latest available Consumer Price Index (CPI) Headline Report.
3. PROJECT TERMS
3.1 Unless expressly agreed in writing to the contrary, Virtina will not accept liability to the Client for unforeseen delays in completing a project.
3.2 In the event that there is a delay in the completion of a project, Virtina will communicate such delays to the Client in writing via email.
3.3 All website or online marketing tactic setup content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.
3.4 All Graphic design content needs to be provided within 1 week of a deposit being paid to commence a project.
3.5 The client is required to provide Virtina with all the content required for a project within the period detailed above. Should the client delay issuing Virtina with the content required for the project, Virtina reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Virtina will request any outstanding payments to be settled before the continuation of the project.
4. ONGOING MAINTENANCE AND SUPPORT
4.1 Unless specified, support can be reached via support@Virtina.com,
4.2 Any issues with all work delivered on staging or demo server for client review, needs to be identified within a 14 day period from going live unless specified otherwise in writing. If fixes are identified after this period and the client is not on a Maintenance agreement then a quotation will be issued to commence such fixes.
4.3 Virtina cannot future proof its services or products. Once a client has signed off on a project the responsibility to maintain and update plugins and Themes used on the website becomes the client’s responsibility unless a maintenance agreement has been signed with Virtina which covers such incidents.
4.4 Maintenance does not mean “eyes on the website” all the time and issues on the website still need to be reported to Virtina’s account manager or through the support mechanisms provided
4.5 Development faults with plugins or themes used on a website built by Virtina are not covered by a maintenance agreement and will be quoted for separately as in most cases the original software developer will need to be involved.
4.6 Similarly, hosting and website faults remain the responsibility of the hosting provider and do not fall under any maintenance agreement.
4.7 A Virtina account manager or point of contact can be present to consult at external meetings if required, however, such meetings need to be arranged in advance and unless prior arrangements have been made such consultations will be limited to one meeting per month for a maximum duration of 1 hour. Consultations will be charged at our standard consulting rate.
5. TERMINATION OF SERVICE
5.1 You may request to cancel our services before the start of the work. If No work has started, Virtina may refund 100% of the payment received. If a the work is already started Virtina will refund the remaining amount after deducting the number of hours spent multiplied by our standard billable rates of minimum $100 (one hundred USD) per hour.
5.2 In the event of cancellation of the agreement without payment, Virtina reserves the right to pursue any of the following: (1) remove equipment, software, services or resources owned by the Company, (2) bring legal action against the Client for contractual breach or (3) remove any created websites, graphics, content, links, advertising and accounts.
6. 3RD PARTY SERVICES
6.1 Virtina will offer to Clients’ third party services such as those offered by Google or theme or plugin or extension or app or SaaS (Software As A Service providers) to enhance the performance of their websites or to complete the functionality needed in the website. Virtina may include in quotations the setup and maintenance of such third party services. However, Virtina will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
7. WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS
7.1 All website content needs to be provided by the client within one week of payment of a deposit to commence a project. Should the client delay issuing Virtina the content required for the project, Virtina reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Virtina will request any outstanding payments to be settled before the continuation of the project.
7.2 CMS websites (example WordPress) require updates to plugins and themes. If the client has not opted for monthly maintenance, such updates and the cost thereof, remain the responsibility of the client. However, plugins and themes may be quoted for separately if required.
7.3 Additional pages, images and revisions on projects above the scope of work agreed above will attract additional charges.
7.4 The client agrees that all content provided by the client including articles, website wording, graphics and videos are owned by the client and free of any copyright infringement.
7.5 Landing pages, unless otherwise stated are created using a specific Landing page platform. If you want a copy of this page we can provide it, but it will only be reactivated using a version of the same platform, as the code is customized for use on this platform.
7.6 Viruses & Outdated Websites, Virtina makes every effort to take security precautions on our Clients websites, this includes the relevant security plugins which keeps its servers secure, wherever possible. However we cannot guarantee the prevention of hacks, viruses or unexpected data deletion and cannot be held liable for any such damages as a result.
