Terms and Conditions of Togo Ordering Solutions Inc.
STANDARD TERMS AND CONDITIONS
These terms and conditions (“Agreement”) apply to all work and all contracts undertaken by Togo Ordering Solutions for its Clients.
In consideration of the terms contained herein, the parties agree as follows:
1. Definitions
a. “Agreement” means these terms and conditions.
b. “Togo”, “We”, “Us” or “Our” means Togo Ordering Solutions Inc.
c. “Client,” “You,” “Your” means any business or other persons accepting Services from Togo
d. “Services” or “Work” means any work done by Togo for its Client including, but not limited to, the following services:
1. Website Design and Development
2. Ad Design
3. Ad Campaign Management
4. Content Writing
5. Content Creation, Management of, and Posts on 3rd party platforms including, but not limited to Google Business Listings, Social Media Sites, TripAdvisor.
2. Togo Obligations
a. By using current versions of well supported content management systems such as “Wordpress” or “SquareSite”, Togo endeavours to ensure that the websites We create are compatible with all current modern web browsers such as the most recent versions of Firefox and Chrome. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
b. Togo will make commercially reasonable efforts to provide the Client with a clear outline of the Services to be completed, and where appropriate, a clear list of expected outcomes and functionality. This Work outline will be shared via email, and may be further explained via phone, video calls or in-person meetings.
c. In the event that Togo’s Services for the Client includes the ability to accept online booking, online rentals or online sales, either directly on the Client’s website, or on one of Togo’s online booking websites, an ongoing fee applies. Togo agrees to provide the Client with a separate Agreement that clearly outlines the terms of the recurring fee, based on an online checkout experience agreed to with the Client. At any time, should the Client decide to terminate its agreement with Togo for online booking, online rentals, or online sales, Togo will remove this function for the Client, and will leave other elements of Togo’s Work for the Client unchanged.
3. Client Obligations
a. The Client will supply all materials and information required by Us to complete the Work in accordance with any agreed to project scope or specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to Us which leads to a delay in the completion of work, We have the right to extend any previously agreed deadlines by a reasonable amount.
b. In the event that We assist the Client with Services that require copy writing, content creation, or other related Work that will be posted or published by the Client, the Client will assume all responsibility of ensuring the accuracy of such content and takes all liability for the representations of such content. We are not responsible for misrepresentations that arise out of such Work. The Client will review all content and it is Your responsibility to request changes be made by Us within 3 business days of receipt. You hereby agree to assume all liability for such content.
c. The client will communicate any requests, requirements, features or expectations not outlined in Our project scope communications in advance of Us starting the Work to allow Us to make adjustments to pricing as needed. Any requests made by the Client after the Work has started will be considered an addition to the scope and Togo will advise if additional costs will be incurred to meet such requests
d. The Client is responsible for complying with all relevant laws including laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Togo from any claim, penalty, tax, tariff loss or damage arising from You or Your clients’ use of your websites including Internet electronic commerce.
4. Fees & Payments
a. Togo will provide the Client with a cost estimate for the Services and will receive agreement from the Client before beginning any work that could be charged to the Client.
b. Cost structure will vary by project and can include any or all of the below:
i. Project based price: the cost to complete a project with clearly defined outcomes agreed to by both parties (e.g. a website project)
ii. Booking Fee or Commission Based price: a cost charged per sale, booking or reservation made on the Client’s website, or on any of Togo’s websites. A separate Vendor Agreement governing the ongoing Booking Fee will be provided to the Client after Togo and the Client agree to an online checkout & payment process.This fee may be a flat fee (e.g. $5/order) or a % fee (e.g. 12% / order). The fee charged by Togo does not include payment processing fees, which varies by country, financial institution and by payment method(s) selected by the Client. The Client agrees to pay any costs associated with set-up of payment processing on an “at cost” basis rounded to the nearest percent. Togo will not make any purchase on the Client’s behalf without Your prior consent. Togo agrees to provide the Client with payment processing options that are competitive to the industry in the Client’s market. If at any time, the Client no longer wishes to work with Togo for online booking, this function will be removed from the Client website, but the Client will retain ownership of the remainder of the website.
c. Togo may require a deposit be paid up-front or at certain project milestones and will notify the Client of such requirement before beginning any work on the contracted Services.
d. Togo will inform the Client of a payment schedule for the Services by email, and acceptance via email from the Client shall be binding. Togo will issue an invoice per the agreed to payment schedule, and the invoice will include a payment due date per the agreed to schedule.
