Terms and Conditions Of Web Development Service

General Definitions:

"Client" The owner of a website that is integrated with or built on Transolve Web Technology for the purpose of carrying out online business activities.

"Participating Bank" Banks or financial institutions that are members of the Transolve and or Transolve affiliate, network and participate in the exchange of funds to effect payments

"Regulatory Authority" Any ministry or department of the Government of Nigeria and statutory authority or body in Nigeria established with powers to regulate banking, credit or financial services and or electronic transactions or communications.

"Terms" These Terms and Conditions of Service, stated and may include Terms stated on specific service web pages.

"Website" The website on which the Client offers goods and or services for sale.

"Systems" The Systems operated by Transolve to allow Users to use the website

"Transaction" Transactions effected and Services obtained by Users by means of the Systems.

"Transaction Fees" The amount charged by Transolve or a 3rd Party per transaction done on the Client's website

"Set-Up Fee" The sum charged by Transolve Limited or a 3rd Party for integration of a product or service to the Client's website.

"Users" Users of Systems built with Transolve Web Technology.

"Data" Any data, files, messages or other information irrespective of form, stored on the Systems directly or indirectly by, for and on behalf of the Client under the Services for which the Client assumes full responsibility whether for its legality, proprietorship or otherwise.

"MB" Megabyte of data - is a multiple of the unit byte for digital information. The unit prefix mega is a multiplier of 1000000 (106) in the International System of Units (SI). Therefore, one megabyte is one million bytes of information.

"GB" Gigabyte of data - is a unit of data storage capacity that is roughly equivalent to 1 billion bytes. It is also equal to two to the 30th power or 1,073,741,824 in decimal notation.

"Product" Any of the Client's products or services marketed, sold or otherwise promoted using the Systems.

"This Services" or "Core Service" This is the core Website development service

"Services" Together, all related Web Technology services provided by Transolve Limited to the Client, including but not limited to; Website development, Hosting, Domain Registration, Security, Email, WAAS, Resonance Mail, Market Research Data, E-Commerce e.t.c

Law

The laws of Nigeria govern this Terms and Conditions and the Nigerian Courts shall have sole jurisdiction.

