¨Please note that an explanation of these Terms and Conditions will be provided by request at no charge to the requester.¨ Terms in PDF
Please read the Terms & Conditions carefully. By visiting Mercí Web Design and sharing information you agree to be bound by these Terms & Conditions unless you offer different terms, in writing, which are accepted by Mercí Web Design. For more information about Mercí Web Design please visit our Disclaimer page, About page, or please click here to visit our Site Map where you can click on the appropriate link for your questions, comments, or concerns.
1. TERMS AND CONDITIONS: These terms and conditions control the purchase of services set forth in this agreement ("Agreement") and constitute the full and complete agreement between Client ("Buyer") and Mercí Web Design ("Seller") with respect thereto. In the event of a conflict between any typed or handwritten provisions that are part of this Agreement, including any exhibits attached hereto, and the pre-printed terms and conditions set forth herein, the typed or handwritten provisions shall control. These Terms and Conditions may not be waived or modified except in writing, made in agreeance, between Buyer and Seller.
2. ACKNOWLEDGMENT AND ACCEPTANCE: The issuance of this Agreement between Buyer and Seller constitutes an offer expressly limited to the terms contained herein. Acceptance is made conditional to the terms hereof. Any addition, change, or deletion to these terms by Buyer or Seller must be made in writing. Buyer reserves the right to reject these terms at any time, prior to acceptance, by the return of an unmodified copy of this Agreement.
3. TECHNICAL INFORMATION AND EQUIPMENT: All technical specifications, drawings, notes, instructions, or information referred to on the face of this Agreement, or contained in attachments or exhibits hereto, are deemed to be incorporated by reference. All such materials, together with all tools, equipment and parts furnished by Buyer, shall remain the property of Buyer and shall be used only for work performed for Buyer. Seller, at Buyer's request, shall return to Buyer
(i) all written materials delivered to Seller
(ii) any copies thereof, except as needed for records for legal purposes
(iii) all written materials generated by Seller pursuant to the performance of this Agreement
(iv) all tools, equipment and parts furnished by Buyer.
4. PRICE AND DELIVERY: Seller shall furnish services in accordance with the price and delivery terms agreed upon between Buyer and Seller. TIME AND RATE OF DELIVERY ARE OF THE ESSENCE. Unless otherwise stated, the price terms contained agreed upon include all costs or charges of any kind that will by paid by Buyer, and Buyer shall not be liable for any other costs or charges, all of which shall be borne by Seller, including, without limitation, charges for inspection, delivery; all federal, state and municipal sales, use and excise taxe. Seller warrants that the prices charged for services covered by this Agreement will be as low as the lowest prices charged by Seller to customers purchasing services of like kind and quality. Seller shall notify Buyer immediately at such time as Seller has knowledge of any impending material shortage, governmental regulation, labor dispute, or other event or impediment which could result in a deliver delay.
5. PACKAGING AND SHIPPING: In the event that items are delivered to Buyer by mail, Seller shall be responsible for packaging, marking, and shipping of goods in accordance with the terms hereof, good commercial practices, and all applicable laws. Each package shall be marked with handling instructions, shipping information, Customer Number, and Part/Item Number. An itemized packing list shall accompany each shipment. Buyer reserves the right to reject any shipment not meeting these requirements. Items being delivered to Buyer by electronic means will receive the same careful consideration that items delivered by mail receives.
6. RISK OF LOSS: Delivery Point shall be at Buyer's location, as stated by Buyer, unless otherwise stated in writing by Buyer. Notwithstanding any prior inspection, Seller shall bare all risks of loss until final inspection and acceptance of the items by Buyer at Buyer's location. Seller shall also bare all risk of loss with respect to any goods rejected by Buyer, providing rejecting constitutes that the wrong goods were delivered to Buyer. All goods will be shipped, insured, and request Buyer's signature if delivered by postal mail, or will be shipped and delivered by electronic mail and request Buyer's consent and acceptance.
7. PAYMENT: Payment is received from Buyer to Seller in three (3) parts.
First: After Buyer's and Seller's initial consultation and Buyer's acceptance of terms outlined in this Agreement, or altered variation attached to this Agreement, Buyer shall pay the minimum costs to "hold space" for Buyer on the internet to build Buyer's website. These fees include Domain Name and Space.
