Terms of Service
Bauhinia Solutions Limited (owner of sub-brand, Start Smart Website) operates the this website. This is the Terms of Service for Bauhinia Solutions Limited, and this website.
We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
You are hiring us (Bauhinia Solutions Ltd) located in Hong Kong, as an independent contractor to design and develop a website for the estimated total price as outlined in our proposal.
Of course, it’s a little more complicated, but we’ll get to that.
What Do Both Parties Agree To Do?
As our client, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project – including text, images and other information – as and when we need it and, in the format, we ask for. You agree to review our work, provide feedback and approval in a timely manner too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we’ll also maintain the confidentiality of any information that you give us.
What We Will Need
You will need to authorise us with access and “write permissions” to all directories and files of your account with any other third-party hosting provider. We will also need you to grant permission to install any necessary WordPress plugins for maintenance and security.
Getting Down to the Nitty Gritty
We use WordPress for our website Development Services.
This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at our standard design rates.
While we will take all care to ensure error-free website, it is your responsibility to notify us of any errors or omissions before finalisation.
HTML and CSS Layout Templates
If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
We do not cater for people using Microsoft Internet Explorer 6 and cannot predict the behaviour of that browser.
We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example Microsoft Internet Explorer 6 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate of $850 per hour for any necessary additional design work, development, and testing.
We may have written a hundred blog posts but we’re not responsible for writing unless we specified it in the original estimate. We’ll be happy to help though, and would provide a separate quotation for copywriting.
You will supply us photographs in digital format. If you choose to buy stock photographs, we can suggest vendors of stock photography. Any time we spend searching for appropriate photographs will be charged at our standard discovery rate of $450 per hour.
Changes and Revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind.
The estimate/quotation prices at the beginning of this document are based on the amount of work we estimate we’ll need to accomplish everything that you have told us you want to achieve.
We ask that you inform us of changes that you wish to make within three working days and, to respond to our enquiry or question(s) within seven days. If we don’t get what we need in time, we will not be liable for any delay in building your website.
If you do want to change your mind, add extra pages or even add new functionality, that won’t be a problem. However, you will be charged accordingly and these additional costs will need to be agreed to before the extra work commences. This additional work will affect deadlines and they will be moved accordingly.
We’ll be up front about all of this if and when it happens to make sure we’re all on the same page before proceeding. We may also ask you to put requests in writing so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled. At this point you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new quote and contract.
Website Development Services do not include ongoing website maintenance or website updates. We are not responsible for any changes or updates in the contents or terms of services of WordPress that may result in any incompatibility and/or malfunctioning of the website developed for you.
If anyone other than us attempts to update the website and damages the site in any way, the time to repair the web pages will be assessed at an hourly rate as agreed between you and us beyond the agreed hours. For these additional services, there is a minimum charge of one hour.
We recommend a local, English-speaking partner for website hosting. Accurate IT have the technical ability to ensure your website is online and secure. This is a separate fee to the design and development of your website.
They can also support you with your email setup, transfer of emails or other email related tasks.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
The Agreement continues until the completion of the agreed project. Either party may terminate or suspend services by a written notice of termination or suspension to the other by giving not less than 45 days’ prior notice.
If you are not responsive to us over a period of two months, we are entitled to terminate the agreement with you and charge you for the fees that you have not paid up to the date of termination together with a late fee.
On termination of the Agreement for any reason, any remaining rights, and liabilities for both parties will not be affected. No refunds are available after your purchased package or service has started, unless otherwise authorised by our CEO.
You may suspend our services for a specific period with no penalties, and the suspension will take effect in the month following the notice of suspension is given.
We can’t guarantee that the functions contained in any web page or in a completed website will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
Website Development Services
For website development projects, 50% of the payment will be invoiced to you before any work begins. The remainder of the payments will be invoiced to you upon the completion of the website development. The title of the final website along with its login information will only be transferred to you upon full settlement of the remaining 50% within 5 days of the date of the invoice.
Note: If you are unable to supply all of the right content at this stage, it does not mean we have not done our job. The project will be delayed. If the final invoice is not paid within the credit terms, we have given you, we are under no obligation to keep the site on the hosting server or continue with the project in anyway.
We have no further obligation on the website after it is developed unless you engage us for our Website Care Services.
Website Care Services
When you engage our Website Care Services, there will regular monthly fee as outlined within this proposal. We retain the right to refuse your request for Website Care Services.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by you, or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
- You own the graphics and other visual elements that we create for you for this project.
- We’ll give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files, we used to make them.
- You also own text content, photographs, and other data you provided, unless someone else owns them. We own the markup, CSS and other code and we license it to you for use on only this project. We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.
We take your confidentiality seriously. We respect your confidential and proprietary information, ideas, plans and trade secrets, Clients’ data information (collectively, “Confidential Information”) and must insist that you respect the same rights as fellow clients and of ours. It is agreed that the information disclosed to us by you is confidential, proprietary in nature, and may contain personal information and/or trade secrets. We, including all employees and contractors (if used), agree not to disclose information to any third parties, even after we no longer work with you, unless with your written authorisation.
Exclusion of Liabilities
We will work hard to provide you with the best possible service however, we are not liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by you arising out of the provision of services by us, even if we have been advised of the possibility of such damages.
There is no guarantee, expressed or implied, that you will earn any money using the techniques and ideas in the materials and services. Examples in these services are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the efforts and skills of your applying all or part of the concepts, ideas, and strategies contained in our services. While we take all care to ensure error-free documents and designs, it is your responsibility of to notify us of any errors or omissions before finalization.
You acknowledge that when engaging our services, you may have dealings with our employees, officer(s), agent(s) and/or contractors, over whom you may develop a degree of influence. You acknowledge that we invest considerable resources in training our employees and contractors, and that they form an important part of the goodwill of our services. Except with written consent of our CEO, you agree not (either personally or by your agent, servants, or contractors) to directly or indirectly solicit or entice away or do anything to solicit and/or entice away from our company any person employed or contracted by us during the continuance of the engagement with our services or for 12 months thereafter.
You agree that in the event of your breach of this Clause, that as liquidated damages, we are entitled to recover from you, at our discretion, either (i) 50,160 HKD, or (ii) its actual damages; and while the restrictions contained in this clause are considered by the parties to be reasonable in all the circumstances, it is agreed that if such restrictions may be taken together be declared to go beyond what is reasonable for the protection of our company.
Phew! A lot, I know. Just one more thing.
Where’s all the Horrible Small Print?
Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the courts of Hong Kong and the parties submit to the exclusive jurisdiction of the Hong Kong courts.
However, prior to pursuing legal actions through court, you also agree to first consult us in good faith to amicably resolve any disputes that might arise. If that fails, you agree to resolve the dispute by mediation at Hong Kong Mediation and Arbitration Centre in accordance with its then-current Mediation Rules. If the mediation is unsuccessful in resolving the dispute or difference, the matter shall be referred to and determined by the courts of Hong Kong Special Administrative Region. The language to be used in any dispute resolution process shall be English.
Changes to Our Terms of Service
We may update our Terms of Service from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Terms of Service on this page. These changes are effective immediately, after they are posted on this page.