These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by WP Ninjas.
1. OUR FEES AND DEPOSITS
A 30% deposit of the total fee payable under our proposal is due immediately upon agreement to our estimate for the website design and.or development work. The remaining amounts shall become due when progress invoices are issued and deliverables are completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 30% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the estimate agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
2. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification dates. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Once the design has been signed off, and we commence the website development phase, only minimal changes can be accept without additional charges. We code all our sites for responsive design and for multiple browsers which means even the small design changes, can be significant coding hours.
Any major deviation from the specification will be charged at an hourly rate.
4. AGREED SCOPE, PERIOD, PRICE, PROJECT DELAYS AND CLIENT LIABILITY
Any projects, services and rates supplied are limited to what is specifically set forth in the proposal and based on a set number of hours. Any additional services will require an agreed quote on additional hours. We reserve the right to adjust our hourly rates at any time.
Changes and additions outside the scope of the proposal will be quoted and invoiced. You will be advised on all costs, changes and additions before commencement of the additional work. Expenses are itemised on each invoice.
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
The Project may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by WP ninjas immediately if You fails to pay any fees hereunder; or (ii) if You fails to cooperate with WP Ninjas or hindersWP Ninjas ability to perform the Services hereunder.
6. PROJECT ABANDONMENT
If after repeated attempts to begin, continue, or finalise the delivery of services, you fails to participate, or becomes otherwise unresponsive to WP Ninjas requests for a period of three (3) months, the project may be considered abandoned, and WP Ninjas may reduce any refund You may otherwise be entitled to hereunder to zero, and You will have forfeited all rights to receive any refund for services purchased online or as described in the original estimate.
7. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the balance of the project price will become due.
The only exception to the above is if the delays are a result of injury or illness.
8. REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
9. ACCEPTANCE OF WEBSITE
Once the project has been completed, as determined by WP Ninjas, we will notify you either in writing, and provide you with an opportunity to access the website. If you determine that the website does not comply with the project delivrables agreed to in the proposal, WP Ninjas agrees to;
a) Perform the corrections of errors free of charge to the system WP Ninjas has developed. WP Ninjas is not responsible for errors on third party software.
b) WP Ninjas will carry out simple aesthetic changes, modifications to meet the client’s demands. These changes do not include development of new function into the website.
Any significant changes will require additional funding to complete the requirements.
Upon completion of the 7-day review period, we will invoice you for the balance of the project.
11. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
12. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.
13. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of WP Ninjas under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We build most of our websites with our current retained staff. We do however reserve the right to subcontract any services that we have agreed to perform for you as we see fit. We will not share any confidential data or logins with subcontractors aside from the website login.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
17. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us. If you are hosting your website with WP Ninjas, we undertake daily backups of your website.
19. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply to you an account credentials for domain name registration that we purchased on your behalf when you reimburse us for any expenses that we have incurred. You will have full ownership of your domain and you will be free to move your domain name. Failure to pay your domain renewal, will result in the cancellation of your domain name.
20. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Victoria. You and WP Ninjas submit to the non-exclusive jurisdiction of the courts in and of Victoria in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
21. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “Wordpress”, we endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify WP Ninjas and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
You authorise WP Ninjas to perform services which may include, but is not limited to, accessing your domain control panels, email hosting, DNS, hosting account and disk space, creating databases and applications, and submitting the project to search engines.
24. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimise the impact of the event.
25. COPYRIGHT AND LICENSING
In developing your website, WP Ninjas is likely to develop some code from scratch while also utilising and adapting some pre-existing open source and licensed code, such as a starter theme, an existing plugin or other code.
On accepting this proposal, You provide your consent for WP Ninjas to access and use pre-existing software, third party plugins, technology, code or other intellectual property, whether owned by the WP Ninjas or a third party in the development of the site (this expressly includes “code written by proprietary software companies or developers in the open source community”).
Copyright works developed by WP Ninjas in connection with a contract are owned by WP Ninjas until such time as full payment has been made by the client.
WP Ninjas is not in a position to “transfer ownership” of pre-existing intellectual property rights that it does not own; so where pre-existing software and/or third party plugins, technology and code are used, the licences (if any) that have been applied to that code by the relevant copyright owners will apply.
If third party code is being used, WP Ninjas can direct the client to information pertaining to the licensing position in relation to that code.
26. PROMOTIONAL MATERIALS
You warrant WP Ninjas to use the works created/printed in its own promotional materials to showcase its goods and/or services.