Virtina cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming “outdated”. Outdated websites can be affected due to many aspects, such as new browser software, outdated web code, etc. Virtina cannot be expected to keep your website updated in every aspect without being compensated to do so. In this situation the Client may opt to have their website redeveloped or select one of our Maintenance Packages where Virtina is responsible for updating this on your website at all times. The costs associated with the maintenance packages will be given on your request.
8. SEO TERMS AND CONDITIONS
8.1 Virtina accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.
9. EMAIL MARKETING TERMS AND CONDITIONS
9.1 Virtina will setup Client’s email with email service providers and charge a fixed amount for doing this.
9.2 Payment of Monthly charged based on subscribers will remain the responsibility of the client.
9.3 Virtina will not be liable for any purchased, rented, or third-party lists of email addresses that were/are purchased/provided by the client for newsletter or emailing distribution.
9.4 Virtina will not be held liable for any penalties placed upon the client by the email service provider as a result of purchased, rented, or third-party lists of email addresses or spam content used in newsletters.
10. CONTENT MARKETING TERMS AND CONDITIONS
10.1 The Client’s account manager will post content based in the client’s: Target Market, Products, Industry, but occasionally content might be relevant to General Internet Trends or Holidays. The Client is responsible for setting content guidelines with the Account Manager, these guidelines can be in the form of a list of approved: websites, newsletters, rss feeds where the Account Manager can derive content.
10.2 The Account Manager cannot take responsibility for the sharing of, nor comments made in response to content posted on the page, as this is the nature of social media interactions. An Escalation process will be followed with feedback on the social media sites, but in no way will any actions taken in response to these contradict the objective of company transparency.
10.3 Unless otherwise agreed the content for newsletters will be provided by the client, although the account manager may give some suggestions for content going forward.
10.4 The client agrees that all content provided by the client including articles, website wording, graphics and videos are owned by the client and free of any copyright infringement.
11. HOSTING TERMS AND CONDITIONS
11.1 Virtina will invoice for hosting and domain renewals on an annual or a monthly basis. This is only applicable for websites hosted and maintained by Virtina
11.2 Virtina will use their best endeavours to rectify the cause of any disruption in the hosting service of a Client’s website(s) and to minimize the duration of any such instances. This is only applicable for websites hosted and maintained by Virtina.
11.3 Virtina will not be liable to the Client for any compensation with respect of any downtime that may occur with the hosting of their website(s) for sites hosted and maintained by Virtina.
11.4 Only If website maintenance is selected and paid for on a monthly basis,will Virtina keep a backup of all Client website files.
11.5 In the event that a Client wishes to move their website to another web server supported by another party, then Virtina will cooperate fully, subject to all outstanding amounts being paid up in full, in some instances a transfer fee will be applicable.
11.6 For sites Virtina provides email hosting services, Virtina will troubleshoot any problems reported by the Client with their email. If the problem is due to an omission by Virtina then no charge will be made to the Client. If the problem is not due to an omission by Virtina then the Client will be charged.
11.7 Login details and passwords need to be kept confidential and secure. Virtina will not be held accountable for email account/website hacks. We do not keep passwords on record and will subject any password request to security measures deemed sufficient to legitimize the request.
12. GENERAL SERVICE DISCLAIMERS
The Client acknowledges the following with respect to services:
12.1 Virtina accepts no responsibility for policies of Google, third-party search engines, directories or other websites (“Third-Party Resources”) that the Client may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time and the Client agrees not to hold Virtina responsible for any liability or actions taken by Third-Party Resources under this Agreement.
12.2 The Client furthermore acknowledges that the nature of many of the resources the Virtina may employ under this Agreement are competitive, therefore Virtina does not guarantee top rankings, consistent positioning or specific performance of any strategies employed and the Client accepts that the Virtina past performance is not indicative of any future results the Client may experience.
12.3 The Client recognizes that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion and that internet advertising may be subject to the individual advertising network’s policies and procedures.
12.4 The Client accepts that Google Adwords, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
12.5 The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. The Company shall re-submit resources to the search engine based on the current policies of the search engine in question.
