Terms & Conditions
Terms & Conditions
- “Starry Eyes” or "Starry Eyes Media" shall mean Starry Eyes Media, LLC, and assigns or any person acting on behalf of and with the authority of Starry Eyes Media, LLC.
- “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorization, or other forms as provided by Starry Eyes to the Client.
- “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
- “Goods” shall mean Goods supplied by Starry Eyes to the Client (and where the context so permits shall also include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorization, or any other forms as provided by Starry Eyes to the Client.
- “Services” shall mean all Services supplied and Services rendered by Starry Eyes to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
- “Project” shall mean the collective of all Services being rendered by Starry Eyes to the Client.
- “Price” shall mean the price payable for the services or goods as agreed between Starry Eyes and the Client in accordance with Clause 3 of this contract.
Any instructions received by Starry Eyes from the Client for the supply of services or goods and/or the Client’s acceptance of services or goods supplied by Starry Eyes shall constitute acceptance of the terms and conditions contained herein.
Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Starry Eyes.
The Client shall give Starry Eyes not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, contact details, or business practice).
Price And Payment
- At Starry Eyes sole discretion the Price shall be either:
- As indicated on invoices provided by Starry Eyes to the Client in respect of services or goods supplied; or
- Starry Eyes’ quoted Price (subject to clause 3.2) which shall be binding for thirty (30) days.
- Starry Eyes reserves the right to change the Price in the event of a variation to Starry Eyes’s quotation.
- At Starry Eyes’s sole discretion a 50% non-refundable deposit may be required.
- At Starry Eyes’s sole discretion:
- Payment shall be due prior to delivery of the services or goods; or
- Payment for approved Clients shall be made by installments in accordance with Starry Eyes's payment schedule.
- Time for payment for the services or goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (14) days following the date of the invoice.
- Payment will be made by check, cash, ACH, credit card, or PayPal, or by any other method as agreed to between the Client and Starry Eyes.
- The Client shall pay the amount of any sales, use, excise, or similar taxes applicable to the performance of the Services if any or, in lieu of such payment, the Client shall provide Starry Eyes with a certificate acceptable to the taxing authorities exempting the Client from payment of such taxes.
- RUSH JOBS: Due to demand for our services, Starry Eyes’s studio time is occasionally booked out for days and weeks in advance. However, during such periods, if a Client should have a new project that requires a quick turnaround to meet a crucial and imminent deadline, Starry Eyes has the capacity to prioritize new jobs. In such cases, additional fees may be applicable depending on available staff resources:
- For urgent jobs requiring completion within 6-8 hours, an additional loading of 75% of the total job estimate costs may be applied.
- For jobs requiring same-day completion (within 24 hours) an additional loading of 50% of the total job estimate costs may be applied.
- For jobs requiring completion within 48 hours, an additional loading of 25% of the total job estimate costs may be applied.
- Excess work, as defined as any work involving additions to the list of items defined in the Estimate of services or changes to all pieces of finished artwork or writing after sign-off by an authorized representative of the Client. From time to time the Client will require extra design, writing, editing, or proofreading services during a project or extra files upon completion of a project. the Client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If the Client wishes these alterations to be made they must agree in writing, and a fee of $100 (plus GST if applicable) per hour will be payable. Should additional design not initially quoted be requested during the project’s development stages, a progress payment will be payable prior to further work being carried out. Otherwise, all additional costs will be added to the final invoice, payable within 14 days of the final invoice date.
- Subscription Services, including but not limited to website hosting and brand management services, can be billed in separate monthly invoices or in yearly invoices, and at Starry Eyes’ sole discretion or upon request of the Client, can be added to project invoices which include other services, such as website development and branding. Subscription services charged monthly require automatic billing to either a credit card or through ACH bank payments.
Delivery Of Services & Goods
- At Starry Eyes’s sole discretion, delivery of the services or goods shall take place when:
- The Client takes possession of the services or goods at Starry Eyes’s address, or
- The Client takes possession of the services or goods at the Client’s nominated address (in the event that the services or goods are delivered by Starry Eyes’s nominated carrier).
- The Client provides full and complete payment.
- At Starry Eyes’s sole discretion the costs of delivery are:
- In addition to the Price; or
- For the Client’s account.
- The Client shall make all arrangements necessary to take delivery of the services or goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the services or goods as arranged, then Starry Eyes shall be entitled to charge a reasonable fee for redelivery.
