Terms - Outsourcing Philippines

1. Acceptance of Terms

By accepting Syntactics Inc. (Syntactics) Terms of Service (TOS) electronically or in writing, and/or by using SYNTACTICS Services, including but not limited to submission of content to our design department, payment or authorization of payment or sale, you (Client) agree to be bound by the following terms and conditions. You also agree that your electronic acceptance of these TOS shall have the same force and effect as if you had agreed to these TOS in writing.

2. Description of Service

SYNTACTICS designs and hosts Websites and provides other Website-related services (Service) including, but not limited to: support and modification of Websites, e-commerce, flash, Web traffic building, database development, easy interface for updating the Website (Dynamic administrator control panels), e-mail accounts and additional Website related services. You understand that the Service may include certain communications from SYNTACTICS such as advertisements, notices, service announcements and newsletters. You are responsible for obtaining access to SYNTACTICS’ Service that may involve 3rd party fees (including but not limited to ISP, merchant account and gateway). You are also responsible for all equipment and software necessary to access SYNTACTICS’ Service.

3. Electronic Delivery Policy

SYNTACTICS is a website-related business and transacts with its clients electronically. When you accept this TOS you consent to receive electronically from SYNTACTICS any notices, agreements, disclosures, or other communications (Notices). You agree that SYNTACTICS can send you electronic Notices in either of the following ways. 1) To the e-mail address you provided to SYNTACTICS at the time of sale or 2) to the new e-mail address account you set up/purchased through SYNTACTICS. You agree to check your designated e-mail addresses regularly for Notices. Notice from SYNTACTICS is effective when sent by SYNTACTICS, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery.

4. Privacy Policy

Personal data and certain other information about you are subject to our Privacy Policy.

5. Unacceptable Practices

As we strive to offer the very best service, there are certain guidelines and policies that must govern our efforts and relationships with our clients. Practices that are in violation of these guidelines and policies are strictly forbidden and will result in the immediate termination of our service. Such decisions are at the sole discretion of Syntactics. Unacceptable practices include, but are not limited to:

Adult or pornographic material
Bulk e-mailing tools
Distribution of Internet viruses or other harmful or destructive activity
Gambling, gaming, lotteries, and like activities
Harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, chauvinistically, ethnically or otherwise objectionable Content or language.
Content or language that is harmful to minors in any way.
Illegal activities, such as ponzi schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or Content that infringes on third parties’ intellectual properties
Intentional or unintentional violations of any applicable local, state, national or international law.
Reselling e-mail accounts or hosting accounts to third parties
Spamming and all other forms of unsolicited messages including, but not limited to: spam, pyramid schemes, chain letters, and junk e-mail
Links to other sites that are in violation of Syntactics’ policies and guidelines
Other activities, whether lawful or unlawful, that SYNTACTICS deems to be in poor taste or that reflect adversely on SYNTACTICS or our other clients

As a SYNTACTICS Client, you agree to conduct your business in a legal and professional manner. You understand that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on your Website is the sole responsibility of the Client. You are fully responsible for all Website Content and agree to hold SYNTACTICS harmless in the event of third parties’ legal issues brought against you for your business practices. SYNTACTICS retains the right to terminate any accounts that are in violation with the letter or spirit of these TOS.

If the website is designed to be a dynamic website, you have the ability to update your contents and articles yourself and you will have access to editing tools for your Website. You may edit, add or delete Content to your Website at anytime. With this understanding SYNTACTICS may or may not pre-screen Content. SYNTACTICS shall have the right (but not the obligation) to pre-screen and refuse or remove any Content at its sole discretion. You agree that you bear all risks associated with the use of all Content, whether edited or written by SYNTACTICS or not, including any reliance upon accuracy, usefulness or completeness.

You acknowledge that SYNTACTICS may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of SYNTACTICS and the public.

6. Intellectual Property Policy

SYNTACTICS respects copyright laws and the intellectual property of others. SYNTACTICS may terminate accounts for copyright infringement. The client MUST own copyright, or have reproduction rights, of all artwork, trade names, photographs, and other materials supplied to Syntactics, Inc. for inclusion on the clients web site. The client shall indemnify Syntactics, Inc. against any costs whatsoever in connection with the ownership of copyright or reproduction rights. The client shall have full liability for the consequences of the contents of their site as long as the site reflects the clients' instructions to us. Customer's logos, artwork, graphics and photographs remain the Copyright of the customer. Design, graphics and programming produced by Syntactics, Inc. remain the intellectual property, of Syntactics, Inc. unless otherwise agreed. Copyright of any CGI or javascripts within the website will remain the property of Syntactics, Inc. for the duration of the websites existence and shall not be modified or reused without the express permission of Syntactics, Inc.. All domain names are registered in the clients name and not that of Syntactics, Inc..

7. International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all laws regarding the transmission of technical data exported from the United States or the country in which you reside.

8. Website Construction Procedure: With the help and input from the Client, SYNTACTICS will prepare the appropriate custom design and text for the Website. Client must submit complete Content to the design department before site construction begins on the custom Website. Client may submit Content directly to designer through e-mail, or regular mail. After Content is submitted by the Client the site will move to the layout and design department. Once the layout and design are approved by the Client the site will move to the text and html department. SYNTACTICS will add the text and Content to the Website. The text may be reviewed by the SYNTACTICS QC team before site goes live to correct any possible errors. The site will temporarily be hosted in a syntactic temporary site for the Client’s review and approval. SYNTACTICS will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the Website. After the Client approves the text and Content added to the Website, the Website will go live. Client will be notified by e-mail that the Website is now live. Once the Website is live, Client may contact the SYNTACTICS Technical Support Department or contact person for any and all future changes or questions. Client understands that the Website may be taken live “as-is” or “under construction” if we do not receive Client’s response to missing information requests or requests to approve completed Website within two weeks.