12.6 Virtina will endeavor to make every effort to keep the Client informed of any changes that Virtina is made aware of that impact any of the campaigns and strategies and the execution thereof under this Agreement. The Client also acknowledges that Virtina may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect campaigns or services.
12.7 Virtina, for the duration of this agreement, may develop design strategies and codes, which, in Virtina’s opinion improve the Client’s website. Virtina and the Client will review these suggestions together and once mutual agreement is reached activate these changes. If the Client decides to make any material changes to the website, the Client will consult with Virtina prior to implementing these changes, to make sure that they do not conflict with Virtina marketing strategy.
12.8 Virtina retains the right to display all designs as examples of their work in their respective portfolios unless such requests to exclude are made explicitly by the client
12.9 Third-Party Resources, particularly Facebook, change their layout and can very often affect any business page installations and applications. The Company will not be held liable for these changes and, should work need to be done to rectify, then a new “quote” would need to be drawn up.
13.1 The source code of all website web pages remains the intellectual property of Virtina until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Virtina.
13.2 All scripts, CSS and include files used within Client websites, remain the intellectual property of Virtina until such time as payment is made in full by the client and may not be copied and used by any other party without the written consent of Virtina.
13.3 The stored procedures, functions and triggers programmed into SQL Databases remain the intellectual property of Virtina until such time as payment is made in full by the client and and may not be copied and used by any other party without the consent of Virtina.
13.4 All Client logo images, images unique to the Client, i.e. of their premises, workforce and their business, plus all written copy, belong to the Client and are covered under their copyright. Virtina will not reuse Client written content or images without the express permission of the Client.
13.5 Virtina will not be liable for any copyright infringements committed by the Client with regard to content provided for marketing materials. The Client hereby agrees that all content submitted to Virtina is original content and not copied off other websites as copying content of other online assets will directly impact Virtina's ability to run an effective marketing strategy for the Client.
13.6 The Client and the Company acknowledge and agree that the Specifications and all other documents and information related to the development of the Virtina Campaign (the “Confidential Information”) will constitute valuable trade secrets of the Company. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
14. PROJECT ACCEPTANCE
14. 1 Whenever work is completed by Virtina on a staging or demo server other than the production server and submitted for client’s review, client's approval to release the changes to the production server will be considered as the final approval by the client. By giving us the permission to apply the changes to production, client acknowledges that the work has been verified by the client and meets or exceeds the expectations of the client.
14.2 Any issues occurring from the difference in environment of staging and production servers, Virtina may quote a fixed fee to fix those issues or charged at hourly rates of $100 (One hundred USD) per hour unless specified in writing otherwise.
15.1 Virtina's services are provided “as is,” with no warranties whatsoever. Virtina disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Additionally, Virtina disclaims any warranties regarding the security, reliability, timeliness, and performance of all hosting, merchant account, consultant, and other service or application or software providers related to support, performance, and functionality of Client’s website. Further, Virtina disclaims any warranties for any information or advice obtained through or advertised related to the hosting, merchant account, consultant, and any other service or services, as well as for any information or advice received through any links provided in or by such services.
15.2 Virtina’s own workmanship excluding the items covered in the above para is applicable for 45 days from the date of release to the production server unless specified in writing.
15.3 Client understands and agrees that any requests for refunds made after the Warranty Period are not reasonable and invalid and therefore will not be honored by Virtina for any reason whatsoever.
16. LIMITATION OF LIABILITY
16.1 Virtina will not accept liability to you in respect of any loss or damage (including indirect special or consequential loss or damage) which may be suffered or incurred by you or which may arise directly or indirectly with respect of any services supplied by Virtina or with respect of any failure or omission on our part to comply with our obligations as set out in these Terms and Conditions. Any liability of Virtina or it’s owner subcontractors or consultants in connection with goods or services supplied to you will, subject to any non-excludable liability for breach of conditions or warranties implied by legislation and to the maximum extent permitted by law, at the election of Virtina be limited to in relation to services, the supplying of the services again or the payment of the cost of having the services supplied again and not to exceed our original cost of provision of service.