- Delivery of the services or goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
- The failure of Starry Eyes to deliver shall not entitle either party to treat this contract as repudiated.
- Starry Eyes shall not be liable for any loss or damages resulting from the failure by Starry Eyes to deliver services or goods (or any of them) promptly or at all to the Client, for reasons including but not limited to war, disruption of Starry Eyes’ utilities or infrastructure as the result of extreme weather events, natural disasters, strikes, lockouts, industrial disputes or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind, pandemics, or acts of terrorism.
Content Of Websites, Applications, And Undertakings
- The Client is solely responsible for the content of the website or application. Starry Eyes is not responsible for proofreading any content unless specifically agreed in writing. Any spelling errors will be the sole responsibility of the Client.
- Starry Eyes makes no representations to the Client on the functionality or content of the website or application.
- The Client is solely responsible for dealings with persons accessing the data or website, and the Client warrants that they will not refer complaints or inquiries to such data to Starry Eyes.
- All information contained on the Starry Eyes website, including www.starryeyesmedia.com, www.starryeyes.media, and their subdomains, is intended for general information purposes only. The information is provided by Starry Eyes. We try to keep the information up-to-date and ensure that it is correct, however, we make no warranties of any kind concerning the accuracy, completeness, suitability, reliability, or availability of the information contained in our websites, or any products, services, links, or graphics that may be found on our website. Use this information at your own risk. Starry Eyes will not be held liable for any loss or damage, or loss of data from your use of this website, or in connection with this website. This includes indirect or consequential loss or damage.
- Starry Eyes has no control over websites that are linked to its personal websites or its clients’ websites. Linked third-party websites are under the control of their owners, and Starry Eyes will not be held liable for your use or your visitors’ use of those websites. By linking to these sites, we are not endorsing or recommending any information or views expressed in the content on those sites.
- Starry Eyes agrees to provide the Client with website hosting services, consisting of website server space, internet access, domain name registration, secure socket layers (SSL), and such additional services as may be provided by Starry Eyes from time to time. Starry Eyes reserves the right to change or modify the features of the Client's subscription plan from time to time on 15 days written or e-mailed notice to Client. The Client's continued use of Host's services after receipt of such a notice of modification shall constitute the Client's acceptance of and agreement to be bound by the Host's modification of the terms and conditions of this Agreement.
- If the Client selects to arrange their own web hosting, final exported site files will be uploaded to the Client’s preferred host company or supplied on a data storage device as per the quoted price. Construction files of the site can be supplied on request and at Starry Eyes’s sole discretion may incur a fee.
- Starry Eyes accepts no responsibility for downtimes, delays, breakdowns, or data loss caused by Internet Service Providers.
- The Client may terminate this Agreement at any time, for any reason, by contacting Host, either by phone or e-mail and requesting that the Client's account be canceled. In the event of a cancellation, Starry Eyes will not refund amounts already billed for the current service period in which the Client terminates the Agreement.
- Starry Eyes may terminate this Agreement at any time, for any reason, by providing written or e-mail notice of termination to the Client's primary website e-mail contact address no less than 30 days prior to the service termination. In such cases, any amounts paid in advance by the Client for future service terms following the current service term will be promptly refunded by Starry Eyes, minus any outstanding balances the Client has incurred for other services rendered by Starry Eyes and its affiliates.
- If either Party terminates this Agreement, providing the Client has satisfied all payments due to Starry Eyes, including but not limited to hosting fees and any project fees for other unrelated services, Starry Eyes will back up all the Client's current Website content, databases, and as an archive file, and send them to the Client either as an attachment to an e-mail or via other file transfer process, or at the expense of the Client, mail them to the Client in the form of a removable storage device.
- The Client is prohibited from violating or attempting to violate the security of the network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of the Client's agreement. Starry Eyes will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Clients who are involved in such violations. These violations include, without limitation:
- Accessing data not intended for the Client or logging into a server or account that the Client is not authorized to access.
- Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.
- Attempting to interfere with service to any Client, Starry Eyes, or network, including, without limitation, via means of overloading, "flooding," "mail bombing," or "crashing."
- Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
- Taking any action in order to obtain services to which the Client is not entitled.
