The Services of Webember
1.1. Webember will provide support and service as detailed in associated information provided with this document, which the Client has, by means of signing their digital signature agreed with, and has full clarity and understanding upon. Whereby the client does not have means of signing their digital signature, these terms and conditions are agreed with by the Client by process of first payment.
1.2. The services of Webember can result in a number of benefits, including increased revenue, increased leads, increased awareness of the Client's brand both offline and online, and the realisation of the goals set out by the Client prior to the participation with TMD. This will require the Client's full participation, active involvement, honesty, and openness to have any effect.
1.3. The services of Webember may result in an individual taking decisions about personal circumstances, housing, possessions, relationships, finances, credit, loans, and more, and the Client accepts full and sole responsibility for results, both positive and negative, in each area of their life.
1.4. The Client accepts full responsibility for all outcomes of the services of TMD, as someone capable of making their own decisions and choices. The Client agrees to respond fully and quickly with any requests for information, decisions, and actions that may be required to supply their services.
1.5. Modification of the program. The Client acknowledges that Webember may alter or modify the agreed upon services in the interests of best practice, with a focus on a positive effect for the Client.
1.6. The Client accepts and understands that at no point during the term of conducting business with TMD, and for a period of no less than 6 months after working with TMD, can the Client enter into a separate payment plan, agreement, or conduct business with a member of Webember staff/team.
Cooling-off Period
2.1. This agreement shall be terminated if the Client advises Webember in writing that they no longer wish to engage the services of Webember by delivering or sending (including by electronic mail by email to: enquiries@tmdmedia.com) a cancellation notice to TMD.
2.2. Such written cancellation MUST be provided within 14 (fourteen) calendar days of entering into a contract between the Client and TMD. Such a contract is formed from the point of making a deposit/payment, or having these Terms issued to you; whichever comes first.
Payment
3.1. For a non-recurring standalone product or service; where the Client has been permitted by Webember to pay with an initial deposit, the outstanding balance must be cleared within a maximum of six weeks from the date of the initial invoice. Outstanding balances must be cleared in full before the release of any works agreed upon between the Client and TMD. Failure to clear the full sum agreed will result in forfeit of any amounts paid to date.
3.2. For a recurring or retainer agreement on a product or service; where the Client has been permitted to pay on an ongoing basis, the Client understands that payments must be kept up in a timely manner according the subscription they have taken.
3.3. The Client understands that where a recurring or retainer agreement on a product or service has been taken, balances may still be due on services performed in advance of full payment being received.
3.4. In relation to Growth or Accelerator packages, the Client understands that in alignment with clause 7.3, whilst payment for advertising and social may be cancelled given due notice as per these terms and conditions, the balance for a website will still be due. The Client understands and accepts that the initial 12-months of an ongoing package with Webember involves a higher monthly payment which covers the advance building of a website or landing page. The Client also understands and accepts that after the first year in service an ongoing Webember package, the payment may be lowered to reflect only advertising and social, as well as hosting of the Clients website.
Refunds
4.1. In the event that all conditions under the above noted ‘2. COOLING-OFF PERIOD’ clause have been met, Webember will refund the Client all monies (or part thereof), which they have paid under this agreement within 30 (thirty) business days of receipt of said cancellation notice, with the following deductions of costs that will have been incurred by TMD:
In the event of Webember having received full payment from the Client:
- A full refund of any and all funds provided to Webember for ad spend that have not yet been utilised.
- Deduction of any payment processing fees taken by the payment provider at point of transaction.
- Deduction of 40% of paid fees as payment for research and administrative fees incurred.
In the event of Webember having offered a payment plan or ongoing service to the Client:
- A full refund of any and all funds provided to Webember for ad spend that have not yet been utilised.
- No refund will be available on any instalments made prior to date of cancellation.
4.2. The Client acknowledges that they shall not be entitled to and shall not claim a refund other than by strict compliance with the clauses noted in this Agreement.
Transfer of Services
5.1. The services agreed upon between the Client and Webember are non-transferable.
5.2. Any payment made from the Client to Webember is non-transferable, unless compliant under the clause of 4. REFUNDS.
Invoice Balance & Payments
6.1. For a non-recurring standalone product or service; the Client’s full invoice balance must be settled fourteen (14) calendar days prior to the undertaking of any agreed services between the Client and TMD, unless otherwise agreed upon in writing by Webember and the Client.
6.2. Failure to provide the full balance before any undertaking of agreed services will result in any agreed services between the Client and Webember to be postponed until the full balance has been settled.
