Website Agreement

Website Agreement between Team Web and ‘The Client’.

Our Commitment to you
i) We respect our CLIENT’s confidentiality (Item 7).
ii) We use open source solutions wherever possible. This means no vendor lock-in and software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 12.1).
iii) If the CLIENT determines that the website does not comply with the project components agreed to in the client’s initial brief, Team Web agrees to carry out any necessary and reasonable modifications without extra charge. (Item 19).
iv) If the CLIENT wants to move their domain name, website and data in its entirety to another service provider after the initial 24mths, they are entitled to do so at any time without refund. (Items 15 and 20.1).

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 Team Web 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 Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
“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 Proposal to be delivered by Team Web to the Client, in the form and media specified in the Proposal.
“Services” means all services and the work product to be provided to Client by Team Web as described and otherwise further defined in the Proposal. “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. AuthorisationThe CLIENT authorises Team Web 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 the document “Engagement Form”. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.

  1. 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 (stock photo purchase), color printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to GST.

  1. Production Schedules

Production schedules will be established and adhered to by both the CLIENT and Team Web. 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.

  1. 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.
  2. Payment
    6.1 The CLIENT agrees to pay Team Web in accordance with the terms specified in each proposal/estimate. The CLIENT will be required to pay minimum 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. If the CLIENT does not wish to proceed after Team Web has completed the construction of the client’s initial brief, the balance of the outstanding invoice will be paid by the CLIENT within 30 days of the CLIENT deciding to terminate the contract.
    6.2 If the CLIENT fails to pay any invoice, Team Web 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. Team Web will charge a late payment fee of 5% per month 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 Team Web any remaining balance for work completed, based on the contract price and the expenses already incurred.
  3. Confidentiality
    Team Web 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 Team Web is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Team Web of its obligations of confidence under this Agreement.
  4. Subcontractors
    Team Web reserves the right to assign subcontractors or external suppliers when it is in the best interest of the CLIENT’s project. Any subcontractors or external suppliers will be bound to the terms of this agreement.
  5. Promotion
    Team Web is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Team Web reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Team Web
    services. The CLIENT agrees to allow Team Web to retain a credit and link from the footer of the website.
  6. Copyright
    The CLIENT is responsible for all trademark, servicemark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Team Web uses for this project. The CLIENT indemnifies Team Web 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.
  7. Project Copyright
    11.1 After acceptance of the website and payment of all sums due by the CLIENT, Team Web agrees to assign perpetual and unrestricted copyright to use any materials produced by Team Web as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.
    11.2 Team Web 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 Team Web reserves all rights to licence (open source) and release all software code including website templates developed under this agreement.
  8. Open Source Software
    12.1 Team Web makes extensive use of open source software and components to supply websites and services to the CLIENT. Team Web will not charge additional licencing fees on open source software.
    12.2 The CLIENT indemnifies Team Web 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 Team Web retain the original licence and terms associated with them. Team Web cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
  9. Force Majeure
    Team Web shall not be deemed in breach of this Agreement if Team Web 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 Team Web or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Team Web’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Team Web 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.
  10. Limitation of Liability
    The services and the work product of Team Web are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Team Web 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 Team Web 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 Team Web even if Team Web has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
  11. 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, Team Web 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 Team Web and Team Web shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
    If the CLIENT terminates this agreement within the first 24 months, no refund of any initial fees paid will be given to the CLIENT by Team Web.
  12. Domain Names

17 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules.

  1. Browser Variance
    Our websites are optimised for XHTML compliant browsers . 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
    · Latest version of Internet Explorer
    · Latest version of Firefox
    · Latest version of Safari
    · Latest version of Chrome
    Team Web will test and optimise for additional browsers and versions if requested by the CLIENT before commencement of the project.
  2. 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.
  3. Testing and Acceptance of the Website
    Once the project has, in the opinion of Team Web been completed, Team Web 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, Team Web agrees to carry out any necessary and reasonable modifications without extra charge.
  4. 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. Team Web will supply the last backup of the site and associated data. Team Web will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.
  5. Client Responsibilities
    If the CLIENT or an agent of The CLIENT other than Team Web 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.
  6. Errors and Omissions
    Team Web is not liable for errors or omissions in the content provided by The CLIENT. It is the responsibility of The CLIENT to check for spelling errors and such in the material that is provided to Team Web. The CLIENT indemnifies Team Web against any loss or damage arising directly or indirectly from any errors and omissions made by The CLIENT.
  7. Revisions
    Team Web will provide reasonable rounds of revisions of content after the submission of the content, before the website is completed. All text & copy for any revisions must be supplied in digital format (Eg: Email, TXT, RTF, HTML, MS Word, Open Office, InDesign). Extended revisions outside of this scope will be charged under “Content Management” rates. All requested revisions must be supplied in digital format (Eg: Email, TXT, RTF, HTML, MS Word, Open Office, InDesign).
  8. Copy & Content
    The CLIENT is responsible for supplying all content about their services, prices, products & other aspects of their business. If SEO (Search Engine Optimisation) is requested, the CLIENT MUST be aware that much content is required and results will largely depend on the amount and quality of the content supplied. All text & copy must be supplied in digital format (Eg: Email, TXT, RTF, HTML, MS Word, Open Office, InDesign).
  9. Images
    Graphics and photographs are to be supplied in digital format to Team Web. 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.