Project’s Terms & Conditions Service Offer

The following terms and conditions apply to all services, including website development, e-shop development (it is an extra service), software development, SEO optimisation, redesign services, and design services, (the Services) provided by Vasilis Skarleas to the Client, in conjunction with any relevant quotation provided to the Client by Vasilis Skarleas (Terms), unless otherwise agreed in writing or orally. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms.

1. Charges

Charges for the Services are defined in the project quotation that the Client receives from Vasilis Skarleas via email or other means that are used for communication. Quotations are valid for a period of 30 days. Vasilis Skarleas reserves the right to alter a quotation or decline to provide the relevant Services after expiry of the 30 days.

Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of thirty three (33) percent of the project quotation total before the work commences. A second payment of thirty three (33) percent is required after the client review and design sign off stage, with the remaining percentage of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.

The Client agrees to reimburse Vasilis Skarleas for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts, extra design and code services and stock photography.

2. Invoicing and payment

Vasilis Skarleas shall submit invoices in line with the timescales above. Invoices are normally sent via email or by hand, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the Client.

Payment for services is due by hand or in some cases via PayPal. PayPal Account details will be made available on invoices.

If the Client fails to make any payment due to Vasilis Skarleas by the due date for payment, then, without limiting Vasilis Skarleas’s remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Vasilis Skarleas’s web space, Vasilis Skarleas will, at its discretion, remove all such material from its web space. Vasilis Skarleas is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.

3. Client Review

Vasilis Skarleas will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Vasilis Skarleas otherwise within ten (10) days of the date the materials are made available to the Client.

4. Turnaround Time and Content Control

Vasilis Skarleas will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at the date agreed with Client upon Vasilis Skarleas receiving initial payment, unless a delay is specifically requested by the Client and agreed by Vasilis Skarleas.

In return, the Client agrees to provide Vasilis Skarleas promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by Vasilis Skarleas for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid Vasilis Skarleas with progressing the commission in a satisfactory and expedient manner.

During the project, Vasilis Skarleas will require the Client to provide website content; text, images, movies and sound files, along with any relevant background information.

5. Failure to provide required website content

Vasilis Skarleas is a freelancer, and to remain efficient he has to ensure that any work he has scheduled is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that the Client provides all the required information in advance. On any occasion where progress cannot be made with the Client’s website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% of the Charges. If the Services involve Search Engine Optimization we need the text content for the Client’s site in advance so that the SEO can be planned and completed efficiently.

If the Client agrees to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, do not give us the go ahead to start until you are ready to do so.

NOTE: Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages. Contact us if you need clarification on this.

Using our content management system the Client is able to keep your content up to date itself.

6. Web Browsers

Vasilis Skarleas makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge, Safari etc.). The Client agrees that Vasilis Skarleas cannot guarantee correct functionality with all browser software across different operating systems.

Vasilis Skarleas cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Vasilis Skarleas reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

7. Termination

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Email or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation for payment in full within thirty (30) days.

8. Indemnity

All Vasilis Skarleas services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless Vasilis Skarleas against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client’s use of Vasilis Skarleas’s service.

9. Intellectual property

Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.

Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.

IP Rights means patents, utility models, rights to inventions, copyright and neighboring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to Wombat Creative by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).

The Client hereby grants to Vasilis Skarleas a non-exclusive license to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Vasilis Skarleas. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Vasilis Skarleas permission and rights for use of the same. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Vasilis Skarleas that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless Vasilis Skarleas against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to Vasilis Skarleas by or on behalf of the Client infringe the IP Rights of a third party.

All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. Vasilis Skarleas hereby grants the Client a non-exclusive license of such Foreground IP for the purpose of operating the website.

10. Confidentiality

Each party (the Receiving Party) shall use its reasonable endeavors to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.

During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.

The obligations in this clause 10 shall not apply to any Confidential Information which is:

• at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;

• furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or

• required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

11. Data protection

For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Vasilis Skarleas, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.

The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Client to Vasilis Skarleas and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.

The parties acknowledge that if Vasilis Skarleas processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and Vasilis Skarleas is the processor for the purposes of Data Protection Law.

The scope, nature and purpose of processing by Vasilis Skarleas, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.

In relation to the processing of personal data under these terms and conditions, Vasilis Skarleas shall:

• process personal data on the Client’s behalf only on and in accordance with the Client’s documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

• ensure that persons authorized to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

• implement and maintain appropriate technical and organizational measures in relation to the processing of personal data; you hereby acknowledge that you are satisfied that our processing operations and technical and organizational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;

• promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

• assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;

• retain personal data in accordance with the retention periods set out in our Privacy Notice;

• make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;

• take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and

• notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.

The Client hereby gives Vasilis Skarleas consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.

Vasilis Skarleas shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.

We will not transfer personal data processed on your behalf to a country outside the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time, expect if the data processing service is located on US or anywhere outside EU.

12. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Vasilis Skarleas to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

13. Design Credit and Marketing

A link to Vasilis Skarleas will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, there is a charge of 1200 EUR as any direct connections with involment to the project will get white labeled for purposes that needs to be provided by the Client. This option is offered only for paid services and/or paid projects agreed between the Client and Vasilis Skarleas. In some cases, credits on website’s code will remain as hidden elements.

The Client agrees that the website developed for the Client may be presented in Vasilis Skarleas’s portfolio, and hereby grants Vasilis Skarleas a worldwide, perpetual, non-exclusive license to use its name, logo and branding for advertising, marketing and promotional activities.

