By placing an order with Jonathan Nicol, you confirm that you are in agreement with and bound by the terms and conditions set out below.
“Our Business” refers to Jonathan Nicol, sole trader.
“Client” refers to the company or individual engaging the services of Jonathan Nicol.
“Agreement” means the entire content of this Terms and Conditions document, the proposal document(s) and job quotation(s).
“Deliverables” means the services and work product specified in the Proposal to be delivered by Our Business to Client, in the form and media specified in the proposal.
“Services” means all services and the work product to be provided to Client by Our Business as described in this Agreement.
1. AUTHORISATION. Client authorises Our Business to perform the Services outlined in this Agreement on Clients’ behalf, which may include, but is not limited to, accessing their hosting account and web server, creating databases and applications, and submitting the project to search engines.
2. AGREEMENT SCOPE AND PERIOD. Services, costs and rates are limited to what is specifically set forth in this Agreement. Any additional services will require a new Agreement. Hourly rates outlined in this Agreement will remain fixed for a period of 6 months from the commencement date of this Agreement. We reserve the right to adjust our rates after this period.
3. PRODUCTION SCHEDULES. Production schedules will be established and adhered to by both Client and Our Business. Where production schedules are not adhered to by Client, final delivery date or dates will be adjusted accordingly.
4. PAYMENT
4.1. Client agrees to pay Our Business in accordance with the terms specified in each proposal/quotation. Client will be required to pay 50% of the project cost before commencement of work. Unless otherwise specified in the project proposal or quote, all subsequent balances due are payable upon completion of the project. Client shall assume responsibility for all collection or legal fees necessitated by default in payment.
4.2. If Client fails to pay any invoice, Our Business reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid.
4.3. If Client fails to supply content or approve Deliverables within the timeframes specified in this Agreement, Our Business reserves the right to invoice Client for Services performed, in the amount of a prorated portion of the quoted fees.
4.4. All outside costs including, but not limited to, domain registration, hosting fees, software licenses, font licenses and photography licenses, will be billed to Client unless otherwise otherwise specified in this Agreement.
5. CONFIDENTIALITY. Our Business will not disclose to any third party or use, other than for the purposes of this Agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement, which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by Client.
This obligation of confidence will cease to apply in relation to information that Our Business is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Our Business of its obligations of confidence under this Agreement.
6. ASSIGNMENT OF PROJECT. Our Business reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. Our Business will be responsible for the final results of the project.
7. PROMOTION. Our Business may display the Deliverables on Our Business’ website, and in design periodicals and other exhibits for the purposes of professional recognition. Likewise, Our Business may publicly describe its role in the project.
8. COPYRIGHT NOTICE. Copyright notice for the Web Site shall appear in the name of Client. Other copyright notices, such as for photography, illustration, and music, shall be included as required in the relevant releases.
9. AUTHORSHIP CREDIT. Authorship credit in the name of Our Business shall appear in the footer of the website, along with a link to Our Business’ website. If Client alters the website design, Our Business shall have the right to have Our Business’ name removed from the website.
10. FORCE MAJEURE. Our Business shall not be deemed in breach of this Agreement if Our Business is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Our Business or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Our Business’ control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Our Business shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
11. LIMITATION OF LIABILITY. The Services and the work product of Our Business are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Our Business parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Our Business.
In no event shall Our Business be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the Services provided by Our Business even if Our Business has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
12. TERMINATION. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties. In the event that work is postponed or terminated at the request of Client, Our Business shall be compensated for Services performed through the date of termination in the amount of a prorated portion of the fees due, and Client shall pay all expenses, fees and additional costs incurred through and up to, the date of cancellation.
1. CLIENT’S OWNERSHIP RIGHTS. After acceptance of the website and payment of all sums due by Client, Our Business shall assign Intellectual Property rights to the Client. These IP rights include all ownership rights, including any copyrights, in any logos, artwork, designs and text created by the Our Business and incorporated into a Deliverable, except as otherwise noted in this Agreement.
2. OUR BUSINESS’ OWNERSHIP RIGHTS. Our Business may incorporate pre-existing and newly developed software, source code and application tools (“Developer Tools”) into the Deliverables.
Our Business grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Developer Tools to the extent necessary to use the Deliverables. Our Business retains all other rights in the Developer Tools.
Client may not create derivative works from the Developer Tools.
Our Business retains all rights to any artwork that is not incorporated into a final Deliverable.
3. OWNERSHIP OF THIRD PARTY MATERIALS. Our Business shall inform Client of all proprietary third party materials that may be required to perform the Services, or otherwise integrated integrated into the Deliverables. Third party materials may include, but are not limited to, software applications, fonts and stock photography. Unless otherwise provided for by Client, Client shall obtain, at Client’s expense, the license(s) necessary to permit Client’s use of the third party materials.
