The terms and conditions as set out in this Agreement are between Sri Sai Global Pty Ltd t/as Woo Media (ABN: 91 604 153 675), (Provider) and the party as stated in the Quote (Client).
DEFINITIONS
The following capitalised terms have the meaning given to them in the Quote and Agreement, unless the context otherwise requires:
Agreement is this document which establishes the terms and conditions, but also includes the Quote and any written communication as agreed upon between the Parties
Delivery is the final product provided for review to the Client as
Client is the individual or business entity purchasing Services from the Company as set out in the Quote and referred to in this Agreement
Company is Sri Sai Global Pty Ltd incorporated in Australia under the ABN 91 604 153 675 trading as Woo Media
Force Majeure refers to an event that is beyond the reasonable control of either party. Events can include but are not limited to general health of an employee of the Company, act of God, riots, civil commotion, failure of transport network, failure of utility service, storm, fire, flood, government shutdown, pandemic, or Epidemic
GST is the Goods and Services Tax which is a broad-based tax of 10% on most goods, services and other items sold or consumed in Australia
Intellectual Property is an intangible asset such as copyright, patent, trademark, or design right that can be bought, sold, licensed or exchanged, where the intellectual property owner has the right to prevent the unauthorised use or sale of the property
Liability is almost every type of duty, obligation, debt, responsibility, or hazard arising by way of contract, tort, or statute that may be enforced by law and may impose financial obligations
Parties are the collective term referring to both the Client and the Provider
Provider is the Company providing services to the Client as set out in the Quote and referred to in this Agreement
Quote or Quotation is the written quotation prepared by the Company which sets out the various services it is offering to the Client including payment details
Services are services provided by the Company as detailed in this Agreement and set out in the Quote
Website refers to the subject of the Services provided to the Client as agreed between the Parties in the Quote
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set out in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (collectively known as “Parties” and individually as “Party”) agree as follows:
1. GENERAL SERVICES
The Client agrees to engage the Provider to offer the Client with the following Services. The extent and scope of Services are as follows:
1.1 The Website design, development, and hosting services that have been specified or discussed with the Client are what the Provider will offer1.2 Any written communication as agreed upon by the Parties form part of the Agreement
1.3 Anything that is not specified in email communication or discussed is not in the Delivery
1.4 Any modifications to the Services will be detailed on the Company’s website
1.5 The Provider can supply the written content for the pages nominated by the Client
1.6 The content is typically tailored to the Client’s company and established according to the Client’s knowledge
1.7 The creation of designs will typically incorporate the Client’s logo branding unless otherwise stated by the Client
1.8 Licensed partners will typically be the source of the images
1.9 In general, images, vectors, and compositions are created in good faith with the full responsibility of the Client
1.10 Integration and updating the mx records or zone editor records are done based on the Provider’s costings starting from $100/hour. Minimum time charged will be 2 hours, and in 60 mins timeslots thereafter.
1.11 Migration of mail to other platforms from $200 per account
1.12 If not specified in the Quote, the maximum number of pages the Provider will develop is 10 pages
2. SEARCH ENGINE OPTIMISATION (SEO) SERVICES
2.1 On-page SEO is typically not included in the fee with the exception of a simple project (fewer than $1000) or specifically added to the Agreement
2.2 On-page SEO is a component of basic SEO that includes adding meta data and descriptions to the created page(s)
2.3 The Provider is not responsible for listing the Client’s Website on Google or other search engines, unless agreed upon and specified as part of the written contract
2.4 SEO is not part of the Website design package, but it can be included separately after the Website design is finished and after discussion with one of the Provider’s representatives
3. WEBSITE DEVELOPMENT
3.1 Generally included are a contact form, embedded link of Google Maps, and internal page linking
3.2 A simple contact form is provided; it does not have upload capabilities or need multiple steps
3.3 There will be an additional charge for any changes made to the contact form or the webhook installation, which may include monthly fees or expenditures
3.4 The WordPress APIs and plugins can be used to integrate Google Maps
3.5 Any google services that are installed there will be an additional charge that may incur monthly fees or expenditures
3.6 The Client is to provide the Google Maps subscription/API keys
3.7 The Provider strategically incorporates Calls to Action as part of the Website Development
3.8 The Client should inform the Provider should they encounter any problems with the responsive Website design or smart device friendliness
