This document forms the basis of a standard agreement between:
“WEBSOFA”
(the provider of services, namely the entity WebSofa ABN 77 447 896 680)
and
THE “Client”
(the recipient of services nominated in the initial acceptance of quote for services, or otherwise any representative with the authority to act on behalf of the Client for the purposes of administering the agreement)
WebSofa aims to provide full disclosure about our services and the manner in which we deliver those services. The objective of this document is to provide clarity regarding the Terms and Conditions for services requested by the Client.
If a Client or potential Client requires further information regarding the delivery of our services they are invited to contact us via our website by clicking here.
For the purpose of this Agreement and unless otherwise stated in writing:
WebSofa will endeavour to provide a flat fee for its services unless stated otherwise in the quote. All quotes for our services are based on our understanding of the Client's requirements and a mutually agreed time-frame for delivery. In addition to the fee for WebSofa's services, the quotation will normally include ongoing annual charges for third party services such as hosting, SSL certificate and domain registration/transfer.
Any issue which could affect the complexity and therefore the timeframe for the project must be advised by the Client in advance and factored into the proposal for costing purposes. We operate in good faith and rely on our Clients to provide full disclosure at the time of quotation. Any additional costs associated with discrepancies arising either from unclear requirements or requirements that were not revealed in this initial phase will not be borne by WebSofa.
After acceptance of the requirements by both parties, any significant changes to functionality or changes to the required timeframe are likely to incur additional costs and will be estimated separately as variations.
The estimate for third party services will be based on provider costs at the time of the quotation being prepared. WebSofa reserves the right to incur additional charges in the event that third party costs escalate during the project lifecycle and at a stage before these services are procured.
The quotation provided by WebSofa will be valid for a period of 14 days. Acceptance of WebSofa's quote within this time period can be confirmed by the Client either verbally or in writing. Quotations that have expired beyond this 14 day period may be subject to change.
By accepting a quote for our services, you agree to and accept the Terms and Conditions documented within. Acceptance constitutes instruction to WebSofa to proceed with provision of services under these Terms and Conditions, unless these have been varied and the variations accepted by both parties in writing.
The person(s) accepting the quote and therefore providing instruction to WebSofa to initiate the services must be authorised by the Client to do so.
Unless otherwise agreed, the Client is responsible for providing all content to WebSofa, including text, images, video or audio. This content must be transferred to WebSofa before the completion of a two week period immediately following acceptance of the quotation. Development work by WebSofa will commence at the end of this two week period. Any delay after this point will result in an extension of project timeframes and may incur additional charges.
Quotations will be made on the assumption that all text supplied by the Client has been checked for accuracy before being supplied to WebSofa. Any additional effort required by WebSofa to produce or remediate text will cause delay and will result in extra charges at a rate of $75 per hour.
WebSofa assumes that all material provided by the Client, particularly images, is of suitable quality and does not infringe copyright (see below). Any work required to edit or manipulate images or to source alternative images will be performed outside of the scope of work and will be charged at $75/hour. Image requirements will be discussed during the Requirements gathering phase of the project.
WebSofa reserves the right to exclude any content that is deemed to be unsatisfactory.
By agreement with the Client, WebSofa will nominate an estimated timeframe for completion of the Client's work. WebSofa will make every effort to complete the project within the estimated timeframe.
At times there may be unforeseen circumstances that will delay the development process, such as in situations involving a dependency on a third party.
WebSofa will maintain regular communication with the Client to advise progress. Where possible, WebSofa will notify the Client in advance of any complexities affecting the effort and time taken to complete the project. WebSofa shall not be held liable for any unforeseen delay in the delivery of Services.
The estimates for all websites with a value less than $5000 are based on an assumption that the project will consume resources up to approximately eight to twelve working weeks. Depending on the complexity of the project, the required timeframe for delivery and availability of internal resources, WebSofa reserves the right to engage third party resources in order to assist meeting the project requirements.
For website development work, WebSofa will typically invoice at three separate intervals with payment terms of 7 days from invoice creation. WebSofa may negotiate alternative payment terms if requested by a Client:
i) An initial 50% of the quoted fee is payable upon acceptance of the quote, signalling initiation of the project;
ii) A further payment of 25% of the fee is required once development work is completed for testing and is available to be put into production, subject to Client authorisation;
iii) Following successful testing of work and once the website is in production, WebSofa will invoice for the remaining balance which will include the relevant third party charges for the website domain(s), SSL security certificate and hosting. These third party charges are renewable annually.
