256-414-576030, 0312-276330
256-772-523328, 256-782-101097, 256-704-523328At Elmot, we carry our job with professionalism and passion. Our terms and conditions below are set to give you confidence and peace of mind on our professional services. If there is any term or condition that prevents you from dealing with us, we will look at it, and if reasonable, will consider its exclusion as part of our agreement. You may also suggest additions to the agreement that you deem fit for our relationship.
The following terms and conditions apply to all web site design and related services offered by Elmot. By ordering services from Elmot you are
agreeing to the following terms and conditions.
- 1. Ethical Issues
1.1. We reserve the right to refuse to provide services for a website or related services which does not accord with our ethical policy or that we judge to be unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to Uganda or other relevant national or local laws or regulations
- 2. Contract Commencement
2.1. The contract between Elmot and the client shall consist of the
proposal with its specifications, quotation and these terms and conditions.
2.2. It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange making it clear that the work specified is required to be carried out shall constitute commencement of the contract and a contractual agreement between the client and Elmot shall exist based on the proposal with its specifications, quotation and these terms and conditions. For formality, client is required to sign approval section of the proposal and return to Elmot address for filing purposes.
2.3. Elmot cannot always guarantee to start work immediately on a commission but will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and Elmot will do its best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
- 3. Design Standards, Web Standards, Accessibility
3.1. Elmot makes every effort to design pages to current web standards and thus display well in the most popular current browsers, but cannot accept responsibility for pages that do not display acceptably in new versions of non-web standard browsers.
- 4. Development Process
4.1. Elmot will provide a draft of the design on its own servers during development so that the client may view and comment upon the progress. When the website meets the specifications set out in the quotation with its specifications, Elmot will invoice the client for the full amount due or the amount otherwise specified in the approved proposal and or quotation.
4.2. On receipt of final payment, Elmot will publish the website on the
client’s server, or provide the source code for the site via a download (or CD-ROM disc) for the client to upload.
4.3. Once the website and other services meet the terms of the quotation with its specifications any modifications to the design will be considered an amendment to the contract. In the absence of maintenance agreement the time and costs involved in making
such changes will be charged to the client.
4.4. In the absence of a maintenance agreement, Elmot will fix all errors notified to Elmot in writing within thirty days of the site being put live on the Internet. If errors are reported after more than thirty days the time and costs involved in making such changes will be charged to the client.
- 5. Copyright
5.1. All material, both text and images supplied by the client and used in the construction of the client's web site, will remain the client's property. All such material will be assumed to be the property of the client and free to use only on their project without fear of breach of copyright laws. The client shall indemnify Elmot against all and any claims arising from the use of materials of any sort provided by the client or obtained under the direction of the client from third parties such as graphic designers.
5.2. The copyright for all material provided by Elmot, such as HTML
code, graphics, photographs and text, will remain the property of Elmot until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and Elmot. This allows either party expeditiously to pursue any copyright infringement. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of Elmot shall only be assigned if done so expressly and in writing to the client.
5.3. All technologies, techniques and aspects of the site not directly related with a particular site implementation will remain with developers or other parties who already own them.
- 6. Testimonial, Reference and Links
6.1. Elmot and its sub-contractors retain the right to display
graphics and other Web design elements as examples of their work in their respective portfolios.
6.2. Elmot and its sub-contractors retain the right to refer other prospective clients to your website as testimonial or reference material.
6.3. Elmot reserves the right to a reasonable credit on the website with a hyperlink to its own website. This would normally be somewhere accessible but not obtrusive.
- 7. Search Engine Submission and Results
7.1. Elmot will submit a client's website to the major search engines
7.2. Further work based on keyword popularity analysis, keyword research, search engine optimisation based specifically around your organisation and its 'competition' is specially carried out as will be agreed. Any subsequent amendments to the website as a result of professional analysis may be charged to the client.
