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Terms of Business

Definitions

A customer of KL Studios, hereinafter will be referred to as “Client”.

The KL Studios Ltd. Content Management System Software hereinafter will be referred to as “CMS”.

 

All subscriptions and services provided to the Client by KL Studios Ltd. are governed by these terms of business in line with our sales innvoices are are subject to change when and where applicable.

 

Web Hosting

Unless specifically requested by the Client, web hosting will be arranged by KL Studios Ltd. for all web pages. By default, all web pages designed by KL Studios Ltd. will be hosted on their servers and hosting will be provided over a period of 365 days, payable in advance. Where the hosting is to be provided by the Client, hosting is to be UNIX based and specific configuration details must be adhered to. These can be provided by KL Studios Ltd. If a suitable UNIX hosting package cannot be offered by the Client (where applicable) KL Studios Ltd. can provide this service at an additional charge.

 

If the Client agrees to provide a web hosting service full write privileges will be provided to KL Studios Ltd. via FTP. The Client further understands that if the web hosting service's operating system is not a LINIX system, the website technology being used may not work, and providing a substitute may incur additional charges.

 

Website Standard Maintenance Grace Period

This agreement includes minor web page maintenance to regular web pages outside of the areas managed by the Client through their CMS for the first (30) thirty days the site is working. If the Client or an agent other than KL Studios Ltd. attempts to update the Client’s web site incorrectly, the time taken to repair the web sites will be charged to the Client. This (30) thirty-day grace period commences upon the date the Client signs the approval notice. Changes requested by the Client beyond those limits will be billed to the client. This rate shall also apply toward additional work authorised beyond the maximums specified above for such services as: additional development, programming, design, animation, text writing, training or travel.

 

Website Extended Maintenance Contracts

Terms for Maintenance Contracts as well as the estimated hours of maintenance if required will be listed in our contracts. Maintenance contracts can be applied to your website as laid out in the prices in our contracts. The time allotted by the contract will be paid in advance and as work is completed the time worked on the website will be deducted from the total time paid for under the contract. Where work has been requested that will require more time then is available in the maintenance account balance, then notification of the shortfall will be given to the Client and payment will be requested. All payments must be made in advance before work commences.

 

Phone and E-mail Support

KL Studios Ltd. will provide e-mail and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate or assigned in a maintenance agreement. When a representative of KL Studios Ltd. is unable to attend to a phone query, the Client will be responded too in a timely manner when a representative is available to assist with the enquiry.

 

CMS

A protected directory will be created, accessible only with a username and password that will be generated by KL Studios Ltd. and given to the Client. These details should be kept safe and only be given to personnel who are trained to manage the website. Should a Client find that these access codes become compromised; new access codes can be generated by KL Studios Ltd. upon request from the Client.

 

Each CMS administrator will be assigned their own account to access the CMS with the ability for the CMS administrators to restrict access to certain elements of the CMS for other users.

 

Payment of Fees

All payments will be made in Euros and made payable to KL Studios Ltd. and are set out in our price list and renewal statements.

 

Invoicing for subscriptions and services are made on an annual basis to the Client. All subscriptions and services are payable one year (12 months) in advance. The standard credit terms are 30 days unless otherwise agreed with the Client in writing.

 

All payments are payable as per the exact delivery schedule as laid out in agreed the terms of payment. If the payment schedule is maintained as agreed above or otherwise agreed in writing the website will be maintained in working order. All payments will be paid in full and any fees will be incurred by the client. KL Studios Ltd. reserves the right to remove web pages from viewing on the Internet when payment is exceeding 60 days and until final payment is made. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. This agreement becomes effective when signed by the Client.

 

Where applicable, KL Studios renews clients domains upto 30 days in advance of annual renewal invoicing to assure regular maintence of the clients domains.

 

All sales invoicies are subject to these terms of business at the time and date of posting.

 

Additional Charges

Any additional development, programming, design, animation, text writing, training or travel will be charged to the Client, subject to such additional charges being agreed in advance with Client.

 

Where a CMS has been purchased, a designated number of hours have been built into the cost of the website package to allow for training of the relevant personnel.

 

E-mail/phone consultation to assist the Client learn to use their own webpage editor will be provided. Where the assistance requires amendment to any element of the structure of the website, a charge maybe applicable to the solution required. In these cases, KL Studios, will provide an assessment of cost for the changes required to the Client before build.

 

Texts are to be supplied by the Client in a soft copy format. Web page content of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.

 

Expenses

Client agrees, subject to prior written agreement, to reimburse KL Studios Ltd. for any out of pocket expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation)

 

Amendment & Cancellation of Subscriptions

Where the client wishes to cancel or amended a subscription for domains managed by KL Studios Ltd. on behalf of the Client, the client must advise KL Studios in a timely manner of these changes or cancellation so that any 3rd party or charges can be rescinded on behalf of the client. A minimum of 30 days written notice is required to cancel subscriptions. All annual subscriptions are non-refundable.