Unless otherwise agreed, a Client will be in default if full payment has not been made within 30 days of the final invoice date. Should the Client default in payment, WebSofa will be entitled to charge interest on arrears. This fee will amount to 10% of the balance of payment per month until full payment is received unless alternative payment arrangements have been agreed to between WebSofa and the Client.
If alternative payment arrangements have not been made, WebSofa ultimately reserves the right to terminate the services if full payment is not received.
In any situation where the services are terminated, a Client's project can be reinstated if full payment is made at a later date. An additional fee of $100 will apply for reinstatement.
Once initiated, the project cannot be varied without agreement between WebSofa and the Client. The following scenarios will constitute a project variation:
WebSofa will charge at the standard rate of $75 per hour for all variations.
In order to cater for an accurate quotation, WebSofa will need to understand the Client's requirements relating to the nature, size and complexity of the project. WebSofa will schedule an initial consultation with the Client for gathering of requirements and we will request documentation from the Client which summarises the requirements.
All services are based on WebSofa's interpretation of the information supplied by the Client during the requirements gathering phase and therefore it is the Client's obligation to provide WebSofa with clear and unambiguous information relating to their requirements.
Following this initial consultation WebSofa will provide a quotation. If this quotation is accepted by the Client we will initiate commencement of the project following payment of a deposit by the Client.
We require all necessary details of Client requirements at the start of the project to ensure that the time allocated by WebSofa to work on the project is used efficiently. If significant changes to requirements is disclosed by the Client after this requirements gathering phase of the project, these changes are likely to result in additional costs to facilitate the changes.
In order to limit project costs, WebSofa will merge design and development into one phase. This means there is no formal design presented to the Client before proceeding to development. Alternatively, WebSofa will provide the Client during this phase with access to a development environment from which the Client can review the design and test functionality before the product is migrated to a production environment.
WebSofa will transfer its work to the development environment once a product meeting the Client requirements is produced. The Client will have exclusive access for review purposes.
Any website errors that are reported during this testing phase do not attract additional charges.
Upon satisfactory review and approval by the Client and upon full payment of the required balance, the website will be published to the public domain and is then deemed to be in production. A Client's website can be made live within 3 to 5 working days of a “Go Live” approval, assuming that the accounts are clear.
Our work is given a 14 day warranty immediately following a website's move to production. This warranty provides a guarantee from WebSofa that the website has been built according to the Requirements and is free from any defects. Our warranty does not cover any significant modifications that are requested by a client and are outside of the original Requirements. Any such requests will be treated as a variation.
Any modifications requested after expiry of the warranty period will incur additional charges, unless those modifications are covered within the scope of a maintenance package.
All communications/correspondence to the Client is generally undertaken via email. It is the Client's responsibility to keep WebSofa updated with their nominated email address for contact.
In order to manage costs, WebSofa relies on the Client to provide material including images and text. Any material supplied by the Client for display in a public domain:
Any marketing strategy, design or code produced by us remains the intellectual property of WebSofa. The use of this material in any other context requires WebSofa's consent. The Client cannot transfer a website to another hosting provider without WebSofa's permission.
The codes can be handed over at an additional cost for use once all previous invoices are settled, on the condition that the codes are used only for use or modification for re-use for further development for the specified Client or subsequent owners of that legal entity.
Under no circumstance will the coding be permitted to be used for re-selling or duplication purposes.
The website files produced by WebSofa will be either:
WebSofa will take all reasonable precautions to ensure that website data is maintained securely through its preferred hosting provider and to ensure that all website data is backed up and recoverable. In the unlikely event of a security breach, WebSofa shall not be held responsible for unauthorised access to data or the unauthorised use of the services. WebSofa will not be held liable for any disruption of services if such a situation arises.
If the Client chooses alternative hosting arrangements, WebSofa will not be held liable for the integrity or performance of the website in production or for any delays or errors caused by direct or indirect actions of the Client or the independent hosting provider.
Where WebSofa manages a Client's website domain on their behalf, we will invoice the Client for each renewal and provide adequate time for the Client to make payment. It is the Client's responsibility to pay for the renewal of their domain (and hosting) before these services expire. WebSofa will not be held responsible if a domain expires due to non-payment or late payment of the charges.
It is also the Client's responsibility to advise WebSofa of any circumstances that may prevent renewal, such as expiry or cancellation of a business ABN. In this situation, and where WebSofa has already paid the hosting provider for the renewal, the Client will remain liable for payment to WebSofa.
If the Client chooses alternative domain arrangements, WebSofa will not be held liable for the integrity or performance of the website in production.
