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Terms and Conditions

Terms and Conditions


Full Terms and Conditions

1. Definitions

1.1.

        "Company" shall mean TWMG Sydney Pty Ltd (ABN 88 622 630 513).

1.2.

      "Client" shall mean the Client or any person acting on behalf of and with the authority of the Client.

1.3.

      "Services" shall mean all services supplied by the Company to the Client and includes any advice or recommendations.

1.4.

      "Price" shall mean the cost of the Services as agreed between the Company and the Client subject to clause 5 of this agreement.

1.5.

      "Design revisions" shall refer to changes to design concepts and/or new artwork, within the project's original Client brief, and after the presentation of the design concepts.

1.6.

      "Data entry" shall refer to the act of inputting data into a database programme or website.

1.7.

      "CMS" shall refer to web content management system the Company has installed and configured for the Client's website. It is a software system that provides website authoring, collaboration, and administration tools designed to allow users with little knowledge of web programming languages or markup languages to create and manage website content with relative ease.

1.8.

    "EDM system" shall refer to an electronic direct marketing system the Company has installed and configured for the Client's email marketing. It is a software that provides eDM campaign authoring, collaboration, and administration tools designed to allow users with little knowledge of web programming languages or markup languages to create and manage eDM campaigns with relative ease.

 

2. Acceptance

2.1.

      Any instructions received by the Company from the Client for the supply of Services and/or the Client's acceptance of Services supplied by the Company shall constitute acceptance of the terms and conditions contained herein.

2.2

      Where more than one Client has entered into this agreement, the Client's shall be jointly and severally liable for all payments of the Price.

2.3.

      By paying the Purchase Order, you have agreed to the terms described in the quote and full list of terms here.

2.4.

      Upon acceptance of these terms and conditions by the Client, the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the manager of the Company.

2.5.

      None of the Company's agents or representatives is authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Company in writing nor is the Company bound by any such unauthorised statements.

2.6.

    The Client undertakes to give the Company not less than fourteen (14) days prior written notice of any proposed change in the Client's name and/or any other change in the Client's details (including but not limited to, changes in the Client's address, facsimile number, or business practice).

 

3. Services

3.1.

      The Services to be provided to the Client by the Company are specified in the quote and otherwise in the form agreed between the Company and the Client.

3.2.

      The Company does not offer a refund for services. All cancellations must be received in writing and can be sent via regular mail, email or fax. Telephone requests for cancellations will not be accepted.

3.3.

      During the project briefing, it is Client's responsibility to provide the Company with clear guidelines along with the flow or specific details the Client may require. When such details are not provided, the Company will proceed with their understanding of the Client's requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that the Client clarify every aspect of their web requirements and ensure that they have been quoted on the right requirements.

3.4.    CMS Training


      Two forms of CMS training, namely: a comprehensive user guide; 1 hour CMS training workshop, is given to all Clients for any basic modification or changes, which may be utilised for up to a period of 30 days after the delivery. Additional CMS support after this period will incur additional fees at the rate determined by the Company. Please note that support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Company team.


 

3.5. Website Development

3.5.1.

      Once the proposal has been finalised, any additions, changes or enhancements in the functionality or design of the project will affect the proposal and may incur additional cost and a revised delivery date. All additional programming work is charged separately. Under no circumstances will the Company be liable for any delays caused by a change in the project brief.

3.5.2.

      The Company will present to the Client one or two homepage design concepts plus one, two or three sub page design concepts depending on the number of different layouts needed for the website at the Company's discretion. Additionally, as part of the project will incur two rounds of design revisions at 2 hours per design revision. Final designs shall refer to the artwork and/or design concept that the Client has approved as a completed artwork, and the artwork that the Client wishes to take delivery of, as well as obtain copyright transfer of (if applicable). If the Client does not approve of the design concepts or revisions presented within the agreed project quotation, the Company may present other design concepts at an additional cost and will not offer refunds.

3.5.3.

      Website content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.

3.5.4.

      The Client must recognize that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. The Company will try their best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the Client agrees not to penalize the Company for any genuine delay, when every effort to keep the project on the proposed schedule is taken.

3.5.5.

      The Company takes no responsibility of any of the third party products, software or components used in the website development such as payment gateway, SSL certificates etc. The Company suggests the Client take regular back-ups to avoid any disruptions.

3.5.6.

