Terms of service
Receiving this Agreement and becoming a customer of Parkfield Tech LLC (dba Parkfield Commerce), you confirm the power and ability to enter into this Agreement and accept the terms and obligations within this Agreement on behalf of your company or organisation. You agree to review our work, provide feedback and sign-off approval in a timely manner and in advance of all agreed deadlines.
2a. Payment terms
The Client will pay a non-refundable deposit (usually 50%) to Parkfield Tech LLC before any work commences.
Payment must be made on time and without any deduction, set off or counter-claim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, which will incur costs of . Any costs incurred to collect the debt will be added to the outstanding debt, at the prevailing rate. You agree that you will be legally liable to pay us that surcharge, and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under applicable late payment and commercial debts law, which interest is payable both after and before any judgement of the court and continues to accrue.
We also, reserve the right to refuse completion or delivery (handover) of The Project until any outstanding balances are paid in full.
2b. Delays and Rescheduling Fee
It is important we stick to set milestones and task deadlines to ensure the smooth running of Your Project. These must be abode by both the Client and Parkfield Tech LLC. You agree to meet all deadlines provided to you. If for any reason you believe you cannot meet the provided deadlines, Parkfield Tech LLC will need to be notified within 48 hours of receiving your "Schedule of Tasks". Work is scheduled up to two weeks in advance; if you fail to meet feedback or sign-off deadlines, this may have a considerable impact on the project timeline.
The Project handover date/completion of Work will remain and the payment in full must be sent to Parkfield Tech LLC. Any Work that is outstanding due to delays will be tabled up and rescheduled to the next available slot.
3A. Production Schedule
Production schedules will be established, agreed and adhered to by both parties, provided that neither party shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and extreme events beyond the control of the Client or Parkfield Tech LLC.
You acknowledge that failure to submit in a timely manner any requested or required information or materials may cause subsequent and substantial delays in the production of the website production and/or delivery of the Work. We will use our best efforts to meet the agreed production schedule.
4a. Revisions & Alterations
We use an iterative approach for both visual design and technical development phases, providing you with opportunity for feedback at various stages throughout the Work. Following each design or development iteration, changes may be requested provided that such changes do not substantially alter the specifications described in our original brief or contradict previous requested changes. Feedback that significantly expands or contradicts previous instruction may incur additional cost. We will provide a quote for this extra work, where applicable.
4B. Final Amendments
At the end of The Project, before handover, Parkfield Tech LLC will carry out ONE set of final amendments. The list provided by the Client must be comprehensive in containing all of the final changes requested. Any changes to the site's appearance that were not agreed before starting the project will be handled as a separate project and will be priced accordingly.
5. Sign off & Website Launch
It is the responsibility of the Client to check the content and functionality of the website before launch.
On completion of The Project, we will ask you to provide us with email confirmation of your sign-off on the website and your confirmation that the website is ready to go live. After this email confirmation is provided, any future charges will be charged at our standard hourly rate.
On the date of the website launch, we will set-up your domain name to direct traffic to your new website. In order to do this, we will need to liaise with your domain registrar to configure your Domain Name Server. These changes may take 24 hours to propagate across the Internet.
5B. "Site Completion" versus "Site Launch"
Site completion strictly refers to handover of the website when the scope of work agreed within the proposal has been done to specification, and not to the time of site going public (aka site Launch). Final payment should be paid immediately after handover, and not the date it goes live to public. Included in your package is 15 business days hands on support/aftercare.
6. Nature of Copy
You agree to exercise due diligence in your direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, copyright, patent infringement and other intellectual property clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance or approvals in respect of materials that we prepare.
You agree to indemnify and hold us harmless against any and all claims, costs, losses and expenses (including legal fees) in respect of any materials included in the Work at your request for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
7. Nature of Copy
We reserve the right to use selected screen shots from the final product in our online portfolio.
8. Domain Renewal
It is the responsibility of the Client to purchase their own domain name. We can provide guidance on where to purchase your domain and assistance pointing it to your website. However, we will not purchase the domain on your behalf.
The majority of the software we use is open source or owned by third parties and as such is not subject to this clause 9.
