1. General
1.1. Unless otherwise specifically agreed in writing [Free-website.tech] (“the Company”) undertakes to provide the Client services in accordance with these general terms (the “General Terms”) and accordingly, all offers or tenders of service are subject to these General Terms. All resulting contracts, agreements or other arrangements (“Agreements”) with the Client for any services specified in these General Terms are in all respects governed by these General Terms, except only to the extent that the law of the place where such Agreements are made or carried out expressly preclude any of the General Terms, in which case such local law shall prevail, but only to the extent that it deviates expressly from these General Terms;
1.2. Any reference in any document, request for quotation, order approval or other form to any other terms or conditions to govern any services specified in these General Terms shall not be binding between the parties (and are hereby expressly rejected);
2. The Company
2.1. The Company is engaged in the creation, design, modification, maintenance of the Client’s website as well as website hosting and domain name management and purchase. As such, it:
a) provides such standard services as referred to in article 4.1
b) may issue reports or certificates as referred to in article 4.2 And 4.3
2.2. The Company provides its services to the companies, persons or bodies from which the instructions to act have originated (“Client”). No other party is entitled to give instructions, unless so authorized by the Client and agreed by the Company. The Company shall be deemed to be irrevocably authorized to issue at its discretion reports to a third party in case of instructions or undertaking by the Client to such third party or if such instruction or promise implicitly follows from circumstances, trade custom, usage or practice;
2.3. The Company shall provide services in accordance with:
a) the Client’s specific instructions as confirmed by the Company
b) the terms of the Company’s offers as sated on its website
c) such methods as the Company may consider appropriate on technical, operational or financial grounds
3. Information
3.1. All inquiries and orders for the provision of services must be accompanied by sufficient information specifications and instructions enabling the Company to evaluate and perform the services;
3.2. Documents reflecting engagements contracted between the Client and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc. (including if received in connection with the Client’s instructions) are considered to be for information purposes only, without extending or restricting the scope of services as accepted by the Company;
3.3. Any pre-existing data, including technical information and specifications, on any media or through any means, may be deemed by the Company to belong to the party providing it or making it accessible, unless specifically mentioned otherwise. Data developed under a contract with the Company or in the performance of a website build by the Company, including, expert opinions and calculations, on any media, in any code or with any application, as well as any intellectual property in it, is owned by the Company. The Client has a non-exclusive right of use of such data. The subscription-based offer the Company provides is a fraction of the actual price of the creation of a website for the Client. Hence, the website code, the files, the design, the content of the website, the databases, and the domain name attached to the website are and remain all the property of the Company;
3.4. The Company shall treat all information received in connection with the provision of its services as confidential to the extent that such information is not published, available to third parties or otherwise in the public domain. The Company is entitled to provide all confidential information to its contractors and their employees, agents or subcontractors, only when and to the extent required for the provision of the services. The Client gives full authorization to the Company to use any contractors or subcontractors of the Company’s choice in order to perform any task as referred to in article 4;
3.5. The Company and the Client shall comply with all applicable data protection laws and respect information and privacy rights of individuals when processing, transmitting, or storing of any personal, or otherwise sensitive, data;
3.6. In no event is the Client, or any third party acting on behalf of it, permitted to perform an audit on the Company’s work on a website as long as the Client and the Company are bound by the present General Terms. The Company may agree otherwise in writing, provided such audit and its scope are defined and explicitly agreed to by the Company. In all cases, any audit must at all times be guided and supervised by personnel of the Company, performed only on information regarding the services as provided exclusively to the Client, and all costs in connection with the audit are borne by the Client;
4. Deliverables/Scope
4.1. The Company’s standard services may include:
a) Creation, design and modifications of the Client’s website, including the website’s files and data bases
b) Purchase and management of a domain name for the Client’s website, including modifications of the domain name
c) Creation of logos for the Client and any other graphic identity
d) Purchase and use of royalty free pictures, videos and illustrations for the Client’s website
e) Hosting management for the Client’s website
f) Any service related to website creation and advertisement for the Client
4.2. Subject to the Client’s instructions with all limitations as accepted by the parties, the Company shall issue reports that reflect its statements of opinion with due care. The Company is in no event obliged to refer to or report on any facts or circumstances that are outside the express instructions of the Client;
4.3. Reports issued in relation to testing or analysis of parts of a website may contain the Company’s specific opinion on those parts only, and do not express any opinion on the bulk from which the parts were taken. If an opinion on the bulk is required, a special service arrangement must be agreed prior to the Company performing its inspection of the Client’s website;
5. Obligations of the Client
The Client shall:
5.1. Ensure that adequate instructions and sufficient information are given to the Company enabling it to provide the requested services effectively;
5.2. Procure all necessary access for the Company’s representatives enabling the required services to be performed effectively;
5.3. Make available all personnel necessary for providing the required services;
5.4. Ensure full and unconditional access necessary for the Company and its representatives to be able to perform its service. The Company’s employees or subcontractors providing the services shall not be obliged to sign any indemnity or other website-specific undertakings or agreements;
5.5. Immediately take all necessary steps to eliminate or remedy any obstruction to or interruptions preventing the Company to perform its services;
5.6. Inform the Company in advance of all known hazards and dangers, actual and potential, related to any order, testing or service, including the presence of possible malware or potential hacking attempts;