In association with the production of all new websites, WebSofa will offer the provision of a single email account incorporating your website domain details. WebSofa will provide the relevant settings to enable the email account to be installed on desktop and mobile devices using various email software such as Microsoft Outlook. These settings are not relevant for server-based solutions such as Microsoft Exchange.
Please note that WebSofa is a provider of website and digital marketing solutions. It is not a provider of email solutions. It is therefore a Client's responsibility to configure this email account on their PC or other device.
Upon request by a Client, WebSofa will provide general guidance for setting up the email account on devices including PCs and mobile phones. If this advice is insufficient for a Client's needs and they are unable to set up their new email account it is recommended that the Client seek independent technical advice.
The information on email settings is provided in good faith and based on information provided by our hosting provider. WebSofa is not responsible for any subsequent alterations to email settings as a result of changes made by a third party provider.
WebSofa takes great pride in its work. Our websites are built individually. They are designed to be compatible with modern browsers and are written using modern code.
To ensure quality of work:
While WebSofa does not guarantee the ranking of search results for a website, all our work is designed to meet current criteria for on-site Search Engine Optimisation (SEO). In addition, WebSofa will advise Clients on additional off-site actions that can be undertaken to improve SEO performance.
In order to maintain a website in a production environment, the third party hosting provider will charge costs for the website domain(s), hosting and the SSL security certificate. These overheads are renewable, normally on an annual basis. Clients have the option to extend the renewal period if they wish.
WebSofa will manage these renewals on behalf of the Client and the relevant costs will be passed on to Clients via invoice. An administration fee of $15 to implement these renewals is applicable if a Client does not have a maintenance agreement with us.
Any payments relating to the renewal of the domain name registration, hosting, SSL certificate or any other third party products or services purchased on behalf of the Client must be paid in full and are non-refundable.
WebSofa advises that a website's ranking in search results may deteriorate over time if the website is not updated periodically.
Our maintenance packages are designed for providing website maintenance tasks such as replacement of, or addition to text and images, as well as other minor coding alterations. Maintenance hours may not be used for work such as a full redesign, additional webpages or major functionality add-ons for an existing website. This work may be undertaken as a new project.
In addition to allowing for updates to website content as per Client requirements, the value of a maintenance package will also include the administration costs associated with the annual renewals of website hosting, SSL certificates and domains, along with a remaining allocation of hours for monitoring and optimising website performance.
WebSofa may offer elements of maintenance packages in co-ordination with third party providers. Changes to the third party provider's rules and policies may ultimately affect the services we provide or the terms and conditions herein.
All maintenance packages are billed annually in advance. The package is renewed every year on its anniversary date. Clients are invoiced one month in advance of the renewal date and all payments are non-refundable.
The Client will be notified if at any stage the allocated hours for annual maintenance have been exhausted. At this stage, the Client will be given the opportunity to extend the number of hours allocated in the maintenance package (with the appropriate additional fee to be paid). Otherwise, any work due to Client change requests will thereafter only proceed with Client approval for the work to be billed separately at $75/hour. Any urgent tasks will be charged separately.
WebSofa reserves the right to refuse or cancel services to any Client, if these are not aligned with our business operating principles and policies. The Client will be notified immediately in writing if this situation were to arise.
Should a Client elect to cease services with WebSofa for any reason and is transferring services to another website provider, we will arrange with that provider for transfer of the domain and all code, provided all monies owing to WebSofa have been paid in full. A release fee may be applicable - if the Client's account is in arrears, WebSofa will defer the domain transfer until the account is fully paid.
Alternatively, if a Client elects to cancel the automatic renewals required to maintain a website in production, they are effectively ceasing services with WebSofa.
If this is the case, the Client must advise WebSofa in writing (email) at least one month prior to the renewal date. If website hosting is subsequently cancelled or disabled by WebSofa, then all files, emails, databases and backups will be deleted from the server without any notification to the Client.
The Client will indemnify and hold WebSofa and its partners or sub-contractors void of any penalty in the event of breach of these Terms and Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorised in these Terms and Conditions.
The Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees in connection therewith.
WebSofa will not be liable for any breach of the agreement which is caused by a matter beyond its reasonable control including but not limited to Act of God, fire, lightning, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extreme weather, or acts of local or central government or other competent authorities.
WebSofa will not be held responsible for:
WebSofa is continually updating and improving its services, which may impact on the Terms and Conditions for those services. WebSofa reserves the right to change these terms and conditions without notice.
