Website By Designs is the trading name of Vertical Infotech Pty Ltd ( ABN : 73 606 334 061 )
1. Provision of services
1.1 Website By Designs guarantees timely and professional provision of Services upon the payment of the Fee by the Client.
1.2 The Client is responsible for providing timely approvals, authorizations, information, passwords, and instructions as requested by Website by Designs. Failure to do so may cause delivery dates to be delayed or extended.
1.3 Within seven days of completing any part of the Services, Website by Designs will notify the Client of completion, and the Client must promptly notify Website By Designs of any defects, faults or bugs. Failure to do so will be deemed as acceptance of the Services.
1.4 The Client acknowledges that the registration of Domain Names is subject to availability, and rules, regulations, and policies of ICANN. If the Domain Name requested by the Client is unavailable, Website by Designs and the Client will make best efforts to create a registrable alternative.
1.5 The Client acknowledges that certain elements of the Services are contracted directly with third-party suppliers, with Website by Designs acting as the agent on behalf of the Client. In such cases, the Client releases Website By Designs from any claim or action arising from the agreement or the acts or omissions of the third-party supplier. The Client also indemnifies Website By Designs against any loss, cost, or expense incurred as a result of the Client's failure to comply with its obligations under the third-party agreement.
1.6 If the Client purchases Email Marketing services and provides a database to Website By Designs for the purpose of providing such services, the Client warrants that each addressee in the database has provided their express consent to receiving emails from the Client in accordance with the provisions of the Spam Act 2003 (Cth). The Client hereby indemnifies Website By Designs against any loss, cost, or penalty incurred by Website By Designs as a result of the Client’s breach of this warranty.
2. Payment of fees
2.1 Payment for all invoices issued by Website By Designs is due within seven days. Failure to make payment may result in suspension of the Services until full payment is received. In addition, interest will be charged on any outstanding amounts at a rate 2% higher than the current overdraft rate charged by Vertical Infotech Bank.
2.2 All charges specified in this Agreement do not include Goods and Services Tax. The Client is responsible for payment of the GST, which will be added to each invoice.
2.3 Website By Designs may incur incidental costs beyond the Purchase Order, such as couriers, postage, and hard copy mock-ups. Approval from the Client will be obtained for any cost exceeding $100. These costs will be added to each invoice and reimbursed by the Client. Optimized for search engines: Payment terms, GST charges, and incidental costs of Website By Designs services.
3.1 If the Client wishes to modify any element or specification in the Purchase Order, both parties will make their best efforts to confirm the variation in writing (email will suffice). The Client's acceptance of the varied element or specification will constitute acceptance of the variation. Website By Designs reserves the right to charge an additional fee for the variation based on its standard rates for the additional hours or costs associated with the variation, or to negotiate an amendment to the fee, with 50% of the amended fee payable on agreement.
3.2 For the purposes of this clause, "vary" means any change, edit, amendment, revision, alteration, or addition, with the exception of correcting any mistake or fault in the Services caused by Website By Designs or minor polishes, corrections, or revisions requiring less than 10 minutes per action (or 30 minutes in total). SEO-
friendly version: Modifying Purchase Order elements or specifications. Fees for variations at standard rates, with acceptance upon confirmation in writing.
4.1 Website By Designs excludes any implied conditions or warranties in this Agreement. Liability for any breach, whether expressed or implied, will be limited to the total payable amount for the Services under this Agreement. Website By Designs is not liable for any loss or damage to data, materials or software provided to Website By Designs, nor any delivery delays due to circumstances beyond Website By Design’s control.
4.2 If legislation implies any condition or warranty and prohibits provisions excluding or modifying Website By Designs 's liability, such condition or warranty will be included in the Agreement. However, liability for any breach will be limited to one or more of the following options at the discretion of Website By Designs : the
replacement of goods or supply of equivalent goods, repair of such goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of having the goods repaired.
4.3 The Client releases Website By Designs, its employees, officers, agents, and contractors from liability for any losses, damages, claims, or expenses arising from any defects in third-party software used by Website By Designs during the Services. Also, any loss of profits, indirect losses, or consequential loss or damage arising in respect of the Services or any actions or omissions of Website By Designs, its employees, officers, agents, and contractors is released.
5. Intellectual property
5.1 After the payment of all Fees and disbursements owed to Website By Designs , any intellectual property rights, including copyright, arising from the provision of the Service (“the Rights”), will be transferred to the Client.
However, Clause 5.2 must be taken into consideration.
5.2 Website By Designs will retain all rights, including copyright, in software (including source or object code), methodologies and other material developed independently of or prior to this Agreement, even if this material is
used in providing the Services. Website By Designs grants the Client a non-exclusive, perpetual license to use this material for the purposes set out in the Purchase Order.
5.3 The Client must comply with any licensing or assignment terms related to intellectual property rights, including copyright and trademarks, which are licensed or assigned from any third party during the provision of the Services.
Website By Designs will notify the Client of these terms.
5.4 The Client must ensure that any information, works, or materials provided to Website By Designs for the Services do not infringe on any third-party copyrights or rights, and they are not defamatory. The Client indemnifies
Website By Designs against any loss, claim, damages, or expense suffered by Website By Designs resulting from any breach of this warranty. The Client grants Website By Designs a license to use this information, works, or materials to provide the Services.
5.5 Except for confidential information, Website By Designs may reproduce and publish the material created during the provision of the Services to secure future engagements and market itself.
6.1 Both parties mutually agree to keep all the terms of this Agreement, confidential information, and any other matter related to the operations or business of the other party confidential and will not disclose, or permit the
disclosure of such information to any third party except as required by law or authorized by the other party.
6.2 Despite Clause 6.1, the Client grants Website By Designs permission to publicize and promote its provision of Services for the purpose of obtaining future engagements and marketing its business.
7.1 Either party has the right to terminate this Agreement immediately in case the other party:
(a) becomes, threatens or is at risk of becoming subject to any form of insolvency administration, bankruptcy or winding up; or
(b) violates any important term of this Agreement and fails to rectify the breach within 48 hours of receiving written notice to do so.
7.2 In case of termination under Clause 7.1, Website By Designs has the right to:
(a) keep any payments made by the Client prior to termination;
(b) invoice the Client for any other fees and expenses incurred under this Agreement but not yet invoiced;
(c) be released from any further obligations under this Agreement; and
(d) seek additional or alternative remedies as provided by law.
8.1 This Agreement encompasses the complete understanding between the parties with respect to the Services and can’t be amended unless agreed upon in writing and signed by both parties.
8.2 The parties acknowledge that they enter this Agreement as independent contractors, not as partners, employees, or in any other capacity.
8.3 This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties agree to submit to the jurisdiction of the courts of New South Wales.