SYNTACTICS does not guarantee a time frame for completion of the custom Website as Content may continue to be submitted by Client throughout the design process. SYNTACTICS cannot start and complete the design of the custom Website until complete Content is submitted. If Client continues submitting additional Content, this increases the design time frame. If Client does not submit complete Content and SYNTACTICS is not able to start or complete the custom Website design, Client is still responsible for all fees incurred including, but not limited to, set-up, enhancement and monthly hosting charges that begin accruing from date of sale.

9. Website Change Requests During Design Process: SYNTACTICS agrees to build a Website or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale prior to the custom Website going live will be billed at SYNTACTICS’ standard hourly rate. SYNTACTICS is not obligated to complete Client requests or changes outside of the scope of work or the original invoice quote. If SYNTACTICS does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due. If Client requests changes to a pre-packaged database, store or previously built database these are to be billed based on an hourly rate. There is no guarantee that changes made by SYNTACTICS to a previously built database or store module will work and all fees invoiced and/or paid for Client requested changes are non-refundable.

10. Hosting and Domain Name Registration: Hosting and domain name registration is not inclusive in this TOS. If the client opts for Syntactics services in hosting and domain name registration, this shall be covered in a separate agreement.

11. Invoicing, Payment and Tender Validity

Tenders and Quotes are valid for 30 days from the date of the Tender or Quote. All prices quoted may be subject to change without notice after this period. Payment for the services must (unless otherwise agreed with Syntactics, Inc.) be made as follows: 40% in advance, next 30% after approval and final 30% after completion of the project but before uploading. design modifications will be a charged extra. Payment shall be made in USD to Syntactics, Inc.. Payments are due within 14 days of presentation of invoice. Client shall have the option to make payment through western union money transfer and shall cover for the transaction or the client can also pay through credit card wherein the client shall receive an email billing wherein the client shall click on the link to input the required credit card information.

In the event that any amount remains unpaid fourteen days after invoice date, Syntactics, Inc. reserves the right to discontinue, withhold, or suspend services to the customer to whom such unpaid amounts relate. Once Syntactics, Inc. has undertaken a commission for services, a cancellation fee of 75% will apply if the contract is terminated through no fault of Syntactics, Inc..An interim invoice will also be levied for 75% of the total quotation value if website content is not received within 30 days of commission. The final invoice will be issued when work has been completed on the customer's website design. Website code and graphics will not be released to the customer until payment is received in full. Any further modifications to the website will be chargeable under separate terms.

12. Termination: SYNTACTICS, at its sole discretion, may terminate its service and remove and discard any Content, for any reason, including and without limitation, for lack of use, or if SYNTACTICS believes you have violated the TOS. SYNTACTICS may also at it sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of access to the Service under any provision of this TOS may be effected without prior notice and that SYNTACTICS may deactivate or delete Client’s account and all related information files. You agree that SYNTACTICS shall not be liable to Client or any third-party for any termination of Services. Paid accounts that are terminated will not be refunded.

SYNTACTICS also reserves the right to discontinue the designing of Client’s Website at any time, at SYNTACTICS’ sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by SYNTACTICS

Additionally, accounts that become 30 days delinquent will be terminated.

13. Use of Client Information

Client hereby agrees that any information or ideas submitted to SYNTACTICS by any means may be used by SYNTACTICS without compensation or liability to you for any purpose whatsoever, including but not limited to developing Websites, databases, ecommerce and developing, manufacturing and marketing other products. This provision does not apply to Client Content or to personal information that is subject to our privacy policy.

Client hereby gives permission to SYNTACTICS to use samples or links to Client’s custom Website designed by SYNTACTICS for marketing and advertising purposes, including but not limited to use in our online client portfolio.

14. Third Party Services

From time to time third parties may offer service to SYNTACTICS Clients. Use of such third party services will be at your own risk and subject to the terms and conditions of those third parties. SYNTACTICS does not represent and warrant that use or access to any third party services will be compatible, uninterrupted, error free, without defects or that you will be able to access SYNTACTICS’ Service. You also agree that SYNTACTICS is under no obligation to provide you with any enhancements, updates, or fixes to make SYNTACTICS’ Service accessible through any third party applications.

15. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT SYNTACTICS, IT’S SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, (EVEN IF SYNTACTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR INABILITY TO USE SYNTACTICS’ SERVICE, RELIANCE ON SYNTACTICS SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF SYNTACTICS’ SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES.) THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH SYNTACTICS’ SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO SYNTACTICS’ SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO SYNTACTICS’ SERVICES.

Without limiting the foregoing, under no circumstance shall SYNTACTICS be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualty, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. SYNTACTICS’ full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to SYNTACTICS.

16. Indemnification

You agree to defend, indemnify and hold harmless SYNTACTICS, it’s directors, officers, employees and agents from and against all claims and expenses, including attorney’s fees that may arise or result from any Content you submit, post, transmit or make available through SYNTACTICS’ Service, from any product sold by Client, its agents or employees or assigns, from any Service provided or performed or agreed to be performed by SYNTACTICS or from your violation of the TOS or your violation of any rights of another.

17. Notice: Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by e-mail, facsimile or certified mail, return receipt requested, to the address set forth below. If you choose to send your request by e-mail or facsimile, you must also send a copy of your request by mail (to the address below) as confirmation of your request.

Syntactics, Inc.
Rosario Arcade, Limketkai Center
Cagayan de Oro City
Attn: Stephanie Caragos

18. Severability: In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms.

19. General Information: This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of SYNTACTICS. All representations not in writing are null and void. Written agreements may include, but are not limited to e-mails and electronic acceptance of this Terms of Service.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.