5. Additional Expenses
You agree to reimburse Us for any requested expenses which do not form part of Our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting, specialized payment gateway set-up or comparable expenses. We will inform you of cost of such expenses in advance of purchasing on your behalf.
6. Approval of Work
On completion of the Work you will be notified and have the opportunity to review it. You must notify Us in writing of any unsatisfactory points within 7 days of such notification. Any Work which has not been reported in writing to Us as unsatisfactory within 7 days will be deemed approved and will be invoiced according to the payment schedule agreed to.
7. Rejection of Work
If You reject any of Our Work within the 7-day review period, or not approve subsequent Work performed by Us to remedy any points recorded as being unsatisfactory, and We, acting reasonably, consider that You have been unreasonable in any rejection of the Work, we can elect to treat this contract as at an end and take measures to recover payment for the completed Work.
8. Subcontracting & Third Parties
We reserve the right to subcontract any Services that We have agreed to perform for You as We see fit. We may license technologies or use third party providers in the Work we complete for You, including, but not limited to technology providers like Content Management Systems, Website Builders, Payment Gateways, and the like.
9. Non-Disclosure
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
10. Ownership of Domain Names and Web Hosting
We will provide You with account access for domain name registration and/or web hosting that We purchased on Your behalf when You reimburse Us for the related expenses.
11. Back-Ups
You are responsible for maintaining your own backups with respect to Your website or any Services provided to You and We will not be liable for restoring any Client data or Client websites except to the extent that such data loss arises out of a negligent act or omission by Us.
12. Consent to publication of business information
Togo will publish customer facing business information on the Togo Websites and through other marketing channels. This includes, but is not limited to, the Client’s logo, address, name, operating hours, and photos of the Client’s products and customer-facing business locations. If the Client does not wish to be included in such publications, You must inform Togo Ordering Solutions. If such publications have already been published, We will do what is reasonably possible to remove such publications, being mindful that certain items on the internet may remain in existence after they have been deleted.
13. Warranties and limitation of liability
a. While Togo will make commercially reasonable efforts to ensure that the Services remain available, Togo does not represent, warrant, or guarantee in any way the Work’s continued availability at all times or uninterrupted use by the Client or its customers.
b. In the event that any Services or Work change as a result of changes in technology, We will make commercially reasonable efforts to ensure the Work is returned to its previous function. Examples include updates to 3rd party partner technology used in the Work, updates to Operating Systems and the like. In the event of substantial changes beyond Our control, We may require an additional fee to make such updates.
c. To the maximum extent permitted by applicable law, Togo excludes all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which Togo may otherwise have to the Client as a result of any error or inaccuracies in any content published as part of the Services.
d. We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
e. Togo will not be liable for any loss or damage We cause which We could not reasonably anticipate.
f. Notwithstanding any other provision of this Agreement, Togo does not exclude or limit its liability for death or personal injury arising from its negligence, for any fraudulent misrepresentation made by it, or for any other statutory rights which are not capable of being excluded.
14. Warranty by You to Ownership or Intellectual Property Rights
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that You supply to Us or have us create for You to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website and other published materials such as marketing materials, social media profiles or online business profiles.
15. Indemnity
In consideration of Togo providing the Services, the Client agrees to indemnify and hold Togo harmless from and against any liability which Togo may suffer or incur as a result of the willful misconduct or negligent act or omission of the Client.
16. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the province of Ontario, Canada. Togo and the Client hereby irrevocably adhere to the jurisdiction of the courts of the Province of Ontario, Canada.
17. Arbitration
a. Togo and the Client agree that any dispute between them will be subject to binding arbitration. “Dispute” means any type of dispute that in any way relates to the relationship between the Client and Togo, including a disagreement about the terms or interpretation of this Agreement, that under law may be submitted to binding arbitration. The Client and Togo agree to share the costs of any arbitration equally. Any decision rendered by the arbitrator(s) shall be final and binding and may be entered into a court having jurisdiction over this Agreement.
b. The above clause does not prevent Togo from applying to an appropriate court for an injunction or other similar remedy, to restrain the Client from committing any breach or anticipated breach of this Agreement, and for consequential relief.
18. Assignment
No party to this Agreement may assign any rights or obligations pursuant to this Agreement without the written consent of the other parties. This Agreement shall bind the Client’s successors and/or assigns, and shall enure to the benefit of Togo, its successors and/or assigns.
19. Severability
If any term of this Agreement is found to be invalid or unenforceable, in whole or in part, the validity or enforceability of any other provision will not be affected and will remain in full force and effect.
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