For any bespoke designs or software, copyright is in the name of Parkfield Tech LLC. Upon completion of the Work and receipt of payment of our final invoice, the copyright will be released to you.
You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that are provided for inclusion in the website are owned by you, or you have obtained prior permission or been granted with any necessary approvals to use them.
10. Browser Support
We support the latest versions of Mozilla Firefox, Google Chrome, Apple Safari and Internet Explorer/Edge in line with Shopify's specifications. Your site will look great and function correctly on all of these browsers, but please bear in mind that there may be some small differences from browser to browser (Safari, for example doesnt support dropdown styling).
11. Errors & Omissions
It is your responsibility to check proofs carefully for accuracy in all respects without limitation, ranging from spelling to technical illustrations. For the avoidance of doubt, this also includes the diligent execution of User Acceptance Testing. We are not liable for any errors or omissions.
We cannot guarantee that the functions contained in any web pages or in a completed website will always be error-free, as such we will not be liable to you or any third party for any direct or indirect damages, including (but not limited to) lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
12. Legal Costs & Expenses
If legal assistance is required to collect debts owed we will be entitled to claim reasonable legal fees, court costs and interest at the maximum rate permitted by law.
We are not responsible for any loss or expense (legal or otherwise) to defend Parkfield Tech LLC in any actual or potential suit, claim or action arising in any way from our working relationship. This includes, but is not limited to, assertions made against you and/or any of products and services arising from the publication of materials that we prepare and you approve before publication.
13. Complaints Procedure
If at any point during The Project the Client is unhappy with the service and/or results, please follow these guidelines so the issue can be resolved efficiently. At the beginning of the project the client will be assigned a project manager who will oversee the progress and outcome of the project. If the client could please direct any dis-satisfied comments or complaints via the project manager at the most earliest convenience so the issue can be dealt with accordingly.
If the client feels the matter is not being dealt with appropriately via the assigned project manager please contact Business Director by email; email@example.com. In which the matter will be investigated further, to seek the best possible solution to the complaint. All complaints and feedback will be documented and monitored for a period of 6 months after the contract has ended/project completion between the Client and Parkfield Tech LLC.
This Agreement is the parties' entire understanding and supersedes any previous agreement. This Agreement may not be modified or amended in any respect without with the consent of both parties by way of an executed agreement.
Payments must be made promptly in accordance with the payment terms agreed for The Project. If we host the website, we reserve the right to remove any project from the Internet until final payment is made and received by us in full. All payments (except deposits) are to be made within 7 days of the invoice date (amounts outstanding after 30 days will be subject to late commercial payments interest of 8% statutory interest). Deposits are payable immediately upon request. Failure to make any agreed payment in accordance with the terms agreed will delay development, and may result in termination of this Agreement and loss to the Client of their initial deposit and any previous payments made to Parkfield Tech LLC. The amount due and payment plan, must be agreed up on before web build.
Both parties may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party other than as required by law or regulation. Confidential information shall not include information that:
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement; or
is obtained from third parties, which have no obligations to keep such information confidential to the parties to this Agreement.
Either party may terminate this Agreement by giving 10 days written notice to the other of such termination. The term of this Agreement will continue for work in progress until terminated by either party upon ten (10) days written notice. If you should direct us at any time to cancel, terminate or "put on hold" any previously authorised purchase, we will promptly do so, provided that you hold us harmless for any costs and/or expenses incurred as a result. The initial deposit is non-refundable in the event of termination initiated by the Client. Upon termination of this Agreement, you will pay all outstanding amounts due to Parkfield Tech LLC as at the termination date in full. Upon termination of this Agreement, we will transfer all property and materials in our control and for which you have paid. You will indemnify and hold that the Client and Parkfield Tech LLC are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Parkfield Tech LLC has any authority to assume or create any obligation or liability, either express or implied for the other.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with U.S. law.
The courts of U.S.A. shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or the consequences of it nullity). Both parties agree that the courts of U.S.A. are the most appropriate and convenient courts to settle dispute and accordingly no party will argue to the contrary. A person who is not a party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
The provisions of this clause 17 shall survive the termination of this Agreement.
The undersigned agrees to the terms of this Agreement on behalf of his or her organisation or business.