TERMS AND CONDITIONS OF TRADE
1.1 Wide Open Media Pty Ltd ABN 47114532713
1.2 The Client the person and/or company or organisation nominated as the recipient of any proposal, estimate or Quote prepared by Wide Open Media.
1.3 A Quote includes; an outline of the work required in order to fulfil The Client’s instructions and the supply of any Goods arising from those instructions, an estimate of the fees and cost of bought-in services for the performance of such work. Quotes are valid for a period of 30 days from day of issue.
1.4 Goods means the final goods produced by Wide Open Media by completing the Order.
1.5 Order will be as a letter of agreement between the Client and Wide Open Media concerning the work outlined in this Quote. A faxed or scanned copy of an Wide Open Media quotation signed as approved by The Client will serve as an interim Order. An email response noting the quotation or estimate number, the date and approval to proceed by The Client will serve as an interim Order.
2 APPLICATION OF TERMS AND CONDITIONS
2.1 These Terms and Conditions form part of any contract between The Client and Wide Open Media for the supply of goods and/or services by Wide Open Media to The Client.
3.1 The contents of the Quote and any attachments in the form of design roughs, mock-ups or samples have been supplied in confidence. The Client agrees not to disclose this information, with exception of specifications originally supplied by The Client, to any competing design firm, agency or production company.
4 COMMENCEMENT OF WORK
4.1 The Client agrees to provide written approval by means of an Order (para 1.5) before any work is commenced.
5 FEES FOR SERVICE
5.1 It is agreed that the fees listed within the Quote refer only to the work outlined within the Quote. These fees do not cover excess work or alterations.
6 EXCESS WORK AND ALTERATIONS
6.1 Any work requested by The Client involving additions to the list in the Quote is defined as excess work. Once the work or a portion of the work has been accepted (by being signed off by an authorised representative of The Client), changes requested by The Client are classified as alterations. Excess work and alterations will be carried out by Wide Open Media only when requested in writing by The Client.
7 BOUGHT-IN SERVICES
7.1 All bought-in services will be billed to The Client. ‘Bought-in services’ are any service not performed by Wide Open Media but required in the production of the work in the Quote (e.g. commissioned photography and illustration, commissioned copywriting and typography, scanning, printing, couriers, coding).
8.1 In addition to any fees for service The Client agrees to supply, at no cost, up to 12 printed samples of printed Goods produced by Wide Open Media for The Client.
9.1 The Client agrees to pay the total invoiced amount within 14 days of issue of an invoice.
9.2 For invoiced amounts not paid with 30 days of date of issue Wide Open Media may charge interest at a rate equal to the aggregate of 1% and the National Australia Bank Overdraft Rate (also called the Business Mortgage fixed rate).
9.3 If the period of the contract exceeds four calendar weeks in duration, The Client agrees to payment by calendar monthly invoices based on the work done to date.
9.4 Should The Client wish to dispute the content of an invoice, notice must be sent within 14 days of the date of issue of the invoice in writing or by email to Wide Open Media. Otherwise Wide Open Media will deem the invoice to have been accepted as correct by The Client.
9.5 Should The Client require additional time to pay an invoice, notice must be sent within 30 days of the date of issue of the invoice in writing or by email to Wide Open Media. Mutually agreed terms may then be negotiated and confirmed in writing.
10 FAILURE TO PAY
10.1 The Client must pay to Wide Open Media any costs, expenses or losses incurred as a result of The Client’s failure to pay the full amount of any outstanding invoice that is not in dispute (para 9.4), including but not exclusive to debt collection and legal costs.
10.2 Wide Open Media will deem that The Client has failed to pay when the full amount of an invoice is not paid within 120 days from the date of issue of the invoice.
10.3 Failure to pay annual invoiced (renewal) fees for website hosting will result in access to The Client’s website and/or sub-sites being blocked.
10.4 Failure to pay for renewal of domain name registration will result in loss of access to that domain name and potential permanent loss of availability of that domain name to The Client.
11 GOODS AND SERVICES TAX
11.1 The Client is liable to pay to Wide Open Media all appropriate GST liabilities that arise as a result of the work outlined in the accepted Quote and also for any excess work and/or alterations requested subsequently by The Client.
12.1 Wide Open Media shall retain copyright to any original work created by Wide Open Media.
13 OUTRIGHT PURCHASE OF COPYRIGHT
13.1 It is agreed that transfer of copyright by outright purchase shall be formalised in writing only. Outright purchase does not entitle The Client to alter the work produced in any way.