16.2 Under no circumstances shall Virtina be liable to any user on account of that user’s use or misuse of, or reliance on, the hosting, merchant account, or other third-party services associated with Client’s website or provided to Client. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages whether such claim is based on warranty, contract, tort (including negligence), or otherwise, (even if Virtina has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of, and reliance on, such services, from inability to use such services, or the interruption, suspension, or termination of such services (including such damages incurred by third parties). Client holds Virtina, its officers, directors, employees, subcontractors, strategic partners, and other assigns harmless from any and all errors, omissions, and/or damages that may relate to services rendered or content contained on or within Client’s website, as well as from any marketing efforts related to or incidental to the promotion of Client’s website.
16.3 Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. If any portion of the Limitation of Liability paragraphs does not apply to you because the law does not allow them, the remaining portions of the Limitation of Liability paragraphs which are allowable by law remain in full force and effect. You also may have other rights that vary from state to state and jurisdiction to jurisdiction.
16.4 In states where exclusion or limitation of liability for incidental or consequential damages is not allowed, and/or in any other case not covered by this Agreement where damages may be awarded, Client agrees that the maximum amount of damages is limited to the actual monies paid to Virtina as agreed upon specifically and solely in the “Scope of Work and Price” Section, (Paragraphs 2.a., 2.b., and 2.c.) of the “Project Vital Signs” portion of this Agreement for work performed. Any payment of damages agreed to be paid to a client will require the client to immediately cease use of the website and any other services provided by Virtina and the agreement of the client to refrain from the use of any website design or business services provided by Virtina from that day forward.
16.5 In the event of any dispute arising from the terms or performance in conjunction with this Agreement, Client agrees to pay their fair share of costs as determined by independent certified mediation including, but not limited to, travel, lodging, per-diem, attorneys, court costs, etc. incidental to the resolution of such dispute.
16.6 Content Posted on, Linked To, or Linked From Client’s Website: Client’s website, the sites displayed in Internet search results, or linked to/from Client’s website may be developed by people or companies over whom Virtina exercises no control. We are not responsible and shall not be liable for the content, listings or advertisements contained in websites we develop, and those websites may include technical inaccuracies or typographical errors notwithstanding our efforts to eliminate them. Virtina does not check licenses, trademarks, certifications, copyrights and other certified or rights managed content provided by Client or provided to Client, and Client agrees to hold Virtina harmless of all infractions, breaches, or legal consequences resulting from use or misuse of content posted on Client’s website. Client assumes sole, total and complete responsibility for use of all content on Client’s website. Virtina does not assume the responsibility of monitoring the use of trademarks, certifications, copyrights, or other rights of third parties. Virtina may make improvements and/or changes in the products, services, and/or programs described in these materials at any time without notice. A search using Internet search tools, resources, or services may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. Virtina cannot guarantee that an Internet search will not locate unintended or objectionable content and assumes no responsibility for the content of any website included in any search results, including Client’s site.
16.7 Links created by Virtina personnel (and also Virtina’s subcontractors and assigns) that involve article and blog submissions in conjunction with search engine marketing efforts performed by Virtina may credit the Client’s name, Client’s company, Virtina or a Virtina employee, vendor, subcontractor or other assigns as the author or co-author, with content of the written copy to be created at Virtina’s discretion for search engine promotion and marketing merit. Client may request (in writing) to review such content prior to posting and/or publishing articles and/or blog entries. Upon Client’s review of written copy content, or in the absence of Client’s written request for review of such content preceding the publication or posting date of such content, Client agrees to hold harmless Virtina from any liability, misrepresentation, or damages resulting from article and blog citations.
