Terms & Conditions

INTRODUCTION

This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.

All services that Suprios Pty Ltd may be contracted to produce or provide for Clients Actual Name (referred to as CLIENT) will be subject to the following:

DEFINITIONS

As used herein and throughout this Agreement:

“Agreement” means the entire content of this Basic Terms and Conditions document, the Written Proposal document(s) (if any), Schedule(s) (if any), together with any other Supplements.

“Content” means all materials, information, photography, writings and other creative content.

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.

“Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by Suprios Pty Ltd to the Client, in the form and media specified in the written Proposal (if any).

“Services” means all services and the work product to be provided to Client by Suprios Pty Ltd as described and otherwise further defined in the Written Proposal (if any).

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.

“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.

“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.

GENERAL TERMS

1. Authorisation

The CLIENT authorises Suprios Pty Ltd to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.

2. Agreement Scope and Period

Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.

3. Costs and Fees

Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, colour printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemised on each invoice. Expenses are subject to GST.

4. Production Schedules

Production schedules will be established and adhered to by both the CLIENT and Suprios Pty Ltd. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays, if the delays result in an increase in time to manage or deliver the services.

5. Overtime

Estimates are based on a reasonable time schedule, and may be revised to take into consideration the CLIENT’s requested “Priority Scheduling”. Requested priority schedules that require overtime and weekend work will be subject to 60% markup at an hourly rate. Overtime is defined as between 6.00pm – 9.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.

6. Payment

6.1 The CLIENT agrees to pay Suprios Pty Ltd in accordance with the terms specified in each proposal/estimate. The CLIENT will be required to pay 50% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project.

6.2 If the CLIENT fails to pay any invoice, Suprios Pty Ltd reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. Suprios Pty Ltd will charge a late payment fee of 5% per thirty (30) days on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.

6.3 In the event of cancellation of the project prior to completion, the CLIENT must pay Suprios Pty Ltd a fee for work completed, based on the contract price and the expenses already incurred.

6.4 All charges payable by you to us for the Services shall be in accordance with the relevant charges and rates published or quoted by us and shall be due and payable within fifteen (15) days of receipt of our invoice or otherwise stated on invoice and agreements.

6.5 The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.

6.6 If you fail to make payment within the terms of this agreement, you will become liable for the cost of collection. This will include interest on any overdue amount, calculated at the daily rate of 18% per annum, from the due date of the payment.

6.7 If you exceed our thirty (30) days credit terms, you will be charged a Late Fee payment of 5% or AUD$25 (which ever greatest) per thirty (30) days. A revised invoice will be sent to your nominated e-mail address or will be stated clearly on any forthcoming invoice to your account [see 6.2].

6.8 For minor or once-off works, payments need to be made either in advance or as per the terms mentioned in the invoice/proposal. If you require any changes to the terms, you must inform us in writing (emails accepted) within two working days of the receipt of the same.

Milestone payments must be made within 5 working days of each milestone/schedule, unless mutually agreed otherwise.

6.9 Suprios Pty Ltd reserves the right to negotiate and refund appropriate portion of the amount paid by customer towards the requested service. If you cancel your order after making the payment, but the work has not commenced, we will refund 75% of the payment that you have already made. If the order is cancelled after the commencement of work, the maximum refund or charge will be 50% of the invoice. There will be no refund or adjustments if cancellation is called when more than 50% of the work has been completed. All cancellations must be received in writing and can be sent via regular mail, email or fax. Telephone requests on cancellations will not be accepted.

7. Confidentiality

Suprios Pty Ltd 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 fulfilment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.

This obligation of confidence will cease to apply in relation to information that Suprios Pty Ltd is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Suprios Pty Ltd of its obligations of confidence under this Agreement.

8. Subcontractors

Suprios Pty Ltd reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.

9. Promotion

Suprios Pty Ltd is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Suprios Pty Ltd reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Suprios Pty Ltd services. The CLIENT agrees to allow Suprios Pty Ltd to retain a credit and link from the footer of the website.

10. Copyright

The CLIENT is responsible for all trademark, service-mark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Suprios Pty Ltd uses for this project. The CLIENT indemnifies Suprios Pty Ltd 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 the CLIENT.

11. Project Copyright

11.1 After acceptance of the website and payment of all sums due by the CLIENT, Suprios Pty Ltd agrees to assign perpetual and unrestricted copyright to use any materials produced by Suprios Pty Ltd as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.

11.2 Suprios Pty Ltd reserves all rights over working and source files. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.

11.3 Suprios Pty Ltd reserves all rights to licence (open source) and release all software code including website templates developed under this agreement.

12. Open Source Software

12.1 Suprios Pty Ltd makes extensive use of open source software and components to supply websites and services to the CLIENT. Suprios Pty Ltd will not charge additional licensing fees on open source software.

12.2 The CLIENT indemnifies Suprios Pty Ltd against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.

12.3 All software and components not developed by Suprios Pty Ltd retain the original licence and terms associated with them. Suprios Pty Ltd cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.