Core Service

Completion of the Micro, Static, Hybrid and Dynamic website development are expected to take 5-7 days, 2-3 weeks (21 days), 1-2 months(60 days), 4-6 months (180 days) respectively after the prototyping stage which involves concept and design approval by the Client. The Synthetic website package takes 2-3 months to complete and is only available to existing and active Transolve Web Technology Clients looking to upgrade.
Bank Holidays, third party delays and response delays from the Client do not count towards the development time for the website.
While Transolve Limited agrees and will reasonably attempt to treat all information and communications transmitted to it and stored on its systems as confidential excluding content that will be published. Transolve Limited is not responsible for any damages ( including those that exposes confidential data to a 3rd party) caused by security breaches of it's networks or systems. Whether or not they are caused directly or indirectly from the Client's actions.
It is expected that all contents including literature and images that will appear on the Client's website are provided by the Client. Images should be at least 500 pixels by 500 pixels to ensure good quality. It is also the Client's responsibility to ensure spelling and grammar correctness in literature provided.
Literature including product and service descriptions should be provided by the Client as digital text documents (e.g. Microsoft Word file) that can be selected, copied and pasted within a word processor (e.g Notepad). Product descriptions should be properly demarcated or separated for each product.
It is expected that Client understands their responsibility to send all contents that will appear on the Client's website via email to website@transolveltd.com before the final draft of the Client's website is approved.
Email communications related to the Client's website, from Transolve Limited to the Client will be via the primary email, last known email or email specified in the initial order by the Client. The Client may change this email address, however has the responsibility to inform Transolve Limited of this change. Transolve Limited is not liable for any email configuration issues including spam filtering by the Client's email client that delays or blocks communications with the Client.
In the case the e-commerce option for the dynamic website package is selected, the Client will be required to provide for an online merchant account and implementation documentation from a card service provider (e.g. Interswitch) in order to accept or implement online card payments on the website. None of the charges from the card service provider including setup fees and transaction cost, is included in the cost of the Client's website package. Therefore the Client will be required to pay the card service provider any additional cost of using their service separately.
If the e-commerce option is selected and the Client requires Transolve's help in registering with a card service provider for a merchant account; the Client will require a corporate bank account with a participating bank and will need to provide additional business registration information as specified by the card service provider. In order for Transolve Limited to complete the clients registration. Transolve Limited in itself will not charge the Client extra for helping the Client register with a card service provider and or setting up the service on the Client's website as this is already including in the website's package cost for the first implementation of a card payment service or e-commerce feature.
Website packages are limited as advertised, pages and related resources must not exceed the advertised limit at the point of purchase, if contents exceeds this, Transolve Limited reserves the right to either limit the content at it's discretion or charge the cost difference of the dynamic website package up front to proceed and complete the production of the website.
Transolve Limited will activate the hosting and domain registration as soon as the final draft is approved by Client. However this might be done much earlier in order to complete the development process especially in the case of the dynamic website package.
In the case of dynamic websites the Client is responsible for uploading their content. However if the Client decides, the Client can request for Transolve Limited to upload these contents. This additional service will be charged separately.
Tampering with the website files, by the Client or a Third party, automatically voids warranty and support for the website and the Client will be required to pay the cost of any additional work that needs to be done to return the website to it's original state.
Since hosting and domain registration is done outside Nigeria, Transolve Limited uses it's foreign financial details to enable payments for the Client's website's hosting and domain registration. This is all that Transolve Limited will pay for. However if by chance Transolve Limited is charged extra as a direct or indirect result of the Client's actions outside the Client's website hosting and domain registration, or any other service selected by Client and already paid for by the Client. Then Transolve Limited reserves the right to pass these additional charges back to the Client with additional administration charges.
The website development stage completes after approval of a final draft by the Client or after 30 working days from the notification date of a final draft, without any further notification of adjustments or updates from the Client in writing.
Transolve Limited is not liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond it's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for it to perform it's obligations. Transolve Limited agrees to it's best endeavors to avoid or remove the causes of nonperformance and shall continue performance under this Terms and Conditions with utmost dispatch whenever such causes are removed or diminished.
Transolve Limited reserves all rights to it's Intellectual Property including source codes and system design. The Client understands they are only purchasing a license to use the application, a license which is fully determined and control by Transolve Limited. Additional requirements must be approved in writing by Transolve Limited.
Transolve Limited's License to You. We grant you a limited, revocable, non-exclusive, non-sub-licensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