3.9 The Provider may have to utilise premium plugins, or Pro versions when creating the Website
3.10 The Client can request the Provider if they require access to those plugins for a price.
3.11 Some pro versions will be dormant or removed once the Website is handed over
3.12 The Client may always buy the plugins themselves and have the Provider update the licences
3.13 Website development generally takes between four to six (4-6) weeks of turnaround time. That time frame can be brought forward in certain circumstances depending on the developer’s time and discretion
4. HOSTING
4.1 The Provider can offer web hosting services as part of Website development at an additional cost
4.2 The Service offered by the Provider includes setting up frequent backups and host email.
4.3 With consent of the Client, the Provider will pay for and host the service on the Client’s behalf
4.4 The hosting service can be monthly or yearly depending on the contract an unless otherwise noted, the hosting service will renew annually unless cancelled one month in advance
4.5 There will also be maintenance cost which will vary month to month or year to year depending on the Provider’s third-party supplier
4.6 If the hosting needs to be moved to another person, an exit admin fee will be charged
5. REVISIONS
5.1 The Provider’s advice and recommendations are made with the best interests of the Client
5.2 During the development phase, the Provider permits a maximum of two (2) revisions if the Client wishes to alter any designs
5.3 Any additional revision will incur a development fee from $150/hour
5.4 One (1) full revision is permitted within two (2) weeks of the Website after completion and when ready for review, which includes changes to the images, sequence of the sections, headings, content.
5.5 Any vague revision comments will not be accepted such as “I do not like it”. Comments for revision must be specific.
5.6 The Client can request access to the stock images library so they can select the alternate images
5.7 Stock images cannot be modified, for example, “Change the colour of the shirt”
5.8 Review of the Website must be supplied on a word document
5.9 After the first full revision, the client is permitted to make 3 more individual changes (every change must not take more than 30 minutes of the developer’s/designer’s time)
5.10 Any further revisions that are required will incur a cost from $100 per hour
5.11 Once the design concept is delivered, any additional design changes needed will be done from $100 per hour
5.12 Any additional functionality or programming tasks will be done from $100 per hour
6. ADDITIONAL SERVICES CHARGED FOR
6.1 Additional Pages beyond the package selected/ specified in the agreement in any form (verbal/email or any other format)
6.2 Specialised copywriting (content for Website writing)
6.3 More than 800 words of content / per page uploaded
6.4 Modifications of pictures, extraction of images from pdf or any other source
6.5 Integration to any other external applications
6.6 Off-page SEO services
6.7 Any guarantees to the Google rankings
6.8 Any PPC or SMM campaigns
6.9 Social Media Profiles
6.10 E-commerce Website (unless specified in the contract). Please specify the number of products.
6.11 Mock-ups of your ideas without paid commitment to your site.
6.12 Animation services are additional unless specified as part of the contract.
6.13 Software integration.
6.14 Customer Relationship Management Systems.
6.15 External database integration.
6.16 Member registration or user login services.
6.17 Multiple internal menu categorisations for hidden sub-pages.
6.18 Foreign languages (other than English).
6.19 Analysis of Google Analytics data – (this is up to the Client to manage)
6.20 Registering and using CDN
7. THE CLIENT’S COMMITMENT
In order for the Provider to deliver their work effectively and efficiently, the Client must commit to:
7.1 Supply all photography and graphics for the Website at the Client’s expense (Any photography or graphics already in the template can be included free of charge)
7.2 Reply promptly to requests for logos, branding, images, and other information required to complete the Website
7.3 Follow the Provider’s instructions relating to the formats needed so work can be done effectively
7.4 Respond promptly to requests for feedback and approval of design concepts
7.5 Ensure any employee/representative of the Client’s business has the authority to make decisions relating to the Website on behalf of the company
7.6 Completely inform the Provider of their Website functionality needs before the project starts
7.7 Be responsible for ensuring specifications relating to Website functionality are either quoted under package functionality or additional functionality
7.8 Understand that any further capability requests that are not included in the project information will not be required of the Provider. If any additional functionality requirements become available and are within the Provider’s technological capability, it will first be quoted on agreed to before work commences.
