KP3 Terms and Conditions
TERMS & CONDITIONS
The agreement contained in this contract constitutes the sole agreement between the Client and KP3 (the “Site”, “we”, “us”, “Agency”, “Vendor “or “our”) regarding all items included in this agreement.
Revisions or alterations to the project may obligate the client to additional fees. These may include copier or layout changes made after initial client approvals. Extension alterations, such as a change in marketing objectives or project goals shall be considered new work and will require that this agreement be amended with a change order to reflect the revised project.
All fees minus any applicable down payment(s) made will be invoiced upon completion of project to the client and will be due upon receipt.
ACCEPTANCE
Acceptance of the contract provided to you is the same as the following terms and conditions. Fixed Fee components of estimates are firm for 30 days from the proposal date. Estimates not accepted within that time may be subject to adjustment.
FEE SCHEDULE
– 50% DEPOSIT due upon acceptance of the proposal before work commences
– 50% plus any incurred additional hourly fees no later than 30 days from when the completed design was delivered to the Client. The Agency will launch any projects when requested, providing that there is no balance due.
PAYMENT
The Client agrees to settle accounts within 7 (seven) days of receipt of the invoice. Accounts outstanding for a period in excess of 14 days may be subject to an additional administration charge of 25% of the balance due. The Agency will be under no obligation to proceed to an ensuing stage of assets until all outstanding invoices have been met in full. In the case of web design and/or development, the Agency reserves the right to withhold the live implementation of the live site until outstanding payments have been settled.
DEPOSIT
A 50% deposit of the total fee payable disclosed by the Agency is due before work will commence. At the discretion of the Agency, the remaining amount will be due in accordance with the website stages outlined in your proposal. The Agency reserves the right not to commence any work, or further project development until the deposit has been paid in full, or fees payable for previous work have been paid in full.
DISBURSEMENTS & OUT OF POCKET EXPENSES
Fees for the Agency’s professional services do not include outside purchases such as, but are not limited to, web hosting and domain services, themes and add-ons, widgets and plugins, printing, photography, stock imagery, color printouts, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice. These items will not be accrued without your prior knowledge. Known anticipated disbursements will be itemized in the proposal.
MODIFICATIONS & ADDITIONAL SERVICES
Any modification or alteration that increases the time to complete a project (beyond the proposed and stated deliverables) may result in supplementary charges. The Agency will do its best to promptly notify the Client when moving into additional design time at the Agency’s quoted hourly rate OR at the fixed fee attributed to that service. If your proposal or estimate contains items marked Additional, Recommended or Optional, you will be charged for these in addition to the total of base deliverables stated.
CANCELLATION
Should the client choose to cancel this project after the project completion, the client will remain responsible for full payment of the completed project total.
CONFIDENTIALLY
The Agency may ask you for passwords and details in order to fulfill the requirements of your project. The Agency undertakes not to misuse any confidential information that may be made available to us. The Client agrees not to disclose the fees charged by the Agency or any confidential information we provide to you. The Client is responsible for keeping confidential, any passwords and usernames issued to them by the Agency.
EXCLUSIVITY
The Agency does not work on an exclusive basis unless this has been specifically negotiated.
LIABILITY
To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances, and representations (which are not included in these terms and conditions) in relation to the provision of the services or any other goods or services delivered by the Agency are expressly excluded, and our entire liability, and the Client’s sole remedy, is limited (at our discretion) to: (a) with respect to the supply of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; (b) with respect to the supply of services: the re-supply of the services; or the payment of the cost of having the services re-supplied. The Client agrees that in no event will the liability of the Agency exceed the fees actually paid by the Client to the Agency. Further, the Agency will not be liable in any way for any consequential damage, which may be caused as a result of any alleged negligence or breach by us of these terms and conditions.
FINAL DELIVERABLES
Upon final website payment, the Agency agrees to provide all files and information relating to the project in a manner that allows, in a reasonable time, if applicable.
NATURE OF COPY
The Client agrees to exercise due diligence in its direction to us regarding the preparation of materials and must be able to substantiate all claims and representations, and shall only provide us with true, accurate, and correct information and details. You are responsible for all trademark, service mark, copyright, and patent infringement clearances. The Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials the Agency prepares. The Client promises not to provide or request the Agency to include in a project, any material that infringes the law or any third-party rights. The Agency will not be held liable for any legal infringements as a result of artwork being distributed or published under the Client’s direction. The Client indemnifies the Agency from all third-party claims made against us in connection with materials included in the project (or otherwise connected with the project) at the Client’s request.