Other Services

Additional services or related services, may be subject to additional terms and conditions of service beyond this document especially when provided or specified separately by Transolve Limited.
When transferring a domain to Transolve Limited, the Client is required to provide the domain transfer authorization code for the domain. If the Client requires Transolve Limited to help acquire this code from a 3rd party, the client will need to provide this request in writing.
High Definition (HD) Photography service will provide with images of at least 1000 pixels by 1000 pixels, the Client is responsible for providing the items to be photographed and may specify to a reasonable limit how the photographs should be taken. The HD Photography service is limited by 50 photo shots per hour and 5 processed images per hour. The Dynamic website package includes an option for HD Photography for businesses operating within Lagos State, Nigeria charged separately at N5000 per hour.
Content or design changes after a draft or sample approval by the Client, which is related to the same content will count towards Update tech support services, they may also be billed separately or declined by Transolve Limited if the final draft approval has already been made by the Client.
Logo Creation service is an optional service only included with the Dynamic Website Package and it covers the process of creating a single business logo for the Client's business which will be promoted on the website only. It may also apply to updating an existing logo for that business if the Client is able to provide the digital files required by Transolve. The Client is expected to provide detailed information about the required design, font and any additional images, all of which must be provided in a compatible format to Transolve's development process. Only 3 final drafts or design iteration will be provided by Transolve to the Client, for a final approval by the Client. After which it is expected the Client either approves a final draft or finds another logo creation service. Any additional requirement beyond the 3 final drafts will be charged separately by Transolve Limited.
Image Optimization Service as of January 2019 is now included with newly purchased Dynamic Website Packages. This includes website image processing features that optimizes and or improves image display or rendering speed. It is still expected that Client's image uploads are reasonable from a technical stand-point to take full advantages of any optimization gains. Any related feature not included in the final draft of the website or any other type of additional image processing feature will be charged separately before it can be implemented by Transolve for the Client.
ResonanceMail is offered as a separate service from the core website service. This means that ResonanceMail at any time can be disabled, blocked or removed independently if determined by Transolve to be abused by the Client. Having the Dynamic Website package will give the Client access to basic Newsletter features of ResonanceMail without any additional cost. ResonanceMail and other related services, may not be used by the Client to advertise, promote or integrate with any 3rd party product or service in any way without written authorization from Transolve Limited. ResonanceMail is subject to these terms and conditions and Transolve Limited's privacy policy which is available from www.transolveltd.com. Where applicable ResonanceMail service and or features may be charged separately.
Transolve's WhatsApp Assistance Service('WAAS') is offered as a separate service to the core website services, as a tool to send out personal messages. WAAS is subject to these terms and additional terms and conditions of service provided on the service page website.transolveltd.com/waas. All WAAS messages are considered attempted messages whether successful or failed. It is the Client's responsibility to ensure numbers provided or used are active WhatsApp numbers. Additional marketing contact or destination number data that may be used for this service is independent of the service and charged separately. Payments for WAAS or related services is not payment to use WhatsApp. WAAS and other related services, may not be used by the Client to advertise, promote or integrate with any 3rd party product or service in any way without written authorization from Transolve Limited. Dynamic Website package clients may choose to or maybe required to upgrade to WhatsApp's API for business, this upgrade and any additional WAAS feature is charged separately.
Tech support includes back-end and update support. The back-end and update tech support services count towards free support, however the update tech support is limited and maybe charged separately if the allocated tech support service is exceeded and or if the requirement is beyond the original scope of support.
Update tech support includes changing details of already created emails (email setup is part of back-end support which is inclusive ), photo updates, text updates, page section updates, audio updates, video updates, feature updates and code/functionality updates.
Additional Tech Support Hours (ATSH) will usually refer to the time in hours required to provide Update Tech Support unless specified otherwise by Transolve Limited. ATSH will be charged separately at N5000 per hour. The amount of ATSH required for any Client Job or Instruction, will be solely determined by Transolve Limited and communicated to the Client in writing for approval before any related job, work or task can commence.
If required the Client will provide accurate destination numbers and or emails for the selected services that requires so (e.g ResonanceMail, SMS Technology, WAAS) Transolve Limited is not responsible for compatibility issues with mobile devices connected to those numbers, delivery failures or any other network issues. Transolve Limited is only required to provide the Client with available delivery reports when requested by the Client.
The Client understands and agrees that all instructions related to Transolve's Web Technology Service will be sent in writing via email to either support@transolveltd.com or website@transolveltd.com
Schedules and locations for Face-2-Face meetings are to be agreed by both parties before they can hold. Face-2-Face meetings may only hold within Lagos State, Nigeria and may be subject to additional charges by Transolve Limited at a rate of N5000/Hour.
The Client understands and agrees that Transolve Limited reserves the right to update it's terms and conditions and service fees.
Updating this page or any related product's or service's 'Terms and Conditions' page or any additional written notification will serve as due notice to the Client with immediate effect. For exclusion of doubt this page was last updated: 14th January 2019
Furthermore when a service fee is updated and affects the Client's existing service, Transolve Limited is required to provide notice to the Client within 30 days of the due bill that affects the Client, otherwise the Client will continue on it's existing tariff until the 30 days notification period has passed, before the Client is required to comply with the new fees. During this 30 days period, Transolve Limited agrees that the Client's website's core or essential services as determined by Transolve will not be affected for refusal to comply with the new charges.
The Client understands and agrees that under no circumstance shall the website or any associated products or services be used for illegal activities. If this is determined to be the case, Transolve Limited reserves the right to terminate it's services and the Client forfeits any remaining subscription or funds.

