Terms of Service
Last Updated: 7/6/2022
By purchasing product design and engineering services from Quarry, you confirm that you (The Client) agree to adhere by these terms and conditions. These terms are legally binding and represent an Agreement between you (The Client) and Quarry Design Group, LLC (The Provider “Quarry”)
- Quarry designs, develops, maintains, markets, and supports web-based digital products. (Websites, web-apps, web-based software, native apps, APIs, middleware, etc)
- Quarry provides online and telephone support to Clients.
- The Client retains all rights to, title, and interest in a digital product containing intellectual property owned by the Client including, but not limited to, text content, images, creative, video and/or audio.
- The Client retains rights to, title, and interest in the codebase for any and all digital products produced by Quarry for the Client. This includes all run, study, share, and modification purposes.
- Quarry also retains rights to, title, and interest in the codebase for any and all digital products produced by Quarry for the Client. This includes all run, study, share, and modification purposes.
- Quarry will never share, distribute, or commercially repurpose code written for the Client’s product without express permission and notification.
- Quarry often utilizes Open-Source libraries, packages, and platforms in the development of products for its Clients. These Open-Source libraries are neither the property of Quarry nor the Client and are subject to their own specific licenses.
- Quarry will not purchase or acquire premium (paid, commercial) assets of any kind on behalf of the Client. When needed, these assets must be purchased by the Client and supplied to Quarry. These include but are not limited to, hosting and cloud services, software, premium libraries or packages, stock images or creative, and more.
- The Client is always responsible for hosting and cloud services for their web product. At no point will Quarry provide hosting for a Client’s product, whether production, development, or staging environment. Quarry will never charge or bill the Client for hosting services.
- Quarry can and will communicate with the Client’s hosting or cloud services support on the Client’s behalf with the Client’s permission when a situation arises which merits it.
- Quarry shall supply to the Client all services necessary to effectively provide to the Client online support for for a fee for the ongoing administration and maintenance of the Client’s website in circumstances where the Client requests such support.
- This Agreement may change from time to time. In the event that this Agreement changes, Quarry shall advise the Client in writing at least 60 days before the changes shall take effect. If the Client asserts that any changes to this Agreement show unfair bias against the interests of the Client in favour of Quarry, the Client agrees to dispute the application of the changes in writing prior to the changes taking effect. In the event of a dispute the Client will either be provided with a written exemption from the specific changes within this Agreement that the Client asserts to be unfair, or if this is not possible the Client may at its option terminate this Agreement by giving 30 days notice to Quarry whereupon Quarry shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement.
- The Client warrants to Quarry that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website. In the event that the Client, in allowing Quarry to service its website breaches any law of but not limited to any State or Territory of the United States, Quarry may terminate this Agreement without prejudice to the rights of Quarry to seek one or all of compensatory damages indemnities relating to liability incurred as a result of the Client’s aforementioned breaches.
- Quarry has an acceptable use policy which is included in this Agreement, and the Client upon executing this Agreement is deemed to have read and understood the acceptable use policy of Quarry and agreed to be bound by it.
- The acceptable use policy of Quarry may change from time to time. In the event this policy changes Quarry shall advise the Client in writing within 7 days of the change of the acceptable use policy. In the event Quarry are required to advise the Client of such a change of the acceptable use policy the Client may at its option terminate this Agreement by giving 30 days’ notice to Quarry whereupon Quarry shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement.
- Notwithstanding anything contained in the acceptable use policy of Quarry as set out in this Agreement the Client warrants to Quarry that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website. In the event that the Client, in provisioning Quarry to service its website breaches any law of but not limited to any State or Territory of the United States, Quarry may terminate this Agreement without prejudice to the rights of Quarry to seek one or all of compensatory damages indemnities relating to liability incurred as a result of the Client’s aforementioned breaches.
- Quarry may terminate the Agreement without notice to the Client in the event Quarry becomes aware of any of the following:
- content on the Client’s website (including content generated by users of the Client’s website) that does not comply with the acceptable use policy of Quarry as set out below;
- notwithstanding the terms of acceptable use policy of Quarry any matters that is either offensive and/or obscene, seditious, blasphemous, defamatory or inappropriate in the opinion of Quarry;
- repudiatory conduct as defined under the acceptable use Agreement.
- In this Agreement Quarry shall provide services to the Client for fees as agreed upon between the Client and Quarry prior to the acceptance of this Agreement. Late fees will be incurred on invoices not paid in a timely manner, and rush fees may be applied (with pre-consent from the client) when urgent work requests are satisfied.
- Quarry shall provide an ongoing support allocation inclusive in its regular ongoing costs with limits as defined under the acceptable use Agreement. Any support incidents raised beyond the terms of the acceptable use Agreement will be charged at a rate of $100 per hour. Quarry will waive charges for support at its discretion. The Client will not be charged for any support incidents determined by Quarry to be attributable to an error on the part of Quarry.