7.9 The Provider reserves the right to refuse continued service if they believe that the Client is better suited to a designer who can meet them face to face to discuss their ideas or if the Client deals with the Provider in a rude manner
7.10 If any staff member of the Provider receives communication that is abusive and/or threatening in nature, service will be refused and, in such instances, no refund will be provided
7.11 The Client agrees not to employ or offer to employ anyone designated by the Company to work on the Services during the term of the Agreement and for a term of twelve (12) months after
8. TERMINATION
8.1 Either Party may terminate this Agreement with ten (10) days written notice
8.2 Termination will occur immediately upon written notice if the defaulting party breaches a material term of this Agreement, or the defaulting party is unable to pay its debts as they fall due
8.3 Upon termination, the Provider will cease providing their Services
8.4 The Client is to pay for all Services prior to termination including Services that have been provided and have not yet been invoiced
8.5 Any costs arising from termination is due and payable (including legal fees, debt collector fees, and mercantile agent fees)
8.6 Upon termination, the Client agrees to return, or delete, or destroy any information, documentation, or material owned by the Provider that is in the Client’s possession subject to any intellectual Property rights
9. PAYMENT
9.1 The Client agrees to pay for the Services provided and any other amount payable under this Agreement and as per the quotation
9.2 All prices are quoted in Australian Dollar (AUD) and exclude GST (unless otherwise stated)
9.3 A quotation will be provided for payment of Services before any work commences
9.4 At least 50% deposit is required to be paid before the Provider begins the Client’s project
9.5 The remaining 50% will be invoiced when the site is ready to review
9.6 If any work is less than or equal to $2000, the entire amount will be due and payable before beginning the Client’s project
9.7 The deposit is non-refundable as it covers the costs to purchase the template, initial consultation, and design work.
9.8 If the final review by the Client is taking longer than required, payment must be made in full within a maximum time of two (2) weeks from the date ready to review as notified by the Provider (this is not the launch phase which occurs once the content is loaded)
9.9 Additional functionality may be invoiced as it is completed or in a combined invoice with the design package remainder.
9.10 All invoices are due a maximum of up-to seven (7) days from the invoice date unless otherwise stated
9.11 In extreme cases where the Client continues to not pay, the Provider reserves the right to engage their collections agency to obtain any outstanding funds. In such cases, the Client agrees to pay any associated collection costs
9.12 If the Client continues to not pay, the Provider has the discretion to charge interest equal to the cash rate as set by the Reserve Bank of Australia plus 2% per annum
9.13 Interest will be calculated daily and compound monthly on any amounts unpaid after the payment due date
10. HOW THE DEVELOPED WEBSITE FUNCTIONS
10.1 After the Website is created, the Client can log in and start adding material using the Content Management System (CMS)
10.2 The Website’s footer/contact/about us page will have an unobtrusive statement saying “Website designed & maintained by Woo Media” or some other message with a backlink to the Company’s website
10.3 The Provider may also choose to include the Website in their portfolio to showcase their work
10.4 The Website will operate on all latest versions of the most popular web browsers (Internet Explorer, Firefox/Mozilla, Chrome, and Safari) provided that they are installed correctly
10.5 Resolution of the Website will be 1920 x 1080 px (Full HD). If added resolution is required, the Provider must be notified by the Client
10.6 The appearance of the Website may differ slightly from browser to browser due to the way browsers render content
10.7 Optimisation of Website displays on smart phones can be done at a cost of a minimum of $100/hour
10.8 The Provider does not perform any third-party software integrations as part of their service
10.9 The Provider does not perform any third-party software integrations as part of their service
10.10 If the Client wishes to integrate any third-party software, the Provider does not take any responsibility for any issues relating to the suitability, functionality, or compatibility of that software with the Website
11. INTELLECTUAL PROPERTY
11.1 The Provider does not take any responsibility for any issues relating to copyright infringement based on text, images, or any other material provided to the Provider
11.2 The Client has responsibility to take reasonable steps to ensure the content they provide is not under copyright
11.3 The Provider will comply with court authority if instructed to take down supplied content found to infringe on copyright
11.4 The Client will be responsible for all costs related to copyright infringement, including development time to comply with court requests
11.5 The Client continues to own any and all information it shares with the Provider during the term of this Agreement for the purposes of the design project
11.6 Upon completion of the project, the Client will own the final Website design
11.7 The Provider is granted the right and licence, for the duration of the Agreement, to use the Client’s intellectual property for the purpose of the obligations under this Agreement
11.8 The Client must not commit any intellectual property breach and must notify the Provider in the circumstances where it does
12. LIABILITY
12.1 The Provider will deliver Services with due care and skill and will ensure that Services match the ones advertised.
12.2 The Australian Consumer Law (ACL) confers the Client with consumer protection rights, warranties, guarantees, and remedies relating to services which cannot be excluded, restricted, or modified
12.3 Liability for services is governed by the ACL and this agreement
12.4 The Provider, its employees, contractors, or any of their respective directors, agents, or content/service providers will not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising from or directly or indirectly related to the Delivery of Services provided, including Website services and/or publication, logo, and/or graphic design, email systems, advertising.