5.7. Fully exercise all its rights and discharge all its liabilities under any related contract, regardless of whether a report or certificate has been issued by the Company and, failing such exercise, the Company shall be under no obligation to the Client;
In the event of the Client failing to honor one or several of these obligations, the Company shall be under no obligation to the Client;
6. Payment
6.1. The Client shall pay the subscription fee every month. Failing a timely payment, an interest shall accrue at the rate of 10 per cent per 2 weeks running from the 3rd week of the payment failure and will run until payment in full. The Company is untitled, without liability, to suspend the accessibility of the website until the due payment has been received by the Company;
6.2. The Client is not entitled to retain, defer payment or set off of any sums payable to the Company on account of any dispute or claim it may allege against the Company;
6.3. In the event the Client becomes subject of a suspension-of-payments, an arrangement with creditors, bankruptcy, insolvency, is declared under receivership or in case of a cessation of business by the Client, the Company is entitled to suspend all further performance of its services immediately, without liability;
6.4. If the Company is prevented by reason of any cause outside the Company’s immediate control from performing or completing any service in respect of which an order has been given or an agreement made, the Client shall pay to the Company:
a) the amount of all costs and expenses actually incurred
b) a proportion of the agreed fee or commission equal to the proportion (if any) of the service actually performed and
c) the Company shall be relieved of all responsibility and liability for the partial or total non-performance of the required service
6.5. If any unforeseen facts or circumstances occur or expenditures arise in relation to the required services, the Company is entitled to charge the additional time and costs and expenses necessarily incurred to complete the services;
7. Subscription time and resignation
7.1. The minimum subscription time for the client is 2 years;
7.2. The amount of monthly subscription fee is the displayed on the home page of free-website.tech;
7.3. After the subscription has been paid for at least 2 years, the Client can inform the Company of his wish to resign his subscription by email to the Company. The payment of the subscription will be due for another 3 months starting the first day of the month following the month the resignation email has been received;
7.4. After this 3 months period, the Client has no obligation to continue paying the subscription and the Company will suspend the automatic payment of the subscription;
7.5. If the subscription has not been paid for at least 2 years, and that the Client wishes to resign his subscription, the Company will issue an invoice to the client equal to the amount of the monthly payments remaining to reach the threshold of the 2 years subscription. In addition, a penalty of the $449 will be applied;
7.6. The end of the obligation of the subscription payment does not lead to any property transfer to the Client of the website or the domain name;
7.7. Free-Website.tech reserves the right to refuse any customer and terminate any subscription at any time;
8. Property transfer
8.1. The property transfer of the website files, the databases and the domain name can be done at any time and are inseparable;
8.2. First, the subscription must be cancelled by the client in the condition referred in article 7;
8.3. Once the subscription has been cancelled, the costs of the property transfer is as following:
Monthly subscription * 12 + domain value based on the 3rd party provider www.pc.domains;
8.4. After the payment from the Client has been received by the company, the website’s files as well as the domain name will be transferred to the client;
8.5. The client will then have the full property of the website’s files, the databases and of the domain name;
9. Case of simple website migration or management
In the case of a pre-existing website transferred under the management of the Company, the property of the website files, the database and the domain name remain the Client’s;
10. Disclaimers
10.1. The Company is entitled, at its discretion, to delegate the performance of the whole or any part of the required services to any agent or subcontractor;
10.2. Except as specifically and expressly agreed otherwise, the Company disclaims and does not guarantee, represent, warrant or could be held responsible for:
a) the Client’s Website to be up and running 100% of the time
b) hacking and malicious attempts to control, erase, degrade part of or the entirety of the Client’s website, including files and data bases
c) the activity and actions of the users of the Client’s website
d) the legality of the content of the Client’s website
10.3. The Company is neither an insurer nor a guarantor and excludes all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance;
10.4. The Company is not responsible for any of the content displayed on the Client’s website. Any complaint in this regard must be addressed to the Client directly. The Client is fully responsible for the content of the website;
11. Liability
11.1. The Company undertakes to exercise due care and skill in the performance of the agreed services and accepts responsibility only where such skill and care is not exercised;
11.2. The aggregate liability of the Company for all losses, damages, costs and expenses of any nature and howsoever caused, under or in connection with the present General Terms (including all extensions and amendments of such contract) and any failure to exercise due skill and care by the Company shall in no circumstances exceed a total aggregate sum equal to the amount of the last monthly subscription fee paid by the Client;
11.3. The Company cannot be held accountable for any of the Client’s losses, including loss of profit, loss of future business, loss of production and cancellation of contracts entered into by the Client;
11.4. The Client shall guarantee, defend and indemnify the Company, its subcontractors and their officers, employees, agents and other representatives against all claims made by any third party caused by or relating to the performance, purported performance or non-performance of any services;
11.5. Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitation of liability, damages and the indemnity in these General Terms, whether the Company is acting for itself or as agent or subcontractor;
11.6. If the Company is prevented by reason of any cause outside the Company’s immediate control from performing or completing any service in respect of which an order has been given, the Company shall be relieved of all responsibility and liability for the partial or total non- performance of the required service;
12. Applicable law and dispute resolution
12.1. Any amendment or waiver of any part of these General Terms is without effect, unless it is in writing and duly signed by an officer of the Company;
12.2. This Agreement is governed by the laws of the Kingdom of Norway;
12.3. All disputes arising out of or in connection with these General Terms or any contract, agreements or arrangements based on it shall exclusively be referred to the competent court of Oslo.