 

Due to unforeseen circumstances, the completion date can be delayed by either party. When a delay has been encountered, this will be communicated by KL Studios Ltd. to the Client as soon as possible for discussion. Communication will need to be received from the Client to KL Studios Ltd. if a postponement arises for whatever reason from the Client in a timely manner.

 

Upon completion of the web site, final approval documents will be sent to the Client advising the Client that the work has been completed. The Client will supply written approval of acceptance of the website. After the final website approval document, has signed and final agreed payments have been received, the site will change from the private test server to the internet.

 

Where a notification of cancellation has been recevied by KL Studios Ltd. from the Client, KL Studios Ltd. will nofity the Client in a timely manner of same and any outstanding items arising from the cancellation.

 

Search Engine Registration

KL Studios Ltd. will optimise the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site to each of the major search engines and directories. KL Studios Ltd. also offers advanced search engine optimisation and site promotion services. Advanced search engine optimisation has been included in this contract. At KL Studios, we strongly urge clients to also use other Site Promotion techniques to raise the search engine ranking of their site.

 

Site publicity

The site will be subject to a one-time submission to the most popular search engines at the time of launch.

 

Legal Disclosure

KL Studios Ltd. does not warrant that the functions contained in these web pages or the Internet website will meet the Client's requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with Client. In no event, will KL Studios Ltd. be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if KL Studios Ltd. has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. The content that is loaded to a website created by KL Studios Ltd. are the views of the Clients and not of KL Studios Ltd. KL Studios Ltd. hold no responsibility for content added to a Clients site. KL Studios reserves the right to withdraw a site from the Internet that is being hosted by KL Studios Ltd. if it finds that the site contains inappropriate content for that site.

 

Copyrights and Trademarks

The Client represents to KL Studios Ltd. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to KL Studios Ltd. for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend KL Studios Ltd. and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

 

Copyright to the finished assembled work of web pages produced under this contract is owned by Client. Rights to source code of the CMS Software remain the property of KL Studios Ltd. The Client agrees to permit KL Studios Ltd. to display graphics and other Web design elements from the Client website as examples of their work in their own website portfolio, however Client reserves the right to unconditionally withdraw such permission at any future date in which case KL Studios Ltd. shall immediately remove all references of Client graphics and website design elements from the KL Studios Ltd. website portfolio.

 

The Client represents to KL Studios Ltd. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to KL Studios Ltd. for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend KL Studios Ltd. and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

 

Sole Agreement

The agreement contained in this "Website Design Contract" and a Quotation constitutes the sole agreement between KL Studios Ltd. and the Client regarding this website. Any additional work not specified in this contract must be authorised by a written change order. All prices specified in this contract will be honoured for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.

 

Rights upon termination of agreement

KL Studios Ltd. shall transfer, assign and make available to the Client all property and materials in KL Studios Ltd.'s possession or subject to KL Studios Ltd.'s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement

 

KL Studios Ltd. also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party's interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilised, and all rights and claims thereto and therein, following appropriate release from the obligations therein.

 

In the event the Client terminates aggrements with KL Studios, written notification within 30 days is required to officially notify us of this request. Any outstanding work completed shall be billed to the client. If at the time of the request for refund, work has been completed beyond the amount covered by the payments received, the Client shall be liable to pay for all work. No portion of any initial payment will be refunded unless written application is made within 30 days of comencment of services and/or contracts.

 

Third Party or Client Page Modification.

Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, KL Studios Ltd. is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at a billable rate.

 

Assignment of Project

KL Studios Ltd. may, subject to prior written agreement with Client, assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. KL Studios Ltd. warrants all work completed by subcontractors for this project. When subcontracting is required, KL Studios Ltd. will only use industry recognised professionals.

 

Age

Authorised representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the Republic of Ireland on behalf of the Client.

 

Intellectual Property (IP)

KL Studios provides the CMS to the Client on an annual basis subject to the payment schedule being maintained and is the rights owner of the CMS. The Client is the IP owner of all content stored in the CMS as well as the front-end of the website in totality. It is the Clients responsibility to ensure that all images and content used do not infringe on the IP rights of 3rd party users. KL Studios provides the CMS base on open source code that does not infringe any IP rights. The Client understands that KL Studios Ltd. is the IP owner of the CMS in totality excluding third party platforms previously disclosed which are not bound by this agreement and with the license holder.

 

Warranties and Liability

The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or KL Studios Ltd. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, any infringement of privacy and IP claims

       

Client hereby agrees to indemnify and hold harmless KL Studios Ltd. from any claim resulting from the Client's publication of material or use of those materials and IP claims.

 

It is also understood that KL Studios Ltd or the Client. will not publish information over the Internet which may be used by another party to harm another. KL Studios Ltd. or the Client will also not develop a pornography or socially unacceptable content web site for the Client. KL Studios Ltd. reserves the right to determine what is and is not pornography and socially inacceptable content and can remove the content without prior consultation with the Client.

 

KL Studios Ltd. does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free.  KL Studios Ltd. will not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond KL Studios Ltd.’s control.

       

The client also agrees to defend, indemnify and hold harmless KL Studios Ltd. against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights and IP of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

 
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