WEBSITE DESIGN & DEVELOPMENT
The Agency utilizes third-party services and open-source technology for web design and the development of websites. Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors at the time of delivery, the Agency cannot accept responsibility for any losses incurred due to malfunction of the website or any part of it, including where such malfunction is caused by changes to third party software (such as updates, upgrades and bug-fixes made by third parties to their software or coding). The Agency cannot be held responsible for problems or additional costs arising due to any errors made by third parties (or the Client), or failure to maintain a current backup of the Client’s own website.
HOSTING, DOMAIN REGISTRATION & OTHER THIRD-PARTY SERVICES
The Agency does not offer hosting or domain name registration. If the Client asks for a recommendation, the Agency will offer you the names of businesses that provide such services. While all reasonable care will be taken when recommending hosts and services suppliers, the Agency will not accept responsibility for any product failure or consequent production losses. This includes, but is not limited to, the Client’s website not being online, service interruptions, limitations of these services, security breaches & loss of date. The Client is encouraged to research their hosting solution to ensure the service will suit their individual/business needs.
PORTFOLIO USE
The Agency retains the right to display graphics and other project elements as examples of their work in their portfolio and as content features in other projects.
RIGHTS OF ACCESS FOR WEBSITE DEVELOPMENT
The Client agrees to allow the Agency all necessary access to computer systems and other locations, as required, in order to complete a website, including the necessary read/write permissions, usernames, and passwords.
WEBSITE CONTENT APPROVAL
The Agency encourages the Client to review their content and functionality before putting it live. The Agency is not liable for errors or omissions once the Client has approved the site to go live.
WEBSITE SUPPORT PERIOD
The Client will receive email support for 14 days after your site is deployed (put live). The Agency encourages the Client to use this time to carefully, and, in the case of a Word Press site, load the information and process several test entries to become familiar with the new design’s functionality. After 14 days, there will be a charge for support depending on the frequency and complexity of the Client’s questions/edits. The support period is limited to the troubleshooting and fixing of items/content/functionality as specified in the initial project scope. Support or additional training requirements will be considered new work and invoiced at the applicable rate.
SEARCH ENGINES
The Agency does not guarantee any specific position in search engine results for your website. The Agency can perform basic search engine optimization (SEO) according to current best practices using third-party supplied tools.
CROSS BROWSER COMPATIBILITY
Websites created by the Agency will be viewable in the latest versions of Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, and Safari at the time of deployment. If the Client opts out of the ‘Cross Browser Testing’, the Agency cannot guarantee error-free viewing in any specific browser. Compatibility is defined herein as all critical elements of each page being viewable in these browsers. The Client is aware that some Internet technologies may require a more recent browser version, operating system, and brand or plug-in. The Agency is not responsible for browser compatibility errors after 14 days from deployment. Unless clearly requested as part of the project scope, compatibility on phones, tablets, and other mobile devices is not guaranteed.
MAXIMUM DAMAGES
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by the Agency.
ARBITRATION
Client agrees that, in the event of a dispute, if any, and if such dispute is not resolved by negotiation, either a] party may submit such dispute to BINDING arbitration, and that both parties are then committed to such binding arbitration, in accordance with the then current rules of the American Arbitration Association [AAA] of VA using the laws of Virginia and b] that the arbitrator so selected shall be a non-attorney subject matter expert and c] that such finding and/or decision of such arbitrator may be entered into any court of competent jurisdiction for enforcement. d] Provider understands that arbitration is instead of litigation, and these dispute resolution terms may only be modified in writing and signed by both parties.”
IMPOSSIBILITY FORCE MAJEURE
Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:
- A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
- War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
- Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
If that happens to the vendor, liability will be limited to refund of deposits. If that happens to the client, payment will be determined based on the percentage of the work done.
MERGER
This Agreement constitutes the final, exclusive agreement between the parties relating to the and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
AMENDMENT
The parties may amend this Agreement only by the parties’ written consent via proper Notice. Unexpected revisions or alterations to the project may result in additional fees such as: additional client products or services, creation of additional pages, copy, or layout changes requested after initial approval.
These clauses are automatically in effect, and understanding of them is indicated once the Client gives the Agency a Retainer/Deposit.
WEBSITE OVERVIEW
This website is operated by KP3. Throughout the site, the terms “we”, “us” and “our” refer to KP3. KP3 offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
REFUNDS
Products or Services sold and performed by KP3 are not subject to a return or exchange.
PRODUCTS OR SERVICES
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are not subject to return or exchange.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, please see kpthree.com/privacy-policy
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and Services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall KP3, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless KP3 and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.
CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at [email protected].