      Domain registration charges are not included as a part of the quote unless mentioned otherwise.

3.5.7.

      Stock images or any 3rd party gadgets will be billable at cost plus retrieval and research time.

3.5.8.

      Data entry is not included as a part of the quote unless mentioned otherwise.

3.5.9.

      Hosting charges are not included in the quotations unless mentioned otherwise. The Company can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the Client payment for hosting is via credit card.

3.5.10.

      Where the Client decides to organise their own hosting, the Company should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that the Company require full access with hosting support for testing and deploying the application. The Company will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.

3.5.11.

      Two forms of CMS training, namely: a comprehensive user guide; 1 hour CMS training workshop, is given to all Clients for any basic modification or changes, which may be utilised for up to a period of 30 days after the delivery. Additional CMS support after this period will incur additional fees at the rate determined by the Company. Please note that support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Company team.

3.5.12.

      Note hours may change depending on the complexity of the project and database technical work.


 

3.6. Logo and Graphic Design

3.6.1. Standard Package


      The Company will present 9 logo design concepts to the Client depending on the agreed package and as part of the project will incur two rounds of design revisions at 2 hours per design revision.

3.6.2. Professional Package


      The Company will present 16 logo design concepts to the Client depending on the agreed package and as part of the project will incur two rounds of design revisions at 2 hours per design revision.

3.6.3. Ultimate Package


      The Company will present 25 logo design concepts to the Client depending on the agreed package and as part of the project will incur two rounds of design revisions at 2 hours per design revision.

3.6.4.

      Final designs shall refer to the artwork and/or design concept that the Client has approved as a completed artwork and the artwork that the Client wishes to take delivery of, as well as obtain copyright transfer of (if applicable). If the Client does not approve of the design concepts or revisions presented within the agreed project quotation, the Company may present other design concepts at an additional cost and will not offer refunds.


 

3.7. Search Engine Optimisation

3.7.1.

      The Company performs search engine optimisation services for the website if quoted or mentioned in the proposal.

3.7.2.

      Search Engine Optimisation services mean the work of Search Engine Optimisation to a level that, in the Company's reasonable opinion, is the best that can be achieved in all the circumstances. It is a list of tasks carried out by the Company completed within a period of one month after receipt of Purchase order payment.

3.7.3.

      Search Engine Optimisation means optimising the visibility of the Website in the Search Engines' unpaid, algorithmic search- results lists by various methods, including:

a.

      Identifying and adding keywords to the Website's metadata; and

b.

      Adding to, and editing, the Website's textual content; and

c.

      Changing or repairing the Website's structure, page-hierarchy, links and source-code; and

d.

      Increasing the number of in-bound links ("back links") to the Website and improving cross-links between the Website's own pages; and

e.

      Ensuring that the Website works correctly on a variety of different web-browsers, including the browsers known as Internet Explorer, Firefox, Safari and Chrome; and

f.

      Facilitating the Search Engines' ability to 'crawl' and index the Website; and

g.

      Monitoring the Website's Search Engine Rankings, the number of visits to the Website and providing reports on these and other indicators of the Website's visibility to the Client.

3.7.4.

      Search Engines means the search engines known as Google, Yahoo! and Bing.

3.7.5.

      The Company does not guarantee 1st page results in Search Engines. The company strongly abides by Google's guidelines as stated:in Googles own words "No one can guarantee a #1 ranking on Google. Beware of SEOs that claim to guarantee rankings, allege a "special relationship" with Google, or advertise a "priority submit" to Google. There is no priority submit for Google. In fact, the only way to submit a site to Google directly is through our Submit your content page or by submitting a Sitemap and you can do this yourself at no cost whatsoever."

3.7.6.

      The Company will not be liable to the Client if:

a.

      A Search Engine restricts the Website's visibility in its search-results lists until the Website, in the Search Engine's view, proves itself to be 'viable' (for example, Google's practice of 'sand-boxing' websites); or

b.

      A Search Engine drops the Website from its search-results lists of no apparent reason; or

c.

      The Client or any other person undoes, overwrites or otherwise changes anything the Company has done in performing the Services with the results that the Website's visibility on the Search Engines' search results lists is adversely affected; or

d.

      The Client fails to maintain the changes to the Website brought about by the Company's performance of the Services with the result that the Website's visibility on the Search Engines' search-results lists is adversely affected.


 

3.8. Hosting

3.8.1.

