Terms and Conditions for Web, App, Content & Video engagements

 

Definitions

  • The Provider – Vimi co. LTD, or it’s subsidiaries, affiliates and partners Copywrite.asia, Vimivideo, DeMedia, Smartsoftasia.
  • Client – The party engaging the provider.
  • Project – An engagement wherein the client hires the provider to deliver a scope of work.
  • Deliverables – The outputs of project. Including, but not limited to: documents, designs, websites, landing pages, online advertising campaigns, banners, videos, applications, consultations, etc.
  • Bug – A behaviour of the deliverable that doesn’t match the written, approved and mutually agreed project brief or specification document, unless the failure to match the project brief results in changes brought about by a third party (e.g. release of an updated  version of iOS, Android, WordPress, plugins, etc.)
 

General

  • The provider acknowledges that the project is conducted as “work for hire” and that upon completion of all due payments all resulting deliverables shall become the client’s sole property.
  • The provider will assign to the client upon completion of due payments all rights, titles and interests in the deliverables, and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names worldwide.
  • The provider will retain a right to reuse deliverables including libraries and source code for development, sale and/or licensing of other software and/or applications incorporating the libraries and/or source code of the deliverable.
  • The provider will retain a right to showcase deliverables in the provider’s marketing efforts in the provider’s public portfolio, and in other publicly accessible marketing materials.
  • The provider will retain a right to include a credit mention within the deliverable. E.g. As a footer link on a website, landing page, or newsletter, a link in an “About page” and from the App Store / Playstore description for an app, etc. Client may opt to remove credit for a 9% surcharge on the total cost of the project.
  • Any open source and third party platforms, services and products integrated into the deliverables will be integrated “as they are”, unless explicitly mentioned otherwise in the scope of work.
  • All deliverables, features and services included in the project are explicitly mentioned and written in the  scope of work. Any client requests not written into the scope of work will be considered “above scope”, and cannot be assumed to be included within the project. Unless explicitly stated otherwise scope of work and provider responsibility does not include copywriting, content creation, translations, hosting, domains, signing up for services, opening of accounts, provision of credit card processing services, cost of imagery, or anything else not explicitly mentioned.
  • The client may request to expand the project scope in which case the provider shall advise the client of the additional costs and time needed, and the client may, at their discretion, elect to approve the updated costing and schedule, or withdraw their request.
 

Warranties

  • Deliverables are provided with a 6 month warranty for bugs. These will be fixed at no extra charge to the client.
  • This warranty period is extended by 6 months for every USD 36,000 of project value.
  • Access by the client, or any third party, to servers, code, files, configurations, or editable deliverables of any type which that provider has handed over, or is currently working on, will void all warranties immediately.
  • The provider warrants deliverables will not infringe upon any copyright, patent, trade secret or other intellectual property interest of any third party.
 

Support and Service Levels

  • The provider will deliver to the client such training and consultations needed to operate their deliverables from time to time for 3 months after acceptance. The scope of training provided to the client at no additional costs shall be calculated as 4 hours for every USD 12,000, or part of, of project value. Training shall be conducted at such locations and times as are mutually agreed. Client may elect to purchase further training time at the costing provided below.
  • Unless explicitly stated otherwise in the project’s scope agreement, the provider’s working hours for client service are from Monday to Friday between the hours of 9am and 6pm, excluding all Thai public holidays.
  • The client will assign a single project manager to serve as the provider’s point of contact for all deliverables, communications and other matters relating to the client’s project. Communications managed by client staff who are not the designated project manager may be ignored. Client may change their assigned project manager as required but must notify the provider of the change via email a week in advance.
  • Every week , for the duration of their project, clients are entitled to one hour long conference call with their assigned project manager. To be conducted over Skype, Whatsapp, Line, Wechat, Google Hangouts, or similar services agreed between the provider and the client.
  • Client may request additional meetings and service support outside the hours listed above, in which case the provider shall advise the client of the additional costs incurred, and the client may, at their discretion, elect to approve the updated costing, or withdraw their request.
  • Client may opt to purchase support services not covered under warranty in 1 of 2 ways:
    • Handled at hourly development rates USD 99.
    • Handled within a 6 month retainer agreement: 12 hours a month at USD 675 per month.
  • Client may request support by emailing the provider.
  • Client requests for support will receive initial response from the provider within no more than 24 business hours.
  • In such cases where the provider has delivered client with a custom backend system, and the client has chosen not to engage the provider for ongoing maintenance of the servers hosting said backend, the provider will not be responsible in any way, shape or form for any issues of any kind that arise. This includes, but is not limited to – loss of data, deletion of files, hacks, service outages, etc.
  • The provider does not provide hosting as a service and will not be held liable for performance and availability issues related to the client’s hosting.
 

