This Terms & Conditions apply to the main website WebsiteChanges.com.au as well as in the sub-domain (also known as “microsites”). Please note that these websites may include links to websites of third parties whose privacy practices differ from those of WebsiteChanges.com.au. If you access / visit any of those websites, their Terms & Conditions statements is applicable and not ours.
Financial Arrangements
All prices quoted are valid for fifteen days from the date in which the quote was given. All deposits and fees paid are non-refundable after the design brief is returned to WebsiteChanges.com.au or after fourteen days has elapsed since the date of deposit paid. Refunds will be less a $100AUD+GST admin fee.
Once the website design has been signed off all fees are payable in due course, no cancellations will be accepted and all services ordered must be paid for in full.
Cost of the WebsiteChanges.com.au websites is a set price for design and development, then an ongoing monthly service fee.
The deposit for website design and development is due with order. The balance is due when the website has been signed off and handed over to the customer (i.e. the date when WebsiteChanges.com.au sends out the username and password).
Although WebsiteChanges.com.au reserves the right to change prices of accounts or services at any time, all pricing is guaranteed for the period of prepayment.
Terms of Services
1 In consideration of the payment of the Fee by the Client, WebsiteChanges.com.au will provide the Services in a professional and timely manner.
2 The Client will provide approvals, authorisations, information, passwords, instructions or such other matters as requested by in a timely manner. The Client acknowledges that any failure to do so may cause delivery dates to be delayed or extended.
3 Within seven days of the completion of any part of the Services by WebsiteChanges.com.au, and/or written notice that the Services (or any part of the Services) are complete, the Client must provide written notice of any defects, faults or bugs, failing which, the Services will be deemed to have been accepted.
4 Client acknowledges that registration of Domain Names is subject to availability, and rules, regulations and policies of ICANN. Where the Domain Name requested by the Client is unavailable, the Client and WebsiteChanges.com.au will use best endeavours to create an alternative that is
register able.
5 Client acknowledges that the elements of the Services, as notified by WebsiteChanges.com.au, contracted directly with the third party supplier, with WebsiteChanges.com.au acting as agent on behalf of the Client, in which cases:
(a) Client releases WebsiteChanges.com.au from any claim or action arising from the agreement, or the acts or omissions of the third party supplier; (b) Client indemnifies WebsiteChanges.com.au against any loss, cost or expense incurred by WebsiteChanges.com.au because of failure by Client to comply with its obligations under the third party agreement.
6 Where Client purchases Email Marketing services and provides a database to WebsiteChanges.com.au for the purpose of providing such services, the Client warrants that each addressee in the database has provided their ‘express consent’ to receiving emails from the Client in accordance with the provisions of the Spam Act 2003 (Cth). The Client hereby indemnifies WebsiteChanges.com.au against any loss, cost or penalty incurred by WebsiteChanges.com.au because of Client’s breach of this warranty.
Payment Of Fees
All invoices issued by WebsiteChanges.com.au are payable within seven days. Where invoices are outstanding, WebsiteChanges.com.au may:
(a) suspend provision of the Services until invoices are paid in full; and
(b) charge interest on any outstanding amounts, calculated daily at the rate 2% higher than the overdraft rate charged at that time by the bank where WebsiteChanges.com.au maintains its accounts.
All charges under this Agreement are exclusive of Goods and Services Tax. GST will be added to each invoice and will be payable by the Client.
WebsiteChanges.com.au may incur incidental costs outside the Purchase Order, including (without limitation) couriers, postage, hard copy mock-ups, burning of distilled files to CDs/DVDs, if the approval of the Client will be obtained for any cost in excess of $100. These costs will be added to each invoice and reimbursed by the Client.
Variations
Where the Client wishes to vary any element or specification in the Purchase Order:
(a) the parties will use best endeavours to confirm the variation in writing (with email being sufficient);
(b) if the Client accepts the varied element or specification, this will be deemed to be acceptance of the variation;
(c) WebsiteChanges.com.au will, at its discretion:
(i) charge an additional Fee for the variation, based on the additional hours or costs arising from the variation charged at its standard rates; or
(ii) negotiate an amendment to the Fee, 50% of which will be payable on agreement.
For the purpose of this clause, Vary means any change, edit, amendment, revision, alteration or addition, excepting only:
(a) corrections of any mistake or fault in the Services caused by WebsiteChanges.com.au; or
(b) minor polishes, corrections or revisions requiring less than 10 minutes per action (or 30 minutes in aggregate).