- The Client warrants and represents that the Client shall use Services only for lawful purposes and in accordance with all valid federal, state, and local laws and regulations governing the use of e-mail and the Internet, whether or not specifically prohibited elsewhere in this Agreement. Failure to abide by the terms of this paragraph shall be grounds for immediate termination of the Client's account for cause.
Limitation Of Liability
- Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special, or exemplary damages (even if that party has been advised of the possibility of such damages), arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.
- If Starry Eyes retains ownership of the services or goods nonetheless, all risk for the services or goods passes to the Client on delivery.
Work Product Ownership
- Starry Eyes and the Client agree that ownership and intellectual property of the services or goods shall not pass from Starry Eyes to the Client until:
- The Client has paid Starry Eyes all amounts owed for the particular services or goods; and
- The Client has met all other obligations due by the Client to Starry Eyes in respect of all contracts between Starry Eyes and the Client.
- Receipt by Starry Eyes of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared, or recognized, and until then Starry Eyes’ ownership or rights in respect of the services or goods shall continue.
- It is further agreed that:
- Where practicable, the services or goods shall be kept separate and identifiable until Starry Eyes has received payment and all other obligations of the Client are met; and
- Until such time as ownership of the services or goods shall pass from Starry Eyes to the Client, Starry Eyes may give notice in writing to the Client to return the services or goods or any of them to Starry Eyes. Upon such notice, the rights of the Client to obtain ownership or any other interest in the services or goods shall cease; and
- Starry Eyes shall have the right of stopping the services or goods in transit whether or not delivery has been made; and
- If the Client fails to return the services or goods to Starry Eyes, then Starry Eyes or an agent of Starry Eyes' may enter upon and into land and premises owned, occupied, or used by the Client, or any premises as the invitee of the Client, where the services or goods are situated, and take possession of the services or goods; and
- The Client is only a bailee of the Goods and until such time as Starry Eyes has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the services or goods on trust for Starry Eyes; and
- The Client shall not deal with the money of Starry Eyes in any way which may be adverse to Starry Eyes; and
- The Client shall not charge the services or goods in any way nor grant, nor otherwise give any interest in, the services or goods while they remain the property of Starry Eyes; and
- Starry Eyes can issue proceedings to recover the Price of the services or goods sold notwithstanding that ownership of the services or goods may not have passed to the Client; and
- Until such time that ownership in the services or goods passes to the Client if the services or goods are converted into other products, the parties agree that Starry Eyes will be the owner of the end-products.
- Notwithstanding any other provision of this Agreement, the Services, when related to the development of a website or mobile application, will/may include some programming code that Starry Eyes has previously developed for its own use (the "Designer's Prior Code") or obtained through third-party licensing. Starry Eyes and any relevant third-party expressly retains full ownership of such code, including all associated rights to use such code. However, Starry Eyes and its third-party vendors also grant to the Client and its users a perpetual, non-exclusive license to use the Designer's Prior Code. At the Client’s request, a copy of a listing of the specific computer files that comprise the Designer's Prior Code will be provided to the Client upon completion of the Services. Any programming that includes the Designer's Prior Code shall include such copyright notices regarding the Designer's Prior Code as Starry Eyes may require.
- Due to restrictions from Adobe Inc., Starry Eyes is not able to transfer files for restricted typefaces and fonts. The Client is responsible for obtaining licensing rights through Adobe’s Creative Cloud subscription platform. Alternately, Starry Eyes can create final design file versions that “flatten” or “outline” any restricted fonts, in which the words will no longer be text editable.
Reproduction Of Work
- Upon successful completion of all compensation terms and outstanding balances owed to Starry Eyes, the Client is granted full and unlimited reproduction rights to the finalized work completed by Starry Eyes.
- Starry Eyes retains the right to reproduce the Project in any form for marketing, future publications, competitions, or other promotional uses. Starry Eyes shall at no time reproduce the Project for use in commercial means or for-profit use.
- The Client may not reproduce or otherwise use design mock-ups, drafts, sketches, etc. are not included in the final version of the Project as created by Starry Eyes. Such artwork belongs solely to Starry Eyes who may use it at its own discretion.
- Starry Eyes shall include the following notice to be displayed on each page of the Project as outlined in the Services: "Fused With Passion In Appalachia - Design & Development By Starry Eyes," followed by the Clients preferred copyright description.