14 REPRODUCTION, RE-USE & EXTENDED USE OF ARTWORK
14.1 It is agreed the work in this Quote is governed by one time usage rights only. Re-printings of identical artwork and production specifications are included in this one-time use.
14.2 It is agreed that other reproduction rights and relevant fees shall be negotiated between The Client and Wide Open Media should the need arise.
14.3 Where Wide Open Media retains the copyright to work outlined in this Quote and The Client wishes to re-use or extend the use of this work, or a portion of this work, The Client agrees to contact Wide Open Media to arrange for this additional work to be done or to negotiate a mutually acceptable license fee payable to Wide Open Media.
15 INTERIM ARTWORK AND WORKING FILES
15.1 Any interim artwork required for the production of the Goods as outlined in the Quote produced as a digital file (including, but not limited to, the digital file formats .psd, .tif, .eps, .bmp, .gif, .ai, .swf, .js, .rtf, .fla, files created in any page layout, image editing and/or creation, interactive media software programs and any other such program that may be required in the creation of the original work), on paper, computer disk or any medium whatsoever, shall remain the sole property of Wide Open Media unless negotiated in writing otherwise.
16 AMENDMENTS TO THESE TERMS AND CONDITIONS
16.1 All and any amendments to the terms and conditions outlined in this Quote must be provided in writing by The Client and signed by an authorised representative of Wide Open Media before the commencement of the work in this Quote.
17 TERMINATION PRIOR TO COMPLETION
17.1 The Client or Wide Open Media or both may request that the contract be terminated at any stage. The contract will terminate on payment of a mutually agreed figure for the work completed to the date of the request for termination.
18.1 It is agreed that Wide Open Media shall only be liable for the correction of any errors made by Wide Open Media during the production of the work outlined in this Quote. It is agreed that ultimate responsibility for proofing of the work outlined in this Quote rests with The Client. In the event of a dispute, Wide Open Media will not be liable for more than the cost of the work outlined in this Quote.
19 FORCE MAJEURE
19.1 Wide Open Media will have no liability to The Client in relation to any loss, damage or expense caused by Wide Open Media’s failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Wide Open Media’s normal suppliers to supply necessary materials or any other matter beyond the control of Wide Open Media.
CLICKEMART TERMS & CONDITIONS
The following terms and conditions apply to all web site development and hosting services licensed from clickemart Pty Ltd (ABN 25 138 607 968). By accepting a quote either verbally or in writing or ordering a product from clickemart you are agreeing to the following terms and conditions.
a. All prices are inclusive of GST unless otherwise stated.
b. Quotes are valid for 28 days.
c. Cancellation charges apply. Once commission has commenced, Monthly spend times the remaining months applies to all terminated contracts and must be paid in full at time of termination.
d. It is the customers’ responsibility to ensure that any web site is lawful, does not infringe any copyright or any other laws. It is also the customers’ responsibility to carry out any market research as to the viability and profitability of any project before accepting any quote.
e. We reserve the right to refuse to construct or host a web site that we may judge as unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography; sites that promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites that infringe copyright or are contrary to Australian laws.
f. The acceptance of a quote either verbally or in writing shall be deemed as a contractual agreement between the client and clickemart™.
g. At project acceptance clickemart™ can provide an estimated completion date, however we cannot guarantee this date as a final completion date.
h. A deposit of no less than 25% must be provided before project commencement. Once a commission has commenced it will be completed using the information, data, text and images provided at project commencement or during the design phase.
i. Once the design process has been completed the project will be presented to the client who may make any changes to design and content.
j. clickemart™ will initially place the client’s web site on a demonstration server in order that the client may view and comment upon the project.
k. clickemart™ reserves the right to alter our prices at any time without prior notice. If a quote at an original price has been made it will be valid for 28 days and subsequently during the life of the current commission, however additional work may be charged for using the new pricing structure.
l. When a quote has been accepted and a developed project approved by the client, any subsequent invoice issued as per your 12-month contract term must be paid within 30 days regardless of the amount of content that the client still has to provide to clickemart™.
m. A client’s site will be hosted once approval of the design and content is given however we reserve the right to remove the site at any time if any invoice falls outside our trading terms until such time that the invoice is paid in full.