Liability
Any condition or warranty which would otherwise be implied in this Agreement is excluded. The liability of WebsiteChanges.com.au for any breach of any term, condition or warranty of this agreement, whether express or implied, will be limited to the total amount payable to WebsiteChanges.com.au for the provision of the Services under this Agreement. In particular, WebsiteChanges.com.au excludes liability for any loss or damage suffered by Client due to:
(a) any loss or damage to data, materials or software provided to WebsiteChanges.com.au in connection with the provision of the Services (the Client acknowledging that it is solely responsible for maintaining back-up copies);
(b) delay of delivery, where such delay is due to circumstances beyond the control of WebsiteChanges.com.au (including, without limitation, acts or omissions of couriers)
Where legislation implies any condition or warranty, and prohibits provisions excluding or modifying the liability of WebsiteChanges.com.au under such condition or warranty, the condition or warranty will be deemed to be included in the Agreement, however the liability of WebsiteChanges.com.au for any breach of such condition or warranty, will be limited, at the option of WebsiteChanges.com.au to one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of such goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again;
(ii) the payment of the cost of having the services supplied again.
The Client hereby releases WebsiteChanges.com.au (and its employees, officers, agents and contractors) from liability for:
(a) losses, damages, claims or expenses arising from any defect in or failure of any third party software used by WebsiteChanges.com.au in the course of the Services; and
(b) any loss of profits, indirect losses or consequential loss or damage which may be suffered or arise in respect of the Services or any of the actions or omissions of WebsiteChanges.com.au (or its employees, officers, agents and contractors).
Intellectual Property
Upon payment of all Fees and disbursements owing to WebsiteChanges.com.au, all intellectual property rights (including copyright) which may arise in the course of the provision of the Service (“the Rights”) will be assigned by WebsiteChanges.com.au to the Client, subject to Clause
All rights (including copyright) in software (including source or object code), methodologies and other material developed by WebsiteChanges.com.au prior to or otherwise independently of this Agreement will be retained by WebsiteChanges.com.au, notwithstanding that this material may be used in the provision of the Services. WebsiteChanges.com.au hereby grants the Client a non-exclusive licence, in perpetuity, to use this material for the purposes envisaged in the Purchase Order.
Where any intellectual property rights (including copyright and trade marks) are licensed or assigned from any third party in the course of the provision of the Services, the Client will comply with the terms of any such licence or assignment, as notified to the Client by WebsiteChanges.com.au.
The Client warrants that any information, works or materials it provides WebsiteChanges.com.au in connection with the provision of the Services will not be defamatory or otherwise infringe copyright or other rights of any third party, and the Client hereby indemnifies WebsiteChanges.com.au against any loss, claim, damages or expense suffered by WebsiteChanges.com.au as a result of any breach of this warranty. Client hereby grants WebsiteChanges.com.au a licence to use such information, works or materials for the purpose of providing the Services.
WebsiteChanges.com.au may reproduce and publish material (with the exception of confidential information) created in the course of the provision of the Services, for the purpose of securing future engagements and generally marketing itself.
Confidentiality
Both parties agree that they will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of the other party to any other person, except to our advisors or as they may be required to do so by law. Notwithstanding Clause 6.1, the Client agrees that WebsiteChanges.com.au may publish and advertise the fact that it has provided the Services for the purpose of securing future engagements and generally marketing itself.
Termination
1. Either party may terminate this Agreement immediately if the other party:
(a) Becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, bankruptcy or winding up; or
(b) breaches any material term of this Agreement and, having been given 48 hours written notice to rectify that breach, fails to do so.
2. If this Agreement is terminated under Termination Clause 1, WebsiteChanges.com.au may:
(a) retain any moneys paid by the Client prior to termination;
(b) forward to the Client an invoice for any other fees and expenses under this agreement which have been incurred but not invoiced to the Client;
(c) be regarded as discharged from any further obligations under this Agreement; and
(d) pursue any additional or alternative remedies provided by law.
General
This Agreement constitutes the entire agreement between the parties relating to the provision of the Services and cannot be altered except in writing signed by both parties.
The parties enter this Agreement as independent contractors and not as employer and employee, partners or joint ventures, or in any other capacity.
This Agreement will be governed by and construed in accordance with the laws of New South Wales and the parties submit to the jurisdiction of the courts of New South Wales.