6.3. The conditions and potential penalties of the clause above will also be referred to in such a case.
Minimum Periods
7.1. The Client understands that for any agreed works to be carried out by Webember in regards to Paid Social Media and Paid Search Advertisement, there is a minimum term of six (6) calendar months to allow for split testing, measuring and the assurance that a campaign has been given enough time to accomplish the goals set out prior to the start of the six (6) calendar month term. After this period, the agreement will be automatically renewed for a thirty (30) calendar day period on a rolling-term basis.
7.2. The Client understands that for any agreed works to be carried out in regards to Web Hosting Services, there is a minimum term of six (6) months. After this period, the contract will be automatically renewed for a thirty (30) calendar day period on a rolling-term basis.
7.3. The Client understands that for any recurring or ongoing package which does not form part of a contract, the package can be terminated at any time in alignment with clause 8.1. The Client understands that cancellation of ongoing services may still incur balances due for work on websites or services performed as part of a payment plan.
Discontinuation of Services
8.1. If the Client no longer wishes to engage Webember and make use of any services currently rendered to them, the Client must provide Webember with written notice thirty (30) calendar days prior to any renewal of contracts. Should there be excess ad spend available, Webember will endeavour to return said excess within fourteen (14) business days to the Client.
8.2. If the Client wishes to terminate their Web Hosting Services then Webember will make a back-up of the Client’s websites and store said backup on Webember servers. Should the Client wish to reinstate the Web Hosting Services at a later date, a service charge will be required. If the Client wishes access to the back-up for their website, Webember may charge a service fee where appropriate. All backups are automatically deleted 6 months from termination.
8.3. If the automatic renewal of any contract falls within the 30 (thirty) calendar day cancellation period, the Client forfeits any payment due for said renewal.
Termination
9.1. Webember reserve the right to terminate the agreement at any time upon notice to the Client if:
- Payment for a one-time standalone product or service has not be made in full,
- Payment for an ongoing product or service has not been received on time,
- The Client fails or refuses to meaningfully participate with the services of TMD,
- The Client violates the terms and conditions,
- The Client’s actions are deemed inappropriately towards Webember team members or any associates of TMD.
RIGHTS RESERVED
10.1. The Client understands that the services of TMD, including copy, images, content, media, frameworks, jargon, terminology and materials, both digital, physical and otherwise, must not be used for any other purposes, other than related to the services of TMD, without the prior written consent from TMD. This includes the launching of "Competing Services and Products."
10.2. At no point shall the Client have any right or claim to the intellectual properties of TMD.
Case Studies
11.1. The Client acknowledges and accepts that Webember may use information from any services of Webember provided to the Client, for promotional and marketing purposes throughout and beyond the Client's participation in those services.
Confidentiality & NDA
12.1. The Client acknowledges that sensitive information may be provided and shared by the Webember team, and agrees to respect confidentiality and privacy both publicly and privately.
12.2. The Client agrees to full non-disclosure in perpetuity of all information, conversations, dialogue, resources and materials involved with the services of TMD.
12.3. All of these matters are internal and confidential, and should be respectfully held and only discussed between Webember and the Client.
Data Protection
13.1. Webember will be fully compliant with GDPR with any and all information provided to by the Client.
13.2. The Client accepts responsibility that any and all information provided to Webember is accurate and up to date, and will provide Webember in writing any changes to said information.
13.3. The Client agrees to be fully compliant with GDPR with any and all information provided by TMD.
Vulnerability of Electronic Communication
14.1. Webember acknowledges that electronic communications can be relatively easily accessed by unauthorised people and therefore the privacy and confidentiality of such communications may be compromised. Therefore, if the Client communicates highly private information via electronic means, Webember may assume that the Client has made an informed decision to do so.
14.2. Webember cannot be held liable for any information that is accessed by a third party via the method of communication chosen by the Client.
14.3. Webember cannot be held liable for any information that is accessed by a third party through the Clients email accounts where said email accounts are hosted by TMD.
Agreement & Project Changes
15.1. This agreement is subject to change by Webember if deemed appropriate.
15.2. If an appropriate change to this agreement is made, it renders prior agreements invalid.
15.3. If an appropriate change to this agreement is made, the new agreement will take on the terms and conditions laid out here.
15.4. The Client acknowledges and accepts that once they have signed off the prototype version of their project no changes will be made to fundamental parts of the project, only changes to the copy or images will be accepted at this point unless agreed otherwise by TMD.