16.8 Search Engine Optimization (SEO), Search Engine Marketing (SEM) and Social media Marketing (SMM) Disclaimer: Although it is our goal, when contracted to perform SEO, SEM and SMM services, to facilitate top placement in any given category with selected keywords for our Client’s website, we can not guarantee such results. Different search engines employ various criteria, which often change on a month-to-month basis. Your placement on a “search engine results” page is not only subject to these criteria, but also the past SEO and SEM history, Web traffic and popularity of other websites. Some criteria that influence your website’s placement on the search engines include (but are not limited to) the following:
• Keyword selection (words that define your business, products and services)
• Keyword relevance to site text (how words are used, and their placement on the page)
• Number of hits per page (traffic to the site from search engines or direct)
• Number of pages on the site with navigable links (scope of site)
• Number of cross-references on the Internet (reciprocal links, Blogs, etc)
• Use of Alt-Tags, image titles, and other Web site elements (including Meta Data)
• Number of site modifications per month (freshness of content)
• Frequency of search engine submission (not too often or seldom)
• Use of Flash, certain Java scripts or other elements that impede optimization (e.g. images of text versus actual text)
16.9 There are literally dozens of additional criteria that span between various search engines and directories on the Internet. Although Virtina can not guarantee you the Number One spot on a given search engine for any given keyword, we can assure you that methodical analysis and consistent review of your SEO, SEM or SMM strategy should gradually elevate your placement to optimal levels. It may take days, weeks, or months for a given keyword to reflect your placement on the first page of search results, depending on individual words used, and some keywords may not yield favorable/desirable results at all.
16.10 We state this disclaimer to provide you with an informative, realistic appraisal of what is involved with Search Engine Optimization (SEM), Search Engine Marketing (SEM) and Social media Marketing (SMM), and to provide advance notification that no online solution company can ethically guarantee your positioning on the major search engines. Our goal is to optimize your site using more effective methods and a consistent process.
16.11 Third-Party software and Licensing
In the event other Third-Party-Materials are necessary to complete the project, including but not limited to applications; software; stock photo images; clip-art; video clips; subscriptions; or licenses, you agree to procure and provide us with, or reimburse us for procurement of such materials as needed.
17.1 In the event that the Client does not pay an invoice within the time frame specified in the invoice, then Virtina has the right to suspend all further works for that Client until such time as payment is made in full.
For invoices marked due on receipt, the maximum time allowed before the suspension for non payment will be 7 days.
17.2 In the event that the Client does not pay a hosting subscription invoice within 30 days of the due date, Virtina reserves the right to turn off any website hosting until such time as the invoice is paid in full.
17.3 In the event that the Client becomes insolvent or goes into liquidation, Virtina have the right to immediately terminate the contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
17.4 In the event that a Client delays the progress of a project with Virtina, Virtina will be entitled to give 14 days written notice to the Client. If the Client does not satisfactorily remedy the cause(s) of the delay within the 14 day notice period, then Virtina will have the right to terminate the service. Virtina will invoice the Client for the full value of works carried out to-date.
17.5 In the event the Client fails to make any of the payments referenced in deadline set forth, Virtina has the right, but is not obliged, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by the Company or (3) bring legal action.
18. DISPUTES /JURISDICTION
The laws of the State of Pennsylvania will govern any and all legal dispute(s) arising from the content of this Agreement and be settled through arbitration or mediation. All legal proceedings will be in the Montgomery County, Pennsylvania Court of Common Pleas, or the US District Court for the Eastern District of Pennsylvania, and the Parties all consent to the exclusive jurisdiction and exclusive venue of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
19 WHAT CAN BE EXPECTED OF US
19.1 We aim to achieve the highest level of client satisfaction and for our clients to have absolute faith in our standard of work and the professional manner in which we conduct business. We will:
- be friendly, courteous and helpful when contacted
- make every effort to explain things clearly and in terms you can understand, keeping jargon to a minimum
- agree with you the type of service you can expect to receive
- respond to your phone calls, emails and letters in a timely manner
- treat all clients fairly
20. WHAT WE EXPECT OF OUR CLIENTS
20.1 We expect you to:
- provide any information that has been requested within agreed timelines
- pay all invoices within the payment terms defined in our agreement
- let us know in advance if you are unable to do this, or if your circumstances change
21. IMPROVING OUR SERVICES
21.1 We are keen to improve our high level of Client service and welcome any comments that you have, either complimentary or critical. If a project has not met its targets we would appreciate your feedback about what we can do to avoid the situation in future.
GAMI LLC dba Virtina. 700 American Ave. #205. King of Prussia, PA 19406