- Starry Eyes is granted full and unlimited reproduction rights to the use of the Client’s names, trademarks, service marks, symbols, and any abbreviations for promotional purposes including but not limited to “project features” that use services provided by Starry Eyes to the Client as an example of Starry Eyes’ services.
- The Client hereby disclaims any right to rescind, or cancel any contract with Starry Eyes or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Starry Eyes, and the Client acknowledges that the services or goods are bought relying solely upon the Client’s skill and judgment.
- Graphic design, copywriting, strategy, photography, illustration, and marketing are all highly creative and subjective art forms. As such Starry Eyes take every possible care with professional advice offered, and any suggested creative concepts and/or their implementation. However, Starry Eyes cannot be held responsible for variations between expectation and outcome.
- The Client shall inspect the services or goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Starry Eyes of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Starry Eyes an opportunity to inspect the services or goods within a reasonable time following delivery if the Client believes the services or goods are defective in any way. If the Client fails to comply with these provisions, the services or goods shall be presumed to be free from any defect or damage. For defective services or goods, which Starry Eyes has agreed in writing that the Client is entitled to reject, Starry Eyes’s liability is limited to either (at Starry Eyes’s discretion) replacing the services or goods or repairing the Goods.
- Services or goods will not be accepted for return other than in accordance with 10.2 above.
- Starry Eyes warrants that if any defect in any workmanship of the website or application provided by Starry Eyes becomes apparent and is reported to Starry Eyes within one (1) months of the date of delivery (time being of the essence), then Starry Eyes will either (at Starry Eyes’s sole discretion) replace or remedy the workmanship.
- The conditions applicable to the warranty given by clause are:
- Failure on the part of the Client to properly maintain any services or goods; or
- Failure on the part of the Client to follow any instructions or guidelines provided by Starry Eyes; or
- Any use of any Goods otherwise than for any application specified on a quote or order form; or
- The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
- Fair wear and tear, any accident, or act of God; or
- Failure, errors, or any other problems arising from third-party software, including but not limited to core WordPress files and functions or WordPress plugins.
- the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
- The warranty shall cease and Starry Eyes shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered, or overhauled without Starry Eyes’s consent.
- In respect of all claims, Starry Eyes shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
- Starry Eyes, its officers, agents, or anyone else involved in providing services shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use services; or for any damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communication failure, theft, destruction, or unauthorized access to Starry Eyes' records, programs, or services.
Approval Of Final Works
- While all care is taken to avoid errors, Starry Eyes accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. It is the Client’s responsibility to proofread and approve all final written copy and to approve all final artwork prior to production or publication. The email verification of the Client’s representative shall be conclusive as to the approval of all artwork and written materials prior to their release for printing, implementation, or installation. No refunds or reprints are given after a final approved design or written work has gone to print due to oversights by the Client’s proofreading.
Print Returns And Refunds
- It is agreed that Starry Eyes is not responsible or held liable for any errors contained in the final product after the final product has been approved by the Client, (approval may be given in writing, including email), committed to print or posted in view of the public. Starry Eyes will not be held responsible for any changes or amendments made after approval. It is the sole responsibility of the Client to notify Starry Eyes of any such errors during the revision stage and before the final files have been generated.
- In regards to printed goods, there may be some color variations from what you have seen on screen to what the final printed product looks like, as well as when compared to previous orders. These variations can be caused by the nature of CMYK printing, bulk-run printing systems, screen/monitor quality, or device configuration settings. While all care is taken to provide the most accurate representation possible with how the colors will appear on any printed item, there will be no reprints at the expense of Starry Eyes.
Intellectual Property & Attribution
- Where photos are purchased by Starry Eyes from a third party (such as “stock photography”) for the use for either print or web, it is the responsibility of the Client to alert Starry Eyes Media when the license expires or its permitted use is exceeded, and the Client is responsible for renewing this license and all fees associated with this renewal whether past or future. Starry Eyes takes no responsibility for the renewal of these images once they have expired.
- The Client warrants that all designs or instructions to Starry Eyes will not cause Starry Eyes to infringe any patent, registered design, or trademark in the execution of the Client’s order and the Client agrees to indemnify Starry Eyes against any action taken by a third-party against Starry Eyes in respect of any such infringement.
- If the Client defaults in payment of any invoice when due, the Client shall indemnify Starry Eyes from and against all costs and disbursements incurred by Starry Eyes in pursuing the debt, including all legal costs and the associated costs of engaging a collection agency.