Second: After Buyer's and Seller's second consultation, discussion of needs and wants of Buyer, Buyer agrees to pay 50% of the remaining cost for the website purchase, before work on the Buyer's website will begin. Buyer understands that services will not be continued until this payment is received from Buyer to Seller. Buyer understands that any estimated delivery dates given will be frozen until this payment is received from Buyer to Seller.
Third: Seller shall issue an invoice upon completion of services provided by Seller to Buyer. Unless different payment terms are specified on the face hereof, or attached hereto, Buyer shall issue payment within fifteen (15) days of his/her receipt of Seller's invoice. Payment by Buyer is contingent upon delivery by Seller of satisfactory completion of services. Payment not made in a timely manner by Buyer to Seller for completed services may consitute Buyer to be subjected to an outside collection agency. If after thirty (30) days payment for completed services is not recieved, Buyer's website will be pulled from the internet. Once all payments are received and processed full permission and website access will be granted to Buyer by Seller.
Buyer understands that the initial first payment is non-refundable. Buyer understands that the second payment is refundable only if no more than five (5) days of receipt of the second payment by Seller hasn't passed. Buyer understands that the third payment is refundable only if Buyer has decided against Seller's services once Seller has finalized Buyer's website. If the Buyer has decided against Seller's services Buyer must submit in writing within fifteen (15) days of receiving an invoice for final payment of his/her decision. Once the submission is made to Seller, Buyer's website will be pulled from the internet. A refund by Seller to Buyer will be made within ten (10) business days of Buyer's request or, at Buyer's option, which ever is later, and deducted from any other payments, then or thereafter, due to Seller from Buyer.
8. WARRANTY: SELLER'S DELIVERY OF ITEMS AND PERFORMANCE OF SERVICES HEREUNDER SHALL CONSTITUTE A WARRANTY AT SUCH TIME:
(1) ALL ITEMS ARE FREE FROM DEFECTS IN DESIGN, MATERIAL, AND IN WORKMANSHIP.Seller acknowledges that Buyer has previously disclosed to Seller the purposes for which the items provided by Buyer are intended and that Buyer is relying on Seller to furnish suitable services. All warranties shall survive any inspection, delivery, acceptance, payment, expiration, or earlier termination of this Agreement.
(2) ALL SERVICES ARE PERFORMED IN A PROFESSIONAL MANNER.
(3) DELIVERY OF ITEMS TO BUYER FROM SELLER WILL BE FREE AND CLEAR OF ALL LIENS, CHARGES, AND ENCUMBRANCES.
(4) ITEMS OR SERVICES CONFORM TO APPLICABLE SPECIFICATIONS, DRAWINGS, SAMPLES, OR OTHER DESCRIPTIONS REFERENCED HEREIN.
(5) ITEMS OR SERVICES WILL FUNCTION ACCURATELY.
(6) ITEMS ARE FIT FOR THE PURPOSES INTENDED.
9. SELLER'S/BUYER'S LIABILITY: Seller will only be held liable for the condition of items received by Buyer, items provided by Seller to Buyer, and services provided by Seller. Buyer is responsible for all copyrights associated with items provided by Buyer to Seller. Seller is responsible for all copyrights for items supplied to Buyer. Seller is responsible for all services provided to Buyer. In the event that a copyright issue arrises the responsible party will be held liable.
10. INDEMNIFICATION: Seller shall indemnify, defend and hold Buyer, its affiliates, licensees, their respective directors, officers, employees, harmless from any and all demands, claims, losses, and liabilities of whatever kind or nature, including attorney fees and costs, asserted against or suffered, arising out of the services covered by this Agreement, this includes the preparation, processing, manufacture, construction, completion, and delivery, Seller's acts, omissions or negligence. Such obligation to indemnify shall exist with respect to claims and demands relating to accidents, occurrences, injuries or losses, including, without limitation, injuries to persons or property and economic losses, by reason of, or arising out of, or in any way related to, the services covered by this Agreement or the preparation, processing, manufacture, construction, completion, and delivery. Such obligation to indemnify shall exist with respect to claims and demands that: (1) any services; (2) any items provided by Seller; (3) any combination of such services or items provided by Seller which may infringe on any patent, trademark, copyright, trade secret, or other intellectual property right, foreign or domestic.