Limitation of Liability
16.1. TMD: a. exclude all terms, conditions and warranties implied by custom, the general law or statute, or which cause any part of this agreement to be void (’non-excludable condition’). b. limit our liability to the Client for breach of a non-excludable condition to the total amount actually paid by the Client under this agreement; c. limit our liability to the Client for any claim (whether arising in contract, tort or statue) for any loss or damage whatsoever suffered by the Client in relation to providing the opportunity to the Client to purchase the Webember products and/or services to the total amount actually paid by the Client under this agreement; d. exclude all liability for consequential damage (including but not limited to, lost of revenue or lost of profit) suffered by the Client in any way relating to the revision of the opportunity for the Client to purchase the Webember products and/or services or the Client’s exercise of rights under this agreement. During a project, the client is able to request up to two (2) updates/changes to their project’s individual design and prototyping phases, including stylescapes, logo design, content strategy and web design. Should additional updates/changes be required by the client, Webember will charge the Client accordingly.
Force Majeure
17.1. If the provision of services as contemplated by this agreement are prevented or cancelled because of an ‘Act of God’, inevitable accident, fire, blackout, flood, or any other calamity, or if by reason of riots, strikes or lockouts, pandemics, epidemics, government issued lockdowns, or any other events beyond the direct control of TMD, Webember may postpone the delivery of the agreed upon services from the original schedule and the Client is not entitled to claim for a refund or for any costs, expenses, losses, damages or liabilities which may be incurred or suffered by the Client as a result of such
postponement.
Third Party Liabilities
18.1. The Client understands that Webember may use services rendered to them by 3rd party providers.
18.2. In the case where said third party service providers are no longer able to render any services to TMD, the Client understands that this may result in Webember having to postpone or halt, either temporarily or permanently, the agreed upon services to be provided to the Client. In such a case, the Client understands and accepts that this is beyond the direct control of TMD, and that the Client is not entitled to claim for a refund or for any costs, expenses, losses, damages or liabilities which may be incurred or suffered by the Client as a result.
Management Liabilities
19.1. The Client acknowledges and accepts that where Webember has taken over the management of a previously acquired service provided to the client by a third party, Webember will not, and can not, be held accountable for any errors or failings made by the 3rd party company previously employed by the Client, nor can Webember be held liable for any loss of funds as a direct result of any errors or failings by the 3rd party company previously employed by the Client.
Website Management
20.1. Where Webember has agreed to manage and maintain a client's website, the client is able to request up to two (2) updates/changes to their site per calendar month, where these updates/changes are under 2 hours of development time (these hours are not cumulative). Should additional updates/changes be required by the client, Webember will charge the Client accordingly.
Third Party Involvment
21.1. The Client must provide in writing if they intend to involve a 3rd (third) party to act, or make decisions, for the Client. Said 3rd (third) party will not be involved in the project until the Client has received written acceptance from TMD.
21.2. Webember reserves the right to deny any 3rd (third) party involvement in the project at any stage before, during, or after the project.
21.3. If a 3rd (third) party will be involved before the project has started, the client must make clear who will make final decisions in relation to the project in written form.
21.4. The Client accepts ultimate and full responsibility for any final decisions in relation to the project, whether having appointed a 3rd (third) party to make said decisions.
21.5. The Client accepts ultimate and full responsibility for any actions taken in relation to the project by any appointed 3rd (third) party.
Project Timelines & Expectations
23.1. The Client acknowledges and accepts that where Webember have outlined expected response dates for parts of a project that if the client does not respond by an expected time, the project will naturally be delayed. Where a project is delayed due to late responses from the Client, the Client accepts full responsibility, and understands that the project or elements of it will be pushed back based on the delay.
22.1.In relation to prototypes and/or changes to a prototype, if a client does not respond by the date outlined Webember will move on to the next step of the project.
Referrals
22.2. Under no circumstances can the Client receive any payment from Webember for referring any business that they have previously or currently been directly involved in.
23.2. If the Client receives any payment from Webember for referring any business that the Client becomes directly or indirectly involved in, the Client must return said payment immediately to TMD.
23.3 If the Client becomes aware at any point that any payment has been made from Webember for referring business to any person directly or indirectly involved in the project, the Client agrees to be held responsible for the return of said payment to Webember as it relates to clause 23.1, and clause 23.2.
23.4. Webember reserves the right to withhold, postpone, or cancel payment to the Client as it relates to referring business to TMD.