Email Policy

Transolve Limited does not allow unsolicited email (commonly known as SPAM). Furthermore, we require standard compliance for all email lists
Transolve Limited reserves the right to limit incoming or outgoing email at any time. This may include limitation to mail box size, send or receive rates, bandwidth e.t.c. In the event you reach a limitation, we may, at our sole discretion, adjust your limit at your request.
The Email Box sizes are limited as follows; 50MB for Micro Website Package, 100MB for Static and Hybrid Website Package, 1GB for Synthetic Website Package, 2GB for Dynamic Website Package. Further incoming email delivery may fail or bounce back when the User or Client Email Box is full. Users are advised to carry out maintenance regularly including downloading their emails and cleaning up mailboxes to make space for new emails.
The Client is responsible for requesting settings to set-up and monitor their Email Client Software or Application. The settings provided by Transolve apart from the Authentication Data or User Credentials, are only generic Mail Server settings for setting up generic email clients an example of which is Microsoft Outlook. The Client or User may also opt to use WebMail which includes 3rd party Mail Clients to access their email via a web browser.
Transolve Limited reserves the right, at any time, to take action to prevent you from harming the servers, networks, or other users. Action may include suspension, site modification, blocking of access, rerouting of domains or Ips, and other actions.
Transolve Limited reserves the right to terminate your account without a refund. Reasons for termination include:
a) Abuse of the machines or Spamming.
b) Committing or Promoting any type of illegal activity including fraud, mailbombing, denial of service attacks, storing and/or housing and/or linking to illegal content, including but not limited to, "warez", "hacking"/"cracking"/"key generators".
c) The Services to traffic in illegal drugs and/or obscene materials.
d) The Services to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party.
e) Additionally, Transolve Limited reserves the right to terminate your account if at any time your site has pornography and/or nudity of any kind, including but not limited to, adult pornography, Anime, child pornography, "adult content" and/or the written word of a sexual nature.
f) Use of ad-servers, attempts to circumvent quota system owned by 'nobody', certain podcasting or video sites, use of torrent software, proxies, excessive resource usage or 'core dumping'.
g) Attempts to circumvent any of our security policies, procedures or systems.

Data Protection & Privacy

All Transolve Web Technology services and related products and services are subject to Transolve Limited's privacy policy available from www.transolveltd.com
For all purposes of Data Protection and Data Privacy:
a) The Client accepts and undertakes the role and responsibility of Data Controller and Data Processor of all of it's Data including Staff's Personal Data and Customer's Personal Data.
b) The Client understands that Transolve is only providing technology built to the Client's specified or approved requirements under the terms stated in this document and or on the service page of the service concerned.
c) The Client may therefore within it's legitimate rights, request additional Services, Features, Functionalities or Specifications which will be charged separately.
The Client may be required to sign a Non-Disclosure Agreement as a prerequisite, where any legitimate request may lead to exposure of proprietary technology or information either own by Transolve or a 3rd party service provider providing a related service.
The Client agrees to cease to use and or terminate its service inline with this terms and conditions if the Client is unable to comply with any part of these terms.
Transolve's Core Web Technology depends on Servers located in Nigeria and in the United States Of America. Additional 3rd party services, applications, plugins or integrations may depend on Servers in other locations outside these regions for Data processing.

Training, Learning & Documentation

In case a training program is chosen by the Client, then the training period including time and schedule will be agreed by both Transolve Limited and the Client. The Client is responsible for it's staff attendance and time keeping.
The training location is expected to be at Transolve Limited's Head Office or The Client's office within Lagos State, Nigeria.
In case the training program is stretched beyond the agreed training schedule as a direct result of Client's or Client's staff's actions, there will be an additional training charge of N5000 per Hour. Transolve Limited is not required to train beyond the scheduled period, if the Client declines payment.
All training sessions are expected to have one 1 hour break and two 15 minutes breaks.
Training manuals cover basic usage of the website and is provided in a digital format if requested by the Client for the dynamic website.
The Client may choose one of either the Training/User manual or Face-2-Face Training in the case of the dynamic website, not both.

