Terms & Conditions
Devs Melbourne ABN 42 646 194 934
1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website design and development and apply to all contracts and all work undertaken by Devs Melbourne for its clients.
2. SUPPLY OF MATERIALS
Client must supply all materials and information required by us to complete the work in accordance with any agreed specification. 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. Our website development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged at the rate of $50 AUD per hour.
4. PROJECT DELAYS AND CLIENT LIABILITY
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.
5. OUR FEES AND DEPOSITS
A 50% non-refundable deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is 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.
6. 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 50% balance of the project price will become due.
7. 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.
Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project.
9. 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.
10. COPYRIGHT AND LICENSING
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Devs Melbourne the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Devs Melbourne permission and rights for use of the same and agrees to indemnify and hold harmless Devs Melbourne from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Devs Melbourne that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Any design, production, copywriting, drawing, idea or custom code created for the customer by Devs Melbourne, is licensed for use by the client on a one-time only basis and may not be modified, reused, or re-distributed in any way or form without the expressed written consent of Devs Melbourne. Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
11. DESIGN CREDIT
A link to Devs Melbourne will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 5% of the total development charges may be applied. The Client also agrees that the website developed for the Client may be presented in Devs Melbourne’s portfolio.
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.
Client acknowledges that Search Engine Optimisation (SEO) is governed by many factors which are outside the direct control of Devs Melbourne. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Devs Melbourne will use best efforts, techniques and accepted standards to improve Client’s rankings but cannot guarantee any specific position on any major search engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
Client further acknowledges and understands that a website’s rankings may go backwards. Client agrees if this were to happen, no liability will be on Devs Melbourne and no refunds or discounts given. Devs Melbourne is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website. Devs Melbourne is not responsible for the Client overwriting Devs Melbourne’s work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimised). The Client will be charged an additional fee for re-constructing content if required.
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 Devs Melbourne 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 reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
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.
19. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply to you account credentials for domain name registration and/or web hosting if purchased on your behalf when you reimburse us for any expenses that we have incurred.
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 Devs Melbourne and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
21. 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, Australia. You and Devs Melbourne submit to the nonexclusive 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.