Buyer shall indemnify, defend and hold Seller, its affiliates, licensees, their respective directors, officers, employees, harmless from and any and all demands, claims, losses, and liabilities of whatever kind or nature, including attorney fees and costs, asserted against or suffered, arising out of the items provided by Buyer covered by this Agreement, this includes the preparation, processing, manufacture, construction, completion, and delivery, Buyers's acts, omissions or negligence. Such obligation to indemnify shall exist with respect to claims and demands relating to accidents, occurrences, injuries or losses, including, without limitation, injuries to persons or property and economic losses, by reason of, or arising out of, or in any way related to, the services covered by this Agreement or the preparation, processing, manufacture, construction, completion, and delivery. Such obligation to indemnify shall exist with respect to claims and demands that any items provided by Buyer which may infringe on any patent, trademark, copyright, trade secret, or other intellectual property right, foreign or domestic.
11. CANCELLATION: Except as stated in section seven (7) above, or unless otherwise provided, Buyer may cancel this Agreement in whole or in part upon written notice to Seller at any time, notwithstanding any provision to the contrary and in addition to any other remedy. Buyer may cancel this Agreement in whole or in part upon notice in the event that:
(i) Seller fails to make delivery at the time provided;Upon Buyer's cancellation, Seller shall deliver to Buyer such work in process or completed items upon Buyer's request. Buyer shall have no liability to Seller beyond payment of any balance owing for services delivered to and accepted by Buyer prior to Seller's receipt of a notice of termination, or for work in process and completed services requested by, delivered to, and accepted by Buyer after Seller's receipt of notice of termination. In no event shall Buyer be liable for consequential or incidental damages to Seller due to termination.
(ii) Seller fails to comply with any other term or condition of this Agreement within fifteen (15) days of
the demand thereof;
(iii) a receiver or other similar officer is appointed over any or all of Seller's property or assets;
(iv) Seller files a voluntary petition of bankruptcy, or an involuntary petition of bankruptcy is filed
(v) Seller merges with or is acquired by a third party;
(vi) Seller assigns, delegates or subcontracts this Agreement or any of its rights or obligations hereunder without the prior written consent of Buyer.
Except as stated in section seven (7) above, or unless otherwise provided, Seller may cancel this Agreement in whole or in part upon written notice to Buyer at any time, notwithstanding any provision to the contrary and in addition to any other remedy. Seller may cancel this Agreement in whole or in part upon notice in the event that:
(i) Buyer fails to make delivery at the time provided;Upon Seller's cancellation, Seller shall deliver to Buyer such work in process or completed items upon Buyer's request. Buyer shall have no liability to Seller beyond payment of any balance owing for services delivered to and accepted by Buyer prior to Seller's delivery of the notice of termination, or for work in process and completed services requested by, delivered to, and accepted by Buyer after Seller's delivery of notice of termination. In no event shall Seller be liable for consequential or incidental damages to Buyer due to termination.
(ii) Buyer fails to comply with any other term or condition of this Agreement within fifteen (15) days of
the demand thereof;
(iii) a receiver or other similar officer is appointed over any or all of Buyer's property or assets;
(iv) Buyer files a voluntary petition of bankruptcy, or an involuntary petition of bankruptcy is filed
(v) Buyer merges with or is acquired by a third party;
(vi) Buyer assigns, delegates or subcontracts this Agreement or any of its rights or obligations hereunder without the prior written consent of Seller.
12. CONFIDENTIAL INFORMATION AND ADVERTISING: Without prior written consent of Buyer, Seller shall neither disclose to any person outside its employ, with the exception of a contracted third entity for project development purposes, nor use for purposes other than performance of this Agreement, any information pertaining to the existence or terms of this Agreement including, but not limited to, the identity, price, or volume of the items or services purchased hereunder, the drawings, blueprints, descriptions, or specifications which are part of or related to this Agreement. Seller agrees that Buyer shall be entitled to enforce this section against Seller.
13. TECHNOLOGY RIGHTS: Seller hereby assigns to Buyer all rights, titles, interest, trade secrets, patents, mask works, copyrights, trademarks, and other intellectual property developed by Seller exclusively for Buyer in accordance of this Agreement. Seller shall provide Buyer any assistance required to perfect such rights, including any documents reasonably requested by Buyer.
14. LICENSE FOR ALL PURPOSES: In addition to any other licenses, express or implied, in favor of Buyer, Seller's delivery of items or services under this Agreement confers upon Buyer a license under any intellectual property rights of Seller to use the items or services for the purposes intended in this Agreement, including combining such items with any other product or service available to Buyer (including products or services purchased from Seller).