- Quarry takes all possible measures to ensure the security and safety of its Client’s web products. This includes, but is not limited to, following up to date industry security best practices and standards. However, due to the nature of web products and web software, complete and total prevention of cyber attacks is not possible.
- The Client acknowledges that Quarry is not a cyber security firm and cannot provide any warranties, guaranties, or other assurances against the possibility of a successful hack or other cyber attack.
- Quarry can and will provide all possible support in the event of a hack, attack, or security threat. If Quarry determines that the situation is beyond the scope of support that Quarry can provide at its own discretion, Quarry shall notify the Client and provide all possible recommendations to the Client, including, but not limited to, referral to a cyber security firm.
- The Client agrees and acknowledges that Quarry will not be liable for any loss or damage arising from a hack or cyber security incident.
- The Client acknowledges that ensuring that frameworks, languages, servers and hardware, cloud services, libraries, packages, other vendor software, and more are critical in ensuring the security of digital products and preventing cyber security incidents. Updates for the aforementioned items should be performed on a regular basis and will be billed according to the service fees agreed upon between the Client and Quarry prior to the execution of this Agreement.
METHOD OF PAYMENT
The Client warrants to Quarry and agrees to:
- Make payments for all billed invoices for services with 5 business days
- Unpaid invoices which exceed 30 days past due will be subject to a 1.9% late fee. This late shall be assessed for every 30 days that the invoice is passed due. Late fees shall compound with each new assessment.
- That in the event the Client defaults in any payment of an invoice from Quarry rendered to them Quarry may without notice to the Client suspend or terminate services until such time that the Client has paid to Quarry in full any outstanding amounts due and owing pursuant to any invoice rendered by Quarry to the Client pursuant to this Agreement.
- In the event this Agreement is terminated by the Client, the Client agrees to pay to Quarry an amount to be costed on the basis of all services provided by Quarry that remain unbilled as at the date of termination.
- In the event the Client is a corporation, the directors of the Client agree to be parties to this Agreement and guarantee the performance of the Client and further agree to assume each and every liability and obligation of the Client pursuant to this Agreement in the event of and as and when the directors of the Client are called upon to do so for whatever reason. The obligations of the directors of the Client include but are not limited to the payment of any and all invoices rendered to the Client by Quarry.
- The Client agrees to advise Quarry of any change of contact details. Quarry will not be liable for any consequences of invoices or other notices or documentation being sent to incorrect addresses as a result of a failure of the Client to provide notice of a change of said details.
ACCEPTABLE USE, REPUDIATORY CONDUCT AND DISPUTES
- Quarry does not apply fixed limits to the amount of support we give to our Clients. The Client understands that Quarry must ensure it is able to provide quality service to all its Clients, and that no Clients should be disadvantaged by the behaviour of others. The Client agrees to be bound by Quarry’s Acceptable Use policy outlined in this section.
- The Client agrees not to engage in excessive contact, which includes but is not limited to:
- Repeatedly asking for assistance with matters outside Quarry’s control, responsibility, or remit, after Quarry has advised the Client that this is the case, including but not limited to: basic computer assistance, business advice or other technical assistance not related to Quarry’s services.
- Repeatedly and unreasonably asking for assistance with matters with which Quarry has previously provided training. The Client agrees to endeavour to understand the training they are provided.
- Excessive phone calls or emails to the extent that it has a detrimental impact on our ability to service our other Clients.
- Demands for assistance with non-urgent matters outside of Quarry’s support hours where urgency is determined at the sole discretion of Quarry.
- Apply a restriction on contact time permitted with the Client
- Invoice the Client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the Client
- Suspend and/or terminate the Client’s provision of services, not before a third warning has been given. Warnings may not be given any more frequently than every seven days.
- Abusive behaviour towards staff, agents, partners or directors of Quarry, which includes threatening behaviour and/or speech
- Defamation of staff, agents, or directors of Quarry, or of Quarry or related businesses
AND, THE NECESSARY LEGALESE
- Limitation of Liability. Except for (I) Infringement or misappropriation of the other party's intellectual property rights; or (II) Intentional misconduct or gross negligence, in no event will either party be liable for any loss, unavailability of, or damage to data, lost revenue, lost profits, failure to realize expected savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar damages related to the agreement, the use or inability to use software or maintenance services. Client assumes all responsibility for the selection of software and other products or services provided.
- Disclaimer of Warranties. Each party disclaims all warranties and duties, whether express or implied, as to the services, products, information, or materials exchanged by the parties, including but not limited to conditions of merchantability, fitness for a particular purpose, reasonable care, effort, results, accuracy or completeness.
- Hold Harmless. The Client shall indemnify and hold Quarry, its employees, or agents, harmless from any and all claims, demands, or suits or any action arising from this agreement.
- Damages Cap. Neither the client’s nor Quarry’s aggregate liability shall exceed the greater of five hundred thousand United States dollars (US $500,000) or the amount received by Quarry for the applicable products in the twelve (12) months prior to the event giving rise to the liability.
- These terms may be updated from time to time, and will be applicable to all clients.