14. Third Party Servers

Vasilis Skarleas designs and tests websites to work on hosting servers (depends from the service that is used), and cannot guarantee correct functionality if the Client wishes to use a third-party server (this features is available with extra charge and in some specific cases by request). In the event that the Client is using a third-party server, it is the responsibility of the Client and any third party host to ensure that the server is compatible with the website. Vasilis Skarleas will assist the Client to configure the server if this is required. However, this may be subject to additional charges.

If the Client’s website is to be installed on a third-party server, Vasilis Skarleas must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

15. Post-Placement Alterations

In the event that the Client wishes to make alterations to the website once installed, the Client agrees to give Vasilis Skarleas the opportunity to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by Vasilis Skarleas.

Vasilis Skarleas cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.

16. Domain Names

Vasilis Skarleas may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Vasilis Skarleas. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. In case that you lose the domain name and you want to buy it back there is a penalty fee of 180€.

17. Third Party Products

Any third party software which Vasilis Skarleas agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such third party software is included in the Charges payable pursuant to clause 1.

18. General

These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Notices to Vasilis Skarleas shall be sent to the email address [email protected] or address set out at https://madebyvasilis.site/support.

19. Digital Marketing

Vasilis Skarleas will honor the components of your chosen digital marketing scope of work, providing an agreement to a minimum 3 months contract is served and monthly payments are received in advance. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.

20. Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

Vasilis Skarleas shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or (j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.

The entire liability of Vasilis Skarleas to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

21. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

22. E-shop service

To develop an E-shop on behalf of the client, Vasilis Skarleas may use different platforms services depending on the platform that we developed your original website. An e-shop usually operates under an official website but we are able to develop for you only an e-commerce site. In case of an e-commerce website there is a charge like developing a simple website. An offer will be sent to you via email or other communications means. If the Client request to embed a website under the official website then this is an extra service that is extra charged according to these cases bellow:

1. We have predefined to create the e-shop service simultaneously with the website. In this case there is no extra fee. You only pay the decided and signed amount from the final invoice.

2. You request to embed an e-shop service after we have already built and finished the development process of your website. The “idea” for an e-shop wasn’t predefined during the final invoice. In this case there is a standard fee of 60 EUR for up to 25 products. After 25 products you are extra charged for each extra product with an amount of 5 EUR per product.

3. We have predefined to create the e-shop service simultaneously with the website but due to some reasons from Client’s side there was a delay to provide at Vasilis Skarleas the required information to build the e-shop. So the website development process was completed and the e-shop remained incomplete. In that case there is a penalty fee of 250 EUR if you request to continue with e-shop development.

4. You state that the e-shop will be developed with your responsibility (Client’s responsibility) and so we provide you with the necessary instructions to set up the e-shop. In this case there is a training charge of 30 EUR.

5. You had stated that the e-shop will be developed with your responsibility (Client’s responsibility) but for some reason you weren’t able to set up the e-shop and you re-requested Vasilis Skarleas to do so. In this case there is a penalty fee of 80 EUR for up to 25 products. After 25 products you are extra charged for each extra product with an an amount of 5 EUR per product.

In all cases, the Client is responsible for all the content, descriptions, product’s options etc. Always the client send the information, the return policy requirements as well as the payment methods that want to be embed to his e-shop.

Vasilis Skarleas takes no responsibility if the e-shop hasn’t the required credentials by the State for its smooth operation. Vasilis Skarleas is responsible only for e-shop set up. Vasilis Skarleas also verifies that all the required systems for e-shop operation are operational. Vasilis Skarleas is not responsible for misuse or misunderstanding of these terms. Vasilis Skarleas is not at all responsible for the payments process. All the payments that are done through Client’s e-shop are set up to be directed under Client’s Bank Account or PayPal Account and / or other 3rd party services connected to legal bank accounts, by using industry standard software - made only for this purpose (processing payments) like Stripe, Chargebee etc. Vasilis Skarleas will set up and test the payments processing software on behalf of the Client but Vasilis Skarleas takes no responsibility for abuse of these systems and any other illegal action, that is specified by the laws of each country, that can take place through the e-shop. Vasilis Skarleas is not responsible for website’s and e-shop’s content.

23. 3rd Party Softwares

Vasilis Skarleas for the development of your websites may use 3rd party softwares for testing and demonstration purposes. You agree to the use of these softwares as well as the connection of your personal data with these 3rd party services.

All the websites developed under Vasilis Skarleas shield are integrated with pro marketing tools like Google Analytics, Toneden, Yandex Metrica, visualisation softwares like Databox, AB Testing tools like Mixpanel, marketing channel connection services like Chatfuel, Linkfire, Rebrandly, and webmaster tools like Google Webmaster, Yandex Webmaster, Bing - Microsoft Webmaster, Yahoo webmaster etc. All these services can get on client’s disposal after per your request at [email protected]. Any collected data are stored under its service terms & condition and limitations under client’s name. You, the client, by the completion of your project, you get access to the default softwares which are:

• Google Analytics

• Google My Business (if it’s related to your project details)

• Databox Interactive databoards

• Zapier - Automations software

24. Security & Monitoring

Websites developed under Vasilis Skarleas Shield are monitored 24/7 for any downtimes, code fails and SEO problems by advanced internal and self hosted softwares in collaboration with 3rd party services. The systems mentioned bellow go under the terms on section 23.

By the completion of your project, you get access at:

• Self hosted downtime page

• Website’s status page (https://madebyvasilispremium.statuspage.io)

• VScloud connect account (you can learn what is IBN Cloud at https://blog.madebyvasilis.site/ibn-cloud)

You agree that Vasilis Skarleas is allowed to change these terms and conditions and to update them without notifying the Client. The new terms will be in force for every contract and invoice that was signed before the release of the updated terms and conditions.