15. COMPLIANCE WITH LAWS: Seller warrants that in performance of this Agreement that it has complied with, or will comply with, all applicable federal, state, and local laws and ordinances including, but not limited to, the Occupational Safety and Health Act, the Fair Labor Standards Act, as amended, and Executive Order 11246, as amended. In addition, Seller shall secure and maintain adequate workers' compensation coverage. Upon request, Seller shall certify compliance with any laws or regulations deemed applicable by Buyer.
16. GOVERNMENT CONTRACTS: Seller warrants that in the performance of this Agreement that it has complied with, or will comply with, all Federal Acquisition Regulations or their counterparts for other governmental agencies which are applicable to the items or services purchased hereunder. Seller warrants that it shall, as a minimum, comply with each of the following clauses at all times during its performance of this Order:
(a) the Federal Acquisition Regulation ("FAR") clause 52.222-26, "Equal Opportunity" (E.O. 11246);
(b) FAR clause 52.222-35, "Affirmative Action for Special Disabled and Vietnam Era Veterans
(38 U.S.C. 4212(a));
(c) FAR clause 52.222-36, "Affirmative Action for Handicapped Workers" (29 U.S.C. 793);
(d) FAR clause 52.219-8, "Utilization of Small, Small Disadvantaged, and Women-Owned Small Business Concerns;"
(e) FAR clause 52.219-9, "Small, Small Disadvantaged, and Women-Owned Small Business
Upon request, Seller shall certify compliance with any of such laws or regulations as deemed applicable by Buyer.
17. RELATIONSHIP TO OTHER AGREEMENTS: Notwithstanding anything else contained herein, the terms hereof are subject to a written agreement between Buyer and Seller, which is signed by each of them, and expressly provides that the terms of any particular invoice, acknowledgment, Agreement, or transaction shall be subject to the terms of such Agreement. Buyer and Seller both understand that Buyer and Seller may have multiple Agreements and that one Agreement is not related to the other.
18. RELATIONSHIP BETWEEN PARTIES: The transaction entered here between the Buyer and Seller ("Party" or "Parties") pursuant to this Agreement does not create any partnership, joint venture, or agency between the Buyer and Seller, their associates, agents, or other affiliations, and nothing in this Agreement shall be construed as creating any such relationship.
19. CONSENT TO JURISDICTION: Each Party agrees that any dispute between the Parties arising out of this Agreement or in any manner relating to the subject matter of this Agreement will be subject to arbitration in to the laws and regulations of Las Vegas, Nevada, and will be held in Las Vegas, Nevada. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.
20. APPLICABLE LAW: This Agreement is governed by the laws of the State of Nevada without regard to its conflict of laws provisions.
21. NOTICES: All notices shall be in writing and delivered either by hand, facsimile, or certified mail with return receipt requested at the addresses set forth herein. Notice shall be deemed to have been given upon receipt if delivered by hand; upon receipt if given by facsimile but only if such receipt is confirmed by written confirmation produced by the transmitting machine; and upon expiration of seven (7) days after mailing, if given by certified mail.
22. REMEDIES: Rights and remedies provided to Buyer herein shall be in addition to, and not exclusive of, any other rights or remedies that Buyer may have at law or equity. Failure by either Party to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are severable. If any clause herein shall be held unenforceable by any court of competent jurisdiction, such clause shall be deemed reduced in scope to the maximum extent enforceable, and all other clauses herein shall remain binding to the Parties.
23. TITLES: The section titles herein are used for reference purposes only and shall not be referred to or relied upon in interpreting the meaning of the language contained in such section.
24. AUDIT COMPLIANCE: In the event of an Audit of Buyer or Seller, Seller agrees to comply with all applicable local, state, and federal laws as deemed necessary during the procedure process.
25. ACCEPTABLE FORMS OF SIGNATURES: Buyer and Seller both agree that acceptable signatures by both parties include original signatures, faxcilime signatures, or typed signatures included in an email accepted as the Contact Email that the Buyer provided to Seller and that the Seller provided to Buyer. Such signatures of agreeance of this Agreement may be attached hereto.
For more information, or if you have questions or concerns regarding Mercí Web Design's Terms & Conditions, please contact us by clicking here or you may send correspondence to the following address:
Mercí Web Design
2225 E Centennial Pkwy
Ste 101 PMB 113
North Las Vegas, NV 89081
Updated June 11, 2010