This Agreement was entered into voluntarily between Code& Pty Ltd (ABN 42 615 231 340) Trading as “Code&, (Hereinafter called “C&”), on the day in which the Quotation/Invoice was issued by “C&” to the Customer/Client (Hereinafter called “The Client”).
“The Client” named herein this Quotation/Invoice, hereby agrees to the following Terms and Condition’s of Trade and Engagement of Services:-
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
2. Client Review
“C&” will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies“C&” otherwise within ten (10) days of the date the materials are made available to the Client.
3. Turnaround Time and Content Control
“C&” will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon “C&” receiving initial payment, unless a delay is specifically requested by the Client and agreed by “C&”.
In return, the Client agrees to delegate a single individual as a primary contact to aid “C&” with progressing the commission in a satisfactory and expedient manner.
During the project, “C&” will require the Client to provide website content; text, images, movies, sound files etc.
4. Failure to provide required website content
In order to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%.
If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so.
NOTE: Text content should be delivered as a Microsoft Word, Google Docs, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.
Using our content management system you are able to keep your content up to date yourself.
All Invoices issued by “C&” are payable as follows:-
(i)“The Client”, agrees to pay 50% of the amount shown herein this Quotation/Invoice, or as otherwise agreed to between “The Client” and “C&” in writing, at the time in which “The Client” approves acceptance of the Quotation/Invoice and the scope of works issued by “C&”.
(ii) The Balance is payable by “The Client” to “C&”, prior to, or simultaneously at the time the contracted work has been completed by “C&” on behalf of “The Client” (“The Hand Over”).
Payment for services is due by bank transfer. Bank details will be made available on invoices.
Any Invoice issued by “C&” and remaining outstanding for payment by “The Client”, beyond the time frame stated in (1.i & 1.ii) herein, will be subject to a “Late Payment Fee” equal to 1.0% per month or AUD$25.00 (Whichever is the greater of the two amount’s), until paid in full by “The Client” and received by “C&”.
“C&” has the rights to stop any site to go live, to suspend any live site and also to stop doing any work on a site if there is/are any outstanding accounts.
6. Additional Expenses
Client agrees to reimburse “C&” for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.
7. Web Browsers
“C&” makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that “C&” cannot guarantee correct functionality with all browser software across different operating systems.
“C&” cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, “C&” reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Code&’s Web space, “C&” will, at its discretion, remove all such material from its web space. “C&” is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay “C&” reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by “C&” in enforcing these Terms and Conditions.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
All “C&” services may be used for lawful purposes only. You agree to indemnify and hold “C&” harmless from any claims resulting from your use of our service that damages you or any other party.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants “C&” the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting “C&”permission and rights for use of the same and agrees to indemnify and hold harmless “C&” from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the “C&” that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
12. Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format via email and that all photographs and other graphics will be provided electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by “C&” to return to the Client any material provided for use in creation of the Client’s website, such return cannot be guaranteed.
13. Design Credit
A link to “C&” will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than $5000, a fixed fee of $500 will be applied. The Client also agrees that the website developed for the Client may be presented in Code&’s portfolio.
14. Access Requirements
If the Client’s website is to be installed on a third-party server, “C&” must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
15. Post-Placement Alterations
“C&” cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
16. Domain Names
“C&” may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of “C&”. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
18. Governing Law
This Agreement shall be governed by Australian Law.
“C&” hereby excludes itself, its Employees and or Agents from all and any liability from:
- Loss or damage caused by any inaccuracy;
- Loss or damage caused by omission;
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
- Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of “C&” to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.
21. After Sales Support
(i) You are eligible for 10 business days of free after sales support, at the discretion of “C&”. Free support is only available for problems that occur within website build, which are at the fault of “C&”. Outside of the 10 business days of after sales support, out of scope support fees are charged at a minimum of $150 per hour. A price list for out of scope support is available upon request.
(ii) After sales support is not immediate. For immediate and urgent requests, an additional cost to the support fee will be incurred. All support requests, including urgent requests, must be sent to firstname.lastname@example.org. Your request will be processed as a support ticket.