12.5 Clause 12.4 includes, without limitation, loss of revenue, or anticipated profits, or lost business, unrelated and/or indirect business expenses, business delays, loss of data and/or sales, or cost of substitute services, even if Small Business Web Designs or its representative or such individual has been advised of the possibility of such damages.
12.6 Neither Party will be liable for delay or failure to perform their obligations under this Agreement if it is caused by Force Majeure Event.
12.7 With the exception of the Client’s rights under the law protecting consumers, liability is excluded for the Client and its personnel’s acts or omissions, any use of the Services by a person other than the Client, any works, services, goods, materials, or items that are not a part of the Services described in this Agreement, computing environment, any Third Party Inputs, events beyond the Company’s reasonable control (including Force Majeure Events), consequential loss, and delays in the provision of the Services
12.8 At the Provider’s discretion, liability for provision of Services is limited to the resupply of the Services or repayment of the price paid by the Client for the relevant Services, subject to consumer law rights
13. LIMITATION OF LIABILITY
13.1 The Company will not be liable for:
a) Circumstances beyond the control of the Provider
b) Use or application of Services by a person other than the Client
c) Any work not forming part of the Services provided
d) Third party inputs
e) Misuse of the Services
f) Injury or loss to any person
g) Breach of this Agreement or any Law by the Client
14. PRIVACY POLICY
14.1 The Client should refer to the Company’s website for the complete privacy policy
14.2 The Provider will handle the Client’s personal information in accordance with the privacy policy as set out on the Company’s website
15. CONFIDENTIALITY
15.1 The Client must ensure that all confidential information is kept confidential and not be used or permitted any unauthorised use. This does not apply if disclosure is required by law
16. INDEMNIFICATION
16.1 As a result of the Company providing the Services in accordance with the Quote, Specification, or the content of the Client’s advertising or web pages, which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights, the Client shall indemnify and hold the Company indemnified in full against all liabilities, costs and expenses of any kind and however incurred by the Company in respect of any third parties.
16.2 The Client hereby agrees to indemnify and hold the Company indemnified against any and all costs, claims, or proceedings whatsoever brought against the Company by any third party in connection with any breach by the Client of any applicable rules, regulations, codes of practise, and laws relating to its use of the Services, including without limitation its obligations under the Australian Privacy Act 1988, and equivalent legislation.
17. DISPUTE RESOLUTION
17.1 Any dispute that arises from this Agreement should first try to be resolved through negotiation with a senior representative of the other party, outside of commencing court proceedings
17.2 The Parties will attempt to resolve disputes through negotiation by mediation and arbitration first before any legal proceedings are commenced
17.3 This section does not exclude either party from exercising any remedies through legal action
17.4 This Agreement will be governed by the laws of New South Wales, Australia. All disputes that may arise will fall under the jurisdiction of the courts in New South Wales
18. ACCEPTANCE OF SERVICES
18.1 The Client accepts the Services as detailed in the Quote and accepts this Agreement by:
a) Signing and returning the Quote to the Provider (physically or electronically)
b) Making part/full payment of the price as set out in the Quote (including any deposit)
18.2 The Parties acknowledge that the Quote supersedes any prior agreement or arrangement made between the parties orally or in writing
19. WARRANTIES AND OBLIGATIONS
19.1 Each Party warrants and agrees:
a) It has full legal capacity, right, authority, and power to enter into this Agreement, perform its obligations, and carry on its business
b) This Agreement constitutes a legal, valid, and binding agreement, enforceable according to its terms
c) To hold a valid ABN advised to the other Party
d) That it is registered for GST purposes
19.2 The Client represents, warrants, and agrees:
a) To comply with this Agreement and all applicable Laws
b) To not have relied on representations or warranties made by the Provider in relation to Services provided unless expressly stated in the Quote or in this Agreement
c) That it will provide all documentation, information, and instructions within a reasonable timeframe as specified by the Provider enabling them to provide the Services
d) That any information/documentation provided is true, correct, and complete
e) That it will give the Provider and its personnel access to the location where the Services are supplied
f) To not infringe on any third-party rights in working with the Provider and receiving the Services
19.3 If any term under this Agreement is found illegal, invalid, or unenforceable under any applicable law, the term shall be deemed omitted and not affect the legality, validity, or enforceability of the remaining terms