- 8. Payment
8.1. A non-refundable payment of 40 per cent of the total fee is due with order, unless otherwise agreed, in which case payment is due upon completion of site. Whilst any payment due under the agreement remains outstanding, Elmot shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement
8.2. To put it another way: full payment is due once the underlying structure and architecture is set up and ready - whether or not the website has been uploaded to a server. Elmot shall not be expected to wait for items that are the client's responsibility before payment is due.
8.3. Elmot expects payment by cheque, electronic bank transfer or
cash within the terms specified in the approved Proposal or Quotation.
8.4. All payment currency is in Ugandan Shillings (SHS). Payment in foreign currency may be accepted only if specified in the approved Proposal or Quotation of which a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due.
8.5. If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
- 9. Website Maintenance
9.1. Where Elmot undertakes to maintain or update a client's website a system of communication will be established that meets the needs of both the client and of Elmot to carry out the maintenance to a service level agreed.
9.2. Payment for maintenance is usually by monthly fees paid in advance and is reviewed and renewable annually. Where the client cancels a maintenance contract with less than six months' notice, there will be charge of three months fees.
9.3. Where Elmot cancels a maintenance contract other than for a
reason set out in Cancellation and Termination below, a refund of the fees appropriate to that part of the month remaining will be made
9.4. In instances where the client does not come to a web site management agreement it is the sole responsibility of the client to manage the site. Elmot will no longer be responsible for the site upon completion unless an alternative agreement has been reached.
9.5. To assist the operation of a website maintenance contract a project log in account will be set up to allow client's administrator to contact Elmot directly with technical problems.
- 10. Unforeseen and Additional Costs and Expenses
10.1. The transfer of domain names to another server can sometimes become a complex and time-consuming matter. All administrative fees to third parties and the time taken to organise the transfer will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications.
10.2. Additional costs incurred in the provision of: stock photography;
electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non refundable.
10.3. Additional features to websites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation Elmot will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice.
- 11. Domain Name Research and Registration
11.1. Elmot adheres to the Internet Corporation for Assigned Names and Numbers (ICANN) rules and regulations meant to protect the client and service provider interests. These are at www.icann.org
11.2. Where the client requests Elmot to research and register a domain name, the domain name will always be the property and in the control of the client. If, for whatever reason, this is not possible then the client will be informed of the fact.
All fees and costs incurred will be included in the quotation and payable by the client.
- 12. Website Hosting Services
12.1. Hosting services - where your website is stored on a server for delivery to website visitors - and email services are provided under a contract between the client and the chosen hosting and email provider (Internet Service Provider (ISP)) and will be bound by the terms and conditions of that ISP. Elmot makes no commission on such recommendations or services and in recommending an ISP does so in good faith and cannot under any circumstances be held responsible or liable for any shortcomings or losses incurred as part of that contract.
12.2. Elmot offers 24/7/366 technical support for all websites hosted on its servers and carries out weekly back up of the website for future restorations at a fee as maybe communicated in the event of such a need.
- 13. Data Protection
13.1. Where the operation of the website or other services provided by
Elmot involves the collection and administration of personal data the client is deemed to be the Data Controller.
13.2. The client shall indemnify Elmot against any actions, costs and liabilities arising from the use in good faith by Elmot of personal data provided by the client or through the client 's website
13.3. Where your website involves e-commerce functionality, the client must ensure that suitable arrangements are in place to maximise security levels with regard to financial and personal information relating to the users of the website and other services.
This may necessitate the use of secure electronic protocols, authentication certificates, encryption et cetera and may require the provision of secure server facilities and/or the use of a credit card clearing service.
13.4. Where a service is provided relating to e-commerce whereby visitors to the client's website can order goods or services through the website - whether through direct or indirect payment, the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
13.5. The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend Elmot and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
- 14. Email Newsletters and Marketing
14.1. Where Elmot provides services relating to management of email
newsletters and other email marketing, payment is usually by quarterly fees paid in advance and is reviewed and renewable annually.