Rentals

Rental contracts are for a minimum period of 12 months, after which the Client may choose the option to buy the entire website from Transolve Limited at a percentage of the up-to-date advertised prices.
Only Transolve Limited will decide the acceptable payment method or option for a rental options or payment plans.
In cases of premature cancellation of the rental contract by either Transolve Limited or the Client, the client looses the option to buy the entire website at a discounted price.
After 12 months the Client may choose the option to renew their rental contract at a minimum of 6 months and maximum of 24 months at a time.
Transolve Limited reserves the right to adjust the rental price for the specific Client after the initial rental contract expires. This action is not affected by a requirement of a 30 days written notice from Transolve Limited.
During the rental period and after, the entire website and all it's contents are exclusive property of Transolve Limited. The exception is when the Client decides to buy out the entire website as stated above.
The rental payment will be due on the same day of the month of the initial payment for the contract period.
The rental contract requires a good credit rating of the Client's business with Transolve Limited, for exclusion of doubt Yellow and above. The Client may request for it's current credit rating or visit www.transolveltd.com/erp to search for the said information by it's business name.
None of the paid options, special offers or promotional offers applies to the rental contract.
Rentals do not require renewals. This means the usual package yearly renewal is not charged if the rental option is selected. However when the Client decides to buy the website, the yearly renewals will be charged accordingly.

Payments

All Prices, Costs, Fees, Charges e.t.c are subject to change, Transolve Limited reserves the right to update or change it's charges to the Client at anytime, at Transolve Limited's sole discretion, when it is deemed by Transolve Limited the changes in charges become necessary.
The Client may cancel an order or unpaid invoice within 7 days i.e. 1 week from the order date without consequence. doing so after the 7 days period may result in Transolve Limited adjusting the Client's credit rating on it's record and any related information. The Client also accepts Transolve Limited may share this information with a third party including but not limited to financial institutions and debt collection agencies.
All payments including installments should always be made using the Client's business name or customer id, into Transolve Limited's account.
Cash refunds are only applicable so long as the Client has not yet made any approvals including approving any drafts or domain name. Cash refunds are not applicable to payment plans or rentals.
Transolve Limited does not and is not required to offer cash refunds after a 30 day period from the order date. Transolve Limited only in a case it feels necessary to do so, will offer additional products and services to compensate for any established differences, if the refund period of 30 days has elapsed.
For exclusion of doubt the listed cost is in Nigerian Naira, it should also be assumed that anywhere N is used as an amount prefix, this also indicates Nigerian Naira.
Total selections under N100, 000 are not eligible for payment plans.
Payments for Rental and Payment Plan purchase options will be made with post-dated cheques as instructed in the invoice sent to the Client, Unless otherwise stated by Transolve Limited in writing.
Reminders for rental and payment plans purchase options are attempted to be sent via sms and email, the sms is sent at least 48hrs before the due date, while the email installment reminder is sent at least 5 working days before the installment is due.
The Clients Installments will be made by 12 noon in order to be registered for that payment date. If the payment fails, The payment will be classed as a late payment, there is a 48hrs grace period in between attempts by Transolve Limited to collect payment from the Client.
There is an additional up front administration charge of N5000 for each late payment. Transolve Limited reserves the right to stop the payment plan or rental contract after 3 consecutive delays, by written notification to the Client's email provided or by text message to the Client's mobile phone number provided, during the Client's initial order. This will indicate a requirement for the Client to pay all outstanding amounts in full within 30 days of the notification.
It is the Client's responsibility to ensure that payments including yearly renewal fees are paid on time (i.e. at least 30 days before expiry) to avoid suspensions and or removal of the website data from the host's servers, as Transolve Limited doesn't keep a backup of any of the Client's website data. There is an additional cost of N5000/hr if Transolve Limited has to reinstate the Client's website after removal by the hosting company.
Any type of cancellation of payment plans or rental contact will require that all outstanding be paid up front within 30 days of the notification date.
Any additional service or product not stated or initially selected and paid for, will require additional up front payment, which is not guided by the advertised price and does not require notification for price change, before that additional service can commence or product delivered.
Transolve Limited is not required to commence service until the first installment has been made, in the case of the payment plans and rentals or 80% of the total amount payable is made in the case of the option to buy. It is expected that the remaining 20% will be paid upon job completion.
If payment is made by cheque the Client must ensure there are no errors on the cheque and that it is addressed to Transolve Limited. Also the Client must ensure it's using a corporate cheque for a current bank account.
As default on monthly payments may lead to litigation to obtain outstanding commitments, Transolve Limited reserves the right to pass this information along with the Client's details onto a third party organization including financial organizations, for general credit record purpose and or for debt collection.
In the event of a court resolution that finds in favor of this binding agreement, the Client agrees to pay in addition to the outstanding commitments, all legal fees incurred by Transolve Limited and or any third party organization involved in the collection process.
All information provided to Transolve Limited by the Client must be true and accurate however, Transolve Limited reserves the right to request for a copy of Client's CAC Registration certificate along with other documents and the Client must be CAC registered for minimum of 2 years, in order to benefit from any of the payment plans. All payment related written notifications will be sent to the email address(es) initial provided, specified or updated by the Client so long as the said email address(es) has also been acknowledged by Transolve at least once by similar communications and or support related communications.
The Client states understanding and agreement to these terms and conditions of service by making their initial payment.

