TERMS AND CONDITIONS
Web Steps ABN 53 625 841 449 of 16/9 Elite Way, Carrum Downs VIC 3201 (“WebSteps”)
The Client named in the Order Form (“Client”)
- WebSteps provides website design and build services and related services (the “Services”).
- The Client has retained WebSteps to provide it with the services.
- WebSteps has agreed to provide the services to the Client.
- The parties agree to be bound by the following terms and conditions.
WebSteps means we, our and us.
The Client means you and your.
Agreement means the entire content of this Formal Agreement document, the Order form, together with any schedules or attachments.
Client Content means all materials, information, photography, writings and other creative content provided by the Client for use in the preparation of and/or incorporation into the Project.
Client Products means products provided by the Client to a Third Party in relation to the relevant business managed services requested by that Customer
Delivery means the delivery of the Project.
Designer Tools means all design tools developed and/or utilized by WebSteps in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts and application tools.
Intellectual Property Rights means any patent, trade mark (whether registered or common law), copyright, registered design, or other design right and any corresponding property or right under the laws of Australia or of any other jurisdiction and any right under the laws of Australia or of any other jurisdiction to apply for the grant or registration of a patent, trade mark, copyright, design or any corresponding property or right and any rights and the benefit of any obligations owed in respect of an invention, discovery, trade secret, know-how, concept, idea, information, data, algorithm, formula or other confidential information
Order Form means a written order in the form set out in the Schedule which the Client signs and delivers to retain WebSteps to complete the Project.
Project means the services and work product specified in the Order Form.
The Term means 36 months consecutively
Third Party means a purchaser of the Client’s services.
Third Party Materials means proprietary third party materials which are incorporated into the Project, including without limitation stock photography or illustration.
2.1 The Client has retained WebSteps as an independent contractor for the specific project of developing and/or improving a website to be installed on the Client’s web space on a web hosting service.
2.2 The parties hereby agree that WebSteps is authorised to access the client’s account, and the client authorises the web hosting service provider to provide WebSteps with “write permission” for the Client’s web page directory, and any other directories or programs which need to be accessed for this project.
2.3 The Client also authorises WebSteps to publicise their completed website to Web search engines, as well as other Web directories and indexes.
3.1 The Client confirms that it will:
- Provide all Client Content in a timely manner and in a suitable format to WebSteps.
- Undertake reviews of the Project from time to time as requested by WebSteps.
- Generally meet deadlines set by WebSteps and its contractors.
- Liaise directly with the Third Party and indemnify WebSteps against any claim by the Third Party arising from the provision of services under this Agreement.
- Make payments to WebSteps pursuant to the terms of this Agreement.
3.2 WebSteps confirms that it will provide the Client with a website that will be:
- Up to 8 pages in size.
- Compatible with all screen sizes and smart devices.
- Designed with Google friendly text and icons for best Google (SEO – Search Engine Optimisation) results.
- Customised to suit the Client’s target market and brand, as defined by the client.
4.1 Once the Client has confirmed the preferred template WebSteps will:
- develop the website on a CMS (content management system) System WordPress.
- The Project will include installation and configuration, complete website build of menus, pages and all provided/required content including page and products categories.
- All content will be evaluated for best readability and SEO outcomes, updated where required and implemented into the CMS system.
- The design online contact form and Google map for home and contact pages will be included along with web links and PDF downloads.
- The site will be built with web friendly text to boost Google search visibility, Favicon image next to domain and be a secure website.
- WebSteps will maintain security of the site, passwords and log in details.
- WebSteps will carry out backups of the deliverables every 6months
5.1 The typical workflow of WebSteps will be as follows:
- Client’s order form submitted;
- Client brief completed;
- Development of client website;
- Feedback process; and
- Website launch.
5.2 The Parties acknowledge that if it becomes necessary to change the timeframe and/or workflow WebSteps will provide written notice to the Client advising of the change.
5.3 If, after the initial quote and commencement of the project, the Client requests WebSteps to do more work than it quoted, together both the Client and WebSteps can agree to adjust the workflow and where necessary amend the quote.
5.4 Throughout the Project WebSteps will seek feedback from the Client, however the Parties agree that it is at the discretion of WebSteps as to how the workflow is managed.
5.5 The Project will be considered completed following the website launch.
6.1 The scope for changes is minimal after the submission of the Client’s brief. Any changes will need to be agreed upon by both WebSteps and the Client and additional fees may be charged to the Client.
6.2 This Agreement includes minor web page maintenance and may include updating links and making minor changes to a sentence or paragraph, to standard web pages (not store product pages) of up to one hour each quarter commencing from the date the website is completed (“minor amendment period”).