- Without prejudice to any other remedies, Starry Eyes may have, if at any time the Client is in breach of any obligation (including those relating to payment), Starry Eyes may suspend or terminate the supply of services or goods, including but not limited to website hosting and brand management services, to the Client, and any of its other obligations under the terms and conditions. Starry Eyes will not be liable to the Client for any loss or damage the Client suffers because Starry Eyes has exercised its rights under this clause.
- Without prejudice to Starry Eyes’s other remedies at law, Starry Eyes shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Starry Eyes shall, whether or not due for payment, become immediately payable in the event that:
- Any money payable to Starry Eyes becomes overdue, or in Starry Eyes’s opinion the Client will be unable to meet its payments as they fall due; or
- The Client becomes insolvent, convenes a meeting with its creditors, or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- A receiver, manager, liquidator (provisional or otherwise), or similar person is appointed in respect of the Client or any asset of the Client.
- Starry Eyes retains the right to add a link on any website it designs and builds with its wording at Starry Eyes’ discretion with the link back to the Starry Eyes home page.
Suspension Of Services
- Starry Eyes reserves the right to suspend services or goods in any case where the Client fails to perform their obligations under this and any associated agreements, including but not limited to the suspension of the Client’s websites.
- Starry Eyes may discontinue services or goods if an amount payable to Starry Eyes is overdue or take down a website or application permanently in any case where an amount payable is overdue by more than 30 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties. Furthermore, Starry Eyes will not refund (in part or in whole) any deposits received for the commencement of work, under any circumstances unless agreed firstly in writing by Starry Eyes. Starry Eyes reserves the right to keep all funds from the deposit if work on a job has commenced and is terminated by either party. Starry Eyes shall not be liable for any loss or damage whatever arising from such cancellation.
- In the event that the Client cancels delivery of Goods, the Client shall be liable for any loss incurred by Starry Eyes (including, but not limited to, any loss of profits) up to the time of cancellation.
- The Client and the Guarantors agree for Starry Eyes to obtain from a credit-reporting agency a credit report containing personal credit information about the Client and Guarantors in relation to credit provided by Starry Eyes.
- The Client and the Guarantors agree that Starry Eyes may exchange information about the Client and the Guarantors with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
- To assess an application by the Client; and/or
- To notify other credit providers of a default by the Client; and/or
- To exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
- To assess the creditworthiness of the Client and Guarantors.
- The Client consents to Starry Eyes being given a consumer credit report to collect overdue payment on commercial credit.
- The Client agrees that personal credit information provided may be used and retained by Starry Eyes for the following purposes and for other purposes as shall be agreed between the Client and Starry Eyes or required by law from time to time:
- Provision of services or goods; and/or
- Marketing of services or goods by Starry Eyes, its agents or distributors in relation to the services or goods; and/or
- Analyzing, verifying, and/or checking the Client’s credit, payment and/or status in relation to the provision of services or goods; and/or
- Processing of any payment instructions, direct debit facilities, and/or credit facilities requested by Client; and/or
- Enabling the daily operation of the Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the services or goods.
- Starry Eyes Media may give information about the Client to a credit reporting agency for the following purposes:
- To obtain a consumer credit report about the Client; and/or
- Allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
- If any provision of these terms and conditions shall be invalid, void, illegal, or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
- These terms and conditions and any contract to which they apply shall be construed in accordance with the laws of the State of West Virginia.
- Starry Eyes shall be under no liability to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Starry Eyes of these terms and conditions.
- The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by Starry Eyes.
- Starry Eyes may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
- Starry Eyes reserves the right to review these terms and conditions at any time. If following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Starry Eyes notifies the Client of such change.
- Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm, or other events beyond the reasonable control of either party.
- The failure by Starry Eyes to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Starry Eyes’s right to subsequently enforce that provision.
- All prices quoted are valid for 60 days from the date of the written quotation.
- If the Client has made no contact with Starry Eyes’ office for a period of more than 1 month after any work has commenced on the project, Starry Eyes reserves the right to re-quote the entire project.
- If any project exceeds a period of more than 3 months, Starry Eyes reserves the right to terminate the project at its own discretion, without any refunds being paid to the Client.
- The Client acknowledges that Starry Eyes makes no warranty that a search engine optimization will lead to or improve any increase in sales, profits, or any other form of improvement for the Client’s business or any other purpose.