14.2. Where Elmot provides email newsletter services we shall adhere to the legal requirements - to the best of our ability and shall not condone or support any activity related with indiscriminate spamming of email addresses.
- 15. Sub-Contracting
15.1. If necessary Elmot reserves the right, and the client hereby
agrees, to allow the use of sub-contractors or agents to work on any aspect of the website or other services.
- 16. Consequential Losses
16.1. If for any reason whatsoever Elmot is unable to provide an
agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
16.2. The entire risk as to the quality and performance of the website or other services is with the client. In no event will Elmot be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by acts or other circumstances beyond the control of Elmot, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, you or your site visitors' computer or Internet software.
- 17. Proposals and Quotations
17.1. For projects that exceed 4 Million Uganda Shillings, a proposal may be written specifying details of the design, timeframe, content structure and layout, standards to be used, requirements among others. And documentation will be provided.
17.2. Proposals and Quotations are valid for thirty days from the date on the proposal or quotation unless otherwise specified in the proposal or quotation. All prices quoted may be subject to change after this period.
- 18. Advice and Consultancy
18.1. Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice.
18.2. You further agree to indemnify us of all liability with regard to any
decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
18.3. Our consultancy service and general advice is, by its nature, subjective. It is up to you, whether you decide to follow our ideas and suggestions.
- 19. Right to Assign
19.1. This Agreement is personal to you and you may not assign it without our prior express written consent. Should you transfer ownership of the website as part of a transfer of ownership of a business then the new owners will need to come to a new agreement with Elmot.
- 20. Communication and Site Visits
20.1. Elmot’s preferred method of communication is by email. Invoices
will be sent by email and shall form a legal document just as if sent by traditional post.
20.2. The design process will be undertaken by online project portal
communication. In addition, telephone conferencing, sample Internet design publication on Elmot 's website, file design submission on computer disk, or other method as appropriate to the client's will be utilised in particular circumstances.
- 21. Cancellation and Termination
21.1. Elmot may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events:
21.1.1. You fail to pay any invoice which has become due;
21.1.2. You commit a material breach of any of the terms of the Agreement between us;
21.1.3. You enter into or propose a voluntary arrangement or composition with your creditors or reconstruction of your debts or your directors make a declaration of solvency for the purpose of a members' voluntary winding up, or if notice is given of a creditors' meeting in connection with a creditors' winding up, or if a special resolution is passed that you be wound up by the court, or if an administrative or other receiver is appointed, or if the court makes and administration order or order that you be wound up by the court, or if you cease to carry on business or are unable to pay your debts within the meaning of the Insolvency Act.
21.2. Should Elmot decide to terminate the agreement between us
immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you.
21.3. We reserve the right to remove from the Internet any website or other service which we display on your behalf upon the occurrence of one of the above circumstances.
21.4. Should we terminate the Agreement upon the occurrence of one of the above circumstances, we will not refund to you any monies paid by you to us.
21.5. If at any point during the development a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost.
21.6. If a maintenance agreement is terminated for any of the reasons mentioned above a fee equivalent to six months charges will be payable.
21.7. In the event that Elmot terminates a maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
- 22. Waiver and Interpretation
22.1. Should Elmot waive any of these terms on an individual basis,
this shall not affect the validity of remaining clauses or commit Elmot to waive the same clause on any other occasion.
22.2. These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you.
22.3. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before we commence any work on your behalf.
22.4. Work, services or products are only supplied in strict accordance with these terms and conditions. The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full.
22.5. By agreeing to these terms and conditions your statutory rights are not affected.
22.6. This contract shall be governed and construed in accordance with the laws of Uganda and the Parties hereby agree to the exclusive jurisdiction of the Ugandan Courts.
22.7. No terms or conditions endorsed upon, delivered with or contained in the client's purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract.
22.8. The client must ensure that the terms of its order and any applicable specification are complete and accurate.