6.3 Any time taken by WebSteps to repair web pages amended by the Client or an agent other than WebSteps is not included in the minor amendments period and will be billed at the hourly rate and invoiced to the Client.
6.4 Changes requested by the Client beyond the limit of WebSteps’ retainer will be billed at the hourly rate. This rate shall also apply to additional work authorised by the Client beyond the maximum specification above for such services as general internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own web page editor system (if any).
6.5 The Client has the right to request the access password/s and log in details from WebSteps so that it may log in directly onto the site to make changes. Once such details are released to the Client, WebSteps no longer has any responsibility over the security of the website.
7.1 WebSteps retain ownership of the domain, design, hardware and other infrastructure and facilities used by WebSteps to provide the service to the Client.
7.2 The domain and website will remain the property of WebSteps until the completion of the thirty-six (36) month contract at which time the rights to the domain and website will be assigned to the Client upon request.
7.3 WebSteps reserve the right to host both the domain name and website for the duration of the contract.
7.4 The Client agrees that WebSteps may perform the same or similar types of services for other parties, including possibly some of the Client’s competitors.
7.5 The Client must not use or permit the use of any intellectual property rights without WebSteps prior written consent. The Client must ensure that it avoids all acts and omissions which may lead to the invalidation of any intellectual property rights of WebSteps and (without limitation) the Client must not cause or permit any notice relating to the intellectual property rights of WebSteps to be obscured, altered or removed.
7.6 The Client must not seek to register any intellectual property rights associated with or relating to the matters and transactions set out in this Contract (including the deliverables, the equipment, the intellectual property and WebSteps) without WebSteps prior written consent.
7.7 The Client acknowledges that WebSteps owns all intellectual property rights associated with the Deliverables and the Equipment, and that WebSteps owns all intellectual property rights associated with any modifications, enhancements, adaptations or translations of the Deliverables and, to the extent necessary the Client assigns all such rights to WebSteps.
FEES AND CHARGES
8.1 WebSteps will charge the monthly fee as set out in the Proposal for the Term of the contract.
8.2 The first invoice will be issued upon receipt of the Client’s order form and payments will be automatically debited from the Clients nominated credit card account.
8.3 Upon registration of the Clients nominated credit card, the Client gives permission for WebSteps to debit the Clients nominated account for WebSteps monthly fees.
8.4 The Client will be charged monthly with the billing cycle beginning on date of the Clients order form and payments will be automatically debited on that day of each month for the term. If there is no funds available the Client will become liable for any reasonable costs incurred by WebSteps in recovering the debt including any legal fees, collection agency charges or any other reasonable costs. The Client will also be charged interest on the outstanding amount, calculated at the daily rate of 12% per annum, from the due date of the payment.
8.5 Failure to make payment in accordance with these terms, WebSteps services will be withdrawn. WebSteps will only provide their Services to the Client where the Client has paid for the Services in full and in accordance with WebSteps Terms.
8.6 On completion of the minimum 36 period WebSteps will continue to invoice a monthly fee of $99 + GST per month, which will cover the website hosting, security and website system updates and ongoing maintenance as well as quarterly changes.
9.1 The Parties acknowledge that in connection with this Agreement they may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”).
9.2 Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority.
9.3 Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
WARRANTIES AND REPRESENTATIONS
10.1 The Client represents, warrants and covenants to WebSteps that:
- Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
- to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any trademarks in connection with the Project does not and will not violate the rights of any third parties,
- Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
- Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
10.2 WebSteps represents, warrants and covenants to the Client that:
- It will provide the Services identified in the Agreement in a professional manner and in accordance with all reasonable professional standards.
- except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of WebSteps and/or its independent contractors.
- in the event that the Project includes the work of independent contractors commissioned by WebSteps, WebSteps shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Project sufficient for WebSteps to grant any intellectual property rights required by this Agreement
- to the best of WebSteps knowledge, the Final Art provided by WebSteps and its subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of WebSteps shall be void.
10.3 WebSteps does not warrant that the functions contained in the web pages or the internet website will meet the Client’s requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with the Client.
10.4 To the extent permitted by law, WebSteps excludes all statutory or implied conditions and warranties and any other liability it may have to the Client (including liability for indirect or consequential loss) that may arise under statute or at law including without limitation for breach of contract, in tort (including negligence) or under any other cause of action. To the extent permitted by law, WebSteps limits its liability under any condition or warranty which cannot be legally excluded in relation to the supply of the Goods and Services to:
- resupplying the Goods or Services; or
- the payment of the costs of having the Goods or Services supplied again.