n. Content or features listed in the original quote but not provided during the development phase by the client will be added at any time in the future, however invoices must be paid in full including sections which the client still has to provide content for.
o. All material, both text and images supplied by the client and used in the construction of the client’s web site, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.
p. The copyright for all material provided by clickemart™, such as source code, graphics, photographs, video, animation and text, will remain the property of clickemart™ until such time as payment has been made in full over the contract term agreed whereupon they will become the property of the client.
q. clickemart™ produce projects where every effort is made to display the pages acceptably on most popular browsers currently available, however we cannot accept responsibility for pages which don’t display properly on versions of browsers released after the project is completed.
r. The client is ultimately responsible for checking the correctness of the site before they give clickemart™ the go ahead to make the site publicly available.
s. When a client agrees that a site can be made publicly available they are agreeing that the design and development of the site has satisfied all their requirements.
t. Customers wishing to cancel a web site hosting, support or updating package must inform us before the site is live otherwise full annual payment will be required.
u. The system that runs your website remains the property of clickemart™ at all times. The coding, programming and intellectual property that creates your website is owned by clickemart™. In purchasing a website package with us you own the style, design and graphic design of the website. You also own all of the content that you place onto your website. The content, style and design on your website will be made available to you if you elect to leave clickemart™.
v. clickemart™ reserves the right to use client websites, web design, layouts, wireframes and collateral in advertising and or marketing initiatives. This may include portfolio examples on our website, case studies and other promotional initiatives, and discrete links at the foot of the pages on the supplied website.
w. clickemart™ provides a telephone support 1300 clicke (254253) during business hours 9am-6pm (AEST) and an email support service on firstname.lastname@example.org
x. All support issues requiring less than 2 hours work will be resolved within 24 hours of the support ticket being logged. If faster support is required, this may attract an additional fee payable upfront of $125 p/h.
y. Support issues requiring more than 2 hours work will attract an additional fee of $125 p/h.
a. By agreeing to these terms and conditions your statutory rights are not affected.
b. Our payment terms are 14 days. Payments can be made by cheque to PO BOX 755, Strawberry Hills NSW 2012 or by EFT into our account or Credit Card. Please refer to our invoicing for bank details and payment options.
c. Any payment returned by the bank will incur a $15 administration charge. This will be invoiced separately and will be payable immediately in addition to the overdue amount.
HOSTING, SUPPORT AND UPDATING SERVICE AGREEMENTS
a. Your clickemart website must be hosted on our servers for the duration of your contract with clickemart. Given the nature of our Content Management System (CMS) we can not build or support your website unless it is hosted by us.
b. clickemart offers renewable service agreement packages of hosting and updating which can be purchased at the completion of your contract term.
c. These include hosting, content updating and search engine submissions. These packages are quoted for either on application or at time of quoting for a full project.
d. Hosting, support and updating services will continue to be billed monthly at the completion of your contract unless notification is received in writing. Please allow 14 days for the processing of any cancellation requests.
e. Our content update service refers to any content, photographs or text, which replaces any current content. It does not extend to producing new sections or pages unless otherwise noted.
f. Quoted prices generally stay the same year on year but can change depending on the amount of content updated, additional sections added, bandwidth or web space used.
g. We submit clients sites to search engines however, we cannot guarantee inclusion or accept responsibility or liability if any search engine, online directory or search site, submitted to as part of a web site promotion commission, chooses not to list a client’s web site.
h. Hosting support and updating packages are renewed annually & invoiced monthly. Invoices are provided monthly and must be paid within terms. We reserve the right to remove the site at any time if your invoice falls outside our normal trading terms.
i. Customers wishing to cancel a hosting, support or updating package must inform us before the invoice date otherwise full annual payment will be required.
j. No partial refunds will be given for hosting, servicing or updating packages cancelled during the current billing month.
k. While we and our hosting partners take many steps to ensure that clients sites are always backed-up it is the clients responsibility to inform us when they make a change to the site so that we can then backup that specific part. For example databases of database driven sites.
Your privacy is important to us. We will not sell, lease of distribute your contact details to any 3rd party unless we are compelled to do so by law.
This website is governed by the laws of the state of NSW, Australia. Any dispute arising from the use of this website will be settled in this jurisdiction.
By agreeing to these terms and conditions your statutory rights are not affected.
Clickemart™ Pty Ltd will reserve the right to alter any of the above terms and conditions at any time