- To the fullest extent permissible by law, Starry Eyes shall not be liable to the Client for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Starry Eyes or otherwise. Where liability cannot be legally excluded, the liability of Starry Eyes shall be limited to the cost of supplying the service again.
- The Client agrees to indemnify Starry Eyes for any third-party claim for damages arising out of or in any way connected with the supply of services to the Client, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Starry Eyes or otherwise
- The Client expressly agrees to indemnify and hold harmless Starry Eyes, its subsidiaries, affiliates, officers, agents, and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of Starry Eyes search engine optimization services.
- Starry Eyes does not refund any money received from clients for any past SEO work that they have been asked to carry out. All monies received by Starry Eyes for any SEO work will not be refunded at any stage even if the Client cancels the SEO service.
Client Responsibilities & Obligations
- You must follow all instructions provided by Starry Eyes and provide Starry Eyes, in a timely manner, all information and materials requested by Starry Eyes.
- Starry Eyes will request feedback and changes at certain stages of undertaking the process of designing and developing your project. These changes and amends must be sent to Starry Eyes in a timely manner. Sending excessive or multiple emails may cause important details to be missed and may result in you incurring additional charges.
- As soon as your website, application, or printed materials are uploaded, made live online, handed over to you, any further work or changes will result in you incurring additional costs unless otherwise specified.
- Starry Eyes will provide you with an estimated timeframe for your project’s completion.
- This time frame is an estimation only.
- The Client agrees to follow the instructions provided by Starry Eyes and supply the required information, including but not limited to discovery questions and feedback requests, to Starry Eyes in order to facilitate delivery times and correct specifications.
- Delays in providing the required information to Starry Eyes may result in delays in product delivery.
- Starry Eyes will make all reasonable efforts to provide the product by the estimated date but does not accept liability for any costs incurred, loss, or damage (including consequential loss or damage) compensation, or loss of earnings due to any failure to meet agreed deadlines.
- If you require Starry Eyes to make changes to your website or application after it is handed over to you, you will be required to pay for this work at an agreed quoted fee or our hourly rate. All work must be paid for upfront.
Content & Design Restrictions
- Starry Eyes include a "fair" and "reasonable" set number of rounds of changes (three rounds or three hours of revision time, whichever comes first) during its Design & Build phase of project production. Any extra changes required by you may incur additional costs and such extra changes can be purchased during the sales process.
- Changes must be submitted in one email, with each email of changes (within the scope of the project) being considered one round of changes.
- Please ensure that you limit your changes to comply with the agreed specifications. Failure to do this may result in you incurring additional costs.
Suspension Of Services
- Starry Eyes reserves the right to suspend/cancel any or all services or goods provided to you, if:
- You have any outstanding invoices or accounts;
- Your account is in dispute or the subject of a dispute resolution procedure, court order, judgment, finding, or determination;
- You fail to comply with any provision of these terms and conditions or any other policy, directive or requirement notified to you by Starry Eyes.
- If you have not paid for the hosting of your website( which Starry Eyes has paid for on your behalf) Starry Eyes reserves the right to terminate your hosting. Hosting will only resume once invoices have been paid. If the Client’s website has been terminated due to cancellation of hosting, Starry Eyes Media can reinstall the website at a cost of $360, providing the Client has a backup of the website, if available.
- Once we have commenced work on your project, no refund is available on the deposit paid for your project. Work may include, but is not limited to; contact between yourself and an Account Manager and/or designer from Starry Eyes, the commencement of designs/wireframes/prototypes by Starry Eyes Media for your project, the commencement of design concepts by Starry Eyes Media for your project and other work undertaken by Starry Eyes in relation to your project.
- Starry Eyes will make every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the latest releases of major browsers, including Google Chrome, Safari, and Mozilla Firefox. The Client understands that Starry Eyes cannot guarantee correct functionality with all browser software across different operating systems. If you require the website to comply with other browsers, this may or may not be possible.
- Starry Eyes Media is an independent contractor with respect to its relationship with the Client. Neither Starry Eyes nor Starry Eyes’ employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to Starry Eyes, Starry Eyes’ employees, or any governing body for any payroll taxes related to the performance of the Services. Upon request, Starry Eyes will provide evidence of appropriate insurance coverage for Workers Compensation and general liability insurance.
Complete Contract / Amendment
- This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.