Service Termination

This Transolve Web Development Service Standard Terms & Conditions shall remain in force and effect until a party terminates or Transolve Web Development Service Provisions is terminated.
Either Transolve Limited or the Client may elect to terminate Transolve Web Development Service Provision by giving one (1) month's prior notice in writing to the other party of its intention to do so.
Notwithstanding the above Transolve Limited shall have the right (but not the obligation) at anytime to give immediate notice in writing to the Client to terminate this service or any related service forthwith upon the happening of any one or more of the following events of default, whether or not such event is of a continuing nature:
a) if the Client has breached any of the terms and conditions of this service;
b) the Client enters into liquidation, receivership, judicial management or otherwise compounds with its creditors or takes or suffers any similar action or occurrence in any jurisdiction;
c) the Client becomes insolvent or stops payment or ceases or threatens to cease to carry on its business or any part of its business;
d) if any resolution is passed or steps taken by the Client or any other person to apply for judicial composition proceedings with its creditors or an order is made by any competent court for such proceedings or a receiver, judicial manager, administrator or other similar official is appointed in relation to the Client or any part of the assets or undertakings of the Client or encumbrance taking possession of any part of the assets or undertakings of the Client or a distress or execution or other process is being levied or enforced upon or sued out against any part of the assets or undertakings of the Client;
e) if the Client is deceased or its partnership is dissolved;
f) if the Client or any of its shareholders, partners, proprietors, officers, employees, agents or contractors is or is suspected by Transolve Limited or the Authorities to be involved in any fraudulent or unlawful activity whether or not relating to the Client's business;
g) if the Client's website contains any material or involves any trade or activity deemed undesirable by Transolve Limited or any Regulatory Authority;
h) If the Client's website or security system has been breached or compromised; or
i) if there had been multiple complaints and disputes relating to the Client's goods or services by Users.
In the event of termination of this service for whatever reason:
(a) the Client agrees and undertakes to return to Transolve Limited immediately all materials, books, records or otherwise pertaining to the Systems, and shall not thereafter use the Marks or any part or derivatives thereof; and
(b) Any antecedent right and liability of either party shall not be thereby prejudiced or impaired.
In the event that Transolve Limited terminates this service in accordance with the terms hereof, the Client acknowledges and agrees that no reason whatsoever needs to be communicated to the Client for such termination and Transolve Limited shall not be liable in any way for any loss or damage incurred or suffered by any party due to such termination.
Any dispute, difference or disagreement arising out of or in connection with the provisions of this Terms and Conditions shall be finally settled in arbitration in accordance with the Arbitration and Conciliation Act Cap 19 1990 by one arbitrator appointed in accordance with provisions of the Act. Arbitration shall take place in Lagos State, Nigeria and shall be conducted in English language.