Terms of Service

Policies that apply to all our services offered to you and use of this website

Last revised on September 12th, 2018.

Communication

Our goal is to get your project completed in a timely manner. Many times the speed of completing your project is dependent on how well you respond to things we need, questions we have, and approval of decisions that need to be made. After the project starts, deposits become non-refundable.

If we do not receive communication from you for more than 7 days without notice, the project is subject to being rescheduled based on current availability. If there is no communication from you or your team for 30 consecutive days then the project will be canceled and your deposits and or remaining hours will be terminated and payment is non-refundable.

Scope Changes

Sometimes project requirements need to be shifted due to technology limitations, tough decisions on future compatibility, business decisions, etc. If this happens then we will work with you to get the work completed, however, if the hours exceed the allotted total project hours then any additional work will be billed at our normal hourly rate.

Termination by Client After Work Begins

In the event that you decide to terminate this contract after work has begun, for any reason, you will need to pay Pelican Commerce, LLC for any work which was completed prior to the date of termination. Hours completed outside of the initial project scope are billed at our normal hourly rate. First payment deposits are also non-refundable. When the termination happens, you will be notified of the amount of work completed and any unbilled completed work will be due immediately upon invoice.

Intellectual property ownership, including (but not limited to) design files, backups, additional materials, data files, etc, are property of Pelican Commerce, LLC until we receive full payment. At that time, all deliverables including intellectual property ownership will be transferred to you in full. In some cases, Intellectual Property, Software Licences, etc are the property of Pelican Commerce, LLC and cannot be transferred to you.

Hiring Policy

Both Pelican Commerce, LLC and you acknowledge and agree that each party’s continuing relationship with their respective employees and/or subcontractors is an essential part of its business. Therefore, for the term of this agreement, plus eighteen (18) months thereafter, both parties agree not to solicit for employment, to hire, or to enter into any consultancy agreement with any person who was associated with the other party during this agreement.

Project Completion

The project is determined to be complete when the tasks discussed are completed and at which point in time, the theme and product data and/or project deliverables are ready to be delivered to you. All the theme setup files, design pieces, and product data will remain the sole property of Pelican Commerce, LLC until you have made all payments in full at which time ownership will be transferred.

Limitation of Liability

To the fullest extent permitted by law, the total liability, in the aggregate, of Contractor, Contractor’s officers, directors, partners, employees, agents, and sub-contractors, to Client, and anyone claiming by, through, or under Client for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Project or Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total compensation received by Contractor or  (Project Price) whichever is greater.

Governing Law

This agreement is governed by the laws of the state of Florida and shall be governed by and construed and enforced in accordance with the laws of the state of Florida as it applies to a contract made and performed in such state. The federal and state courts located in Orange County, Florida will have jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of a forum non conveniens or otherwise.

Indemnification

Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any loss of business, liability, claim or other cause of action arising out of or related to Services provided herein.

Non-Disparagement

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

Relationships Of The Parties

Contractor and any related sub-contractors are not employees, partners or members of Client’s company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.

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