Payment and Pricing Policy

  • A payment schedule based on project milestones and deliverables will be included into the provider’s proposal to the client and agreed upon prior to project launch.
  • Client may request changes to the agreed project scope.  In the event the client makes such requests, the provider will make efforts to implement requested changes at no additional expense, and without delaying delivery.
  • In the event the proposed change will, in the provider’s reasonable opinion, require a delay in delivery or result in additional expenses, the provider shall advise the client of the additional costs and time needed, and the client may, at their discretion, elect to approve the updated costing and schedule, or withdraw their request.
  • Prices quoted may be amended without notice based on team availability. To lock down pricing plan client must confirm their proposal and pay the specified deposit.
  • Quoted prices are subject to VAT as required.
  • Invoices are issued 14 days before due date.
  • Payments made are non-refundable under any condition.
  • Failure to make payment will result in cessation of all work on client’s projects.
  • Handover and deployment of any and all deliverables is subject to completion of all payments.
  • Overdue payments will be subjected to a 3% late fee penalty, per week of delay.
  • Payments over 45 days late are a breach of contract. Client’s project will be terminated without compensation and no deliverables will be provided or deployed.
  • Payment of a deposit for any project will serve as confirmation that the client has read and agreed to the terms and conditions relating to the project.
 

Payment terms

Brand and Ecommerce websites

The payment terms offered for the delivery of client’s’ website projects will be according to the following schedule:
  • Client will pay the provider 25% of the project’s value as a deposit to confirm the engagement and kickoff.
  • Client will pay the provider 25% upon approval of project design and prior to commencement of development.
  • Client will pay the provider 25% once the project is accessible on the provider’s development server and can be accessed via a web-server.
  • Client will pay the provider 25% once the project has successfully completed a User Acceptance Test (UAT) and prior to handover of the project code to the client’s hosting for launch.
 

Other Projects

  • Search Engine Marketing (SEM) – To launch their campaigns clients will pay two months worth of the agreed service fees in advance.
  • Projects valued up to $1,260 – Client will pay 100% of the project’s value in advance.
  • Projects valued at $1,260 – $5,400 – Client will pay 50% of the project’s value in advance and 50% upon completion of the project, prior to provider handing over production files.
  • Projects valued at $5,400 and above – Client and provider will agree and sign-off on a payment schedule based on verifiable milestones.
 

Relationship

  • Client and provider agree that these terms do not create a partnership, joint venture or agency relationship between provider and client and neither party has any right, power, or authority to act as a legal representative of the other.
 

Arbitration

  • Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration before a single arbitrator. Any such arbitration shall be conducted in Bangkok, and all fees resulting shall be shared between provider and client. Judgment upon any award may be entered in any Thai court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties.
 

Entire Agreement, Governing Law and Jurisdiction

  • Unless explicitly stated in the scope of work, these terms constitute the entire understanding between the parties and supersedes any previous agreements, understandings and undertakings in such respects. This Agreement cannot be changed except by written agreement between the parties. The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of Thailand, and the parties hereby submit to the jurisdiction of Thai courts.
 

Severability

  • In the event that a court of competent jurisdiction determines that any portion of these terms is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of these terms.
 

Miscellaneous

  • Except as otherwise expressly set forth herein, these terms may be amended or modified only by the provider and may not be modified by course of conduct. The section headings used herein are for convenience only and will not be given any legal meaning. These terms are made for the benefit of the parties only and there are no intended third party beneficiaries. By engaging the provider the client acknowledges they have read these terms, understands the provisions therein, and agrees to be bound to and by them.