All third party materials are the exclusive property of their respective owners, and may be used in the design and/or development of other websites separate to this Agreement.
4. RESERVATION OF RIGHTS. All rights not expressly granted shall be reserved by Our Business.
1. ASSET FORMATS. All content assets supplied to Our Business by Client, including text copy, images and logos, are to provided in a digital format suitable for incorporation into the Deliverables without further preparation.
2. COPYRIGHT CLEARANCE. Client is responsible for all trademark, servicemark, copyright and patent infringement clearances. Client is also responsible for arranging, prior to publication, any necessary legal clearance of materials Our Business uses for this project. Client indemnifies Our Business against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other intellectual property not under copyright ownership of Client.
3. ERRORS. It is Our Business’ responsibility to check carefully for accuracy in all respects, however, Our Business is not liable for errors or omissions. Client indemnifies Our Business against any loss or damage arising directly or indirectly from any errors and omissions.
1. DESIGN REVISIONS. If specified in the project proposal, Our Business will create designs for the look-and-feel, layout and functionality of Client’s web site. Our Business will provide up to 2 rounds of design revisions after the intial presentation of the design Deliverables, and before commencing work on the next milestone defined in the project schedule. Extended revisions outside of this scope will be charged at Our Business’ standard or overtime hourly rate.
2. TESTING AND ACCEPTANCE. Once each project milestone has, in the opinion of Our Business, been completed, Our Business will notify Client either verbally or in writing, and provide Client with an opportunity to test and review the Deliverable. Within 5 business days of receipt of each Deliverable, Client shall notify Our Business of any objections, corrections or amendments Client wishes made to the Deliverable. If Client determines that the Deliverable does not comply with the specifications described in this Agreement, Our Business agrees to carry out any necessary and reasonable amendments without extra charge. Any objections, corrections or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
3. MAINTENANCE AND HOURLY RATE. This Agreement includes minor web page maintenance to regular web pages over a 30 day period, such as updating links and making minor changes to a sentence or paragraph. The 30 day maintenance period commences upon the date the completed website has been uploaded and final payment made.
If Client or an agent other than Our Business attempts updating Client’s website in a way that causes damage to individual pages or the site’s architecture, time to repair the website will be assessed at our Business’ standard or overtime hourly rate, and is not included as part of the maintenance period.
Changes requested by Client beyond those limits will be billed at Our Business’ Standard or Overtime hourly rate. The standard timeframe for unscheduled changes is 10 business days. Priority scheduling will incur a 50% markup.
1. DOMAIN NAMES. All domain names registered for Client’s website are legally owned by Client. All domain name registrations are subject to availability and registration rules. Client manages their domain(s) and payment of fees unless Client requests in writing that Our Business manage the domain name(s) on behalf of Client. Our Business will then invoice Client when domain registration and renewal fees are due.
2. HOSTING. Hosting includes data space for the website and content, email services, data transmission and security management of the computer which hosts the site. Our Business leases hosting services from a third party hosting provider, VentraIP Group (Australia) Pty Ltd (“Host”), and will charge Client an annual fee for any hosting services provided to Client by the Host. Our Business will liaise with the Host on behalf of Client and to provide technical management of Client’s website.
Our Business will supply Client with credentials for any email accounts configured at the Host, but it is Client’s responsibility to configure their email software to send and receive email.
Our Business is not responsible in any way for the technical or customer service provided by third party hosting providers including but not limited to: uptime, connection issues, backups and security breaches.
Client agrees to be bound by any applicable laws and the Host’s terms and policies as outlined on their website: https://ventraip.com.au/terms-policies-agreements
If Client chooses another hosting provider, Client is responsible for contacting the chosen host for support relating to hosting matters. Our Business will charge for time spent liaising with the hosting company, technical management of the hosting service and supporting Client with hosting related issues.
3. BROWSER VARIANCE. Our Business tests websites using browsers with a share of the Australian browser market greater than 5%, or as specifed in this Agreement. Minor rendering variations are to be expected between browsers, and websites may not function in outdated browsers.
Our Business will test and optimise for additional browsers and versions if requested by Client before commencement of the project, and will charge Client for any necessary additional work at our Standard hourly rate. Time spent to redesign a website for compatibility due to the introduction of a new browser version will be negotiated separately to costs outlined in this Agreement.
4. TRANSFER OF SERVICE. Upon the end of our Agreement, Client is free to transfer the website to another service provider. Our Business will supply the last backup of the site and associated databases, and will cease storing Client’s data including website backups and content.
It is the Client’s responsibility to pay any costs incurred transferring the website and data to a new service.