13. Force Majeure

Suprios Pty Ltd shall not be deemed in breach of this Agreement if Suprios Pty Ltd is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of Suprios Pty Ltd or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Suprios Pty Ltd’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Suprios Pty Ltd shall give notice to the 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.

14. Limitation of Liability

The services and the work product of Suprios Pty Ltd are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Suprios Pty Ltd parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Suprios Pty Ltd 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 Suprios Pty Ltd even if Suprios Pty Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

15. Termination

Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, Suprios Pty Ltd shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.

If additional payment is due, this shall be payable within fourteen days of the CLIENT’s written notification to stop work. In the event of termination, the CLIENT shall also pay any expenses incurred by Suprios Pty Ltd and Suprios Pty Ltd shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.

16. Domain Names

16.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that Suprios Pty Ltd manage the domain name(s) on behalf of the CLIENT. Suprios Pty Ltd will invoice the CLIENT when fees are due.

16.2 Suprios Pty Ltd uses www.enom.com and www.crazydomains.com.au (referred to as REGISTRAR) to manage our CLIENTS’s domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on their websites.

16.3 The CLIENT indemnifies Suprios Pty Ltd against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.

17. Hosting

17.1 The CLIENT is responsible for contacting the chosen host for support relating to hosting matters. Suprios Pty Ltd will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.

17.2 Suprios Pty Ltd will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames.

18. Browser Variance

Our websites are optimised for XHTML compliant browsers and adjusted to support Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers. Websites are tested on

Internet Explorer versions 9 and 10 (PC)
Latest version of Firefox (Mac/PC)
Latest version of Safari (Mac)
Latest version of Chrome (Mac/PC)
Suprios Pty Ltd will test and optimise for additional browsers and versions if requested by the CLIENT before commencement of the project.

19. Colours

Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.

20. Testing and Acceptance of the Website

Once the project has, in the opinion of Suprios Pty Ltd been completed, Suprios Pty Ltd will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, Suprios Pty Ltd agrees to carry out any necessary and reasonable modifications without extra charge.

21. Website, Data and Security

21.1 Upon the end of this agreement, The CLIENT is free to transfer their website management to another service provider. Suprios Pty Ltd will supply the last backup of the site and associated data. Suprios Pty Ltd will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.

21.2 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.

21.3 If The CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies Suprios Pty Ltd against any loss or damage arising directly or indirectly from website downtime or security breaches.

22. Client Responsibilities

If the CLIENT or an agent of The CLIENT other than Suprios Pty Ltd attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in this agreement.

23. Errors and Omissions

It is Suprios Pty Ltd’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However Suprios Pty Ltd is not liable for errors or omissions. The CLIENT indemnifies Suprios Pty Ltd against any loss or damage arising directly or indirectly from any errors and omissions.

24. Revisions

Suprios Pty Ltd will provide two rounds of revisions of content after the submission of the content, before the website is completed. Extended revisions outside of this scope will be charged under “Content Management” rates.

25. Copy

All text must be supplied in digital format (TXT, RTF, HTML, MS Word, MS PowerPoint, Open Office, Pages, Photoshop, Illustrator, InDesign).

26. Images

Graphics and photographs are to be supplied in digital format to Suprios Pty Ltd. Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.

27. Branding

All logos and branding must be provided in a industry standard vector format (preferences are: EPS, PDF, Illustrator).

28. Intellectual Property Rights and Consents

You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant financial institutions.

29. Notifications and Communications

In addition to general Account, Billing and Service communications, Dynamic Web Solutions Pty Ltd will, from time to time, issue email notifications relating to our services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into agreement with these terms and conditions, you agree to receive email communications by inferred consent until such time as you decide to opt-out of such communications. You may opt out of our mailing list at any time by sending an email to marketing@suprios.com

You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you.

30. Cookies and Related Technologies

We use a feature of your browser called a “cookie” to assign a unique number that automatically identifies your computer when you visit the site. A cookie is a piece of text-only data stored on your hard drive. By setting a cookie on our site, you would not have to log in a password more than once, thereby saving time while on our site.

If you reject the cookie, you may still use our site. The only drawback to this is that you will be limited in some areas of our site, or may have to enter passwords or identifying information more than once.

31. Notice of changes to Privacy Policy

Suprios Pty Ltd reserves the right to change this Privacy Policy at any time by notifying CLIENTS via e-mail of the existence of a new Policy and/or posting the new Policy on the Suprios Pty Ltd sites. All changes to the Privacy Policy will be effective when posted, and your continued use of any Suprios Pty Ltd site or service after the posting will constitute your acceptance of, and agreement to be bound by, those changes.

32. Account Expiry, Non-Responsive

Suprios Pty Ltd reserves the right to cease continuation of CLIENTS project if CLIENT is non-responsive to direct contact. A ‘non-resposive’ period stands at 60 days; contact either of the following, email and/or phone.

No refunds or discounts are offered for incomplete work during this engagement.  No project materials shall be provided to CLIENT until full payment is made for work committed by Suprios Pty Ltd [see [6.2].

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