      Hosting charges are not included in the quotations unless mentioned otherwise. The Company can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the Client.

3.8.2.

      If the Company supplies FTP, CMS or any other technical details to the Client, it is not the Company's responsibility to correct any security breaches that may occur thereafter.

3.8.3.

      The hosting payment method is via credit card.

3.8.4.

      The service is priced depending on the Client's hosting package at an annual cost. If the bandwidth exceeds the limit of the Client's package, the Client must upgrade their package immediately.

3.8.5.

      Unless otherwise stated this service may be terminated at any time by the client on the giving of 30 days notice. The Company will supply the FTP details to the Client, however, the Company is not responsible for any errors or malfunctions that may occur on the website thereafter.

3.8.6.

      If the Client fails to pay the annual fee on the agreed due date, the Client's website will be suspended until a payment has been made. If 30 days have passed without successful payment to the Company, the Client's website will be removed.

3.8.7.

      Where the Client decides to organise their own hosting, the Company should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that the Company require full access with hosting support for testing and deploying the application. The Company will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.


 

3.9. Email Marketing

3.9.1.

      Once the proposal has been finalised, any additions, changes or enhancements in the functionality or design of the project will affect the proposal and may incur additional cost and a revised delivery date. All additional programming work is charged separately. Under no circumstances will the Company be liable for any delays caused by a change in the project brief.

3.9.2.

      The Company will present one design concept to the Client and as part of the project will incur two rounds of design revisions at 2 hours per design revision. Final designs shall refer to the artwork and/or design concept that the Client has approved as a completed artwork and the artwork that the Client wishes to take delivery of, as well as obtain copyright transfer of (if applicable). If the Client does not approve of the design concepts or revisions presented within the agreed project quotation, the Company may present other design concepts at an additional cost and will not offer refunds.

3.9.3.

      Two forms of CMS training, namely: a comprehensive user guide; 1 hour CMS training workshop, is given to all Clients for any basic modification or changes, which may be utilised for up to a period of 30 days after the delivery. Additional CMS support after this period will incur additional fees at the rate determined by the Company. Please note that support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Company team.

 

4. Term

4.1.

      Exclusive agency agreement unless stated otherwise, this agreement shall continue for a minimum of twelve (12) months from the earliest date of the supply of Services and shall continue thereafter until terminated by either party giving the other one month's written notice.

 

5. Price and Payment

5.1.

      All prices are quoted in Australian dollars are exclusive of GST unless specified.

5.2.

      All invoices are to be processed as per the schedule via EFT.

5.3.

      Milestone payments must be made within 3 working days of each milestone/schedule unless mutually agreed otherwise. Final payment must be made within 1 day of the site finalisation (before go-live).

5.4.

      The Company does not offer a refund for services. All cancellations must be received in writing and can be sent via regular mail, email or fax. Telephone requests for cancellations will not be accepted.

5.5.

      Late fees and charges: All outstanding invoices will incur a late payment fee of 10% of the pending amount from the due date.

5.6.

      Due date: Is the date on which the payment is due as per the terms of the invoice/proposal.

5.7.

      Outstanding Invoice: An invoice is deemed to be outstanding if the payment is still due after 1 day of the expiry of the due date.

5.8.

      Debt Collection: Client is provided a further 30 days after late payment fee is applied to pay the invoice. Failure to pay will result in the outstanding amount referred to a debt collector. The Company will not be liable for any costs or charges associated with the recovery of the outstanding amount. Any charges associated with the recovery of the outstanding amount (debt collectors, administration charges, legal fees) will be referred to the Client for processing.

5.9.

      If the Client is late with a payment or has any queries regarding the Invoice, please contact the Company immediately on receiving the invoice or reminder emails.

5.10.

      All communications/correspondences are generally done via emails. It is Client's responsibility to keep the Company updated with their relevant email addresses.

5.11.

      Any payment relating to the domain name registration renewal or hosting or any 3rd party products or service purchased on behalf of the Company will have to be in full and is non-refundable. In case of web hosting renewals, all cancellations must be notified to the Company 30 days before the renewal date.

5.12.

      If the Client chooses a 3rd party hosting provider, the Company will build and test the website on one of our own servers or hosted domains. The Website will be transferred-off to a 3rd party server upon a minimum payment of 90% of the total cost from the Client.

5.13. Milestone Payments


5.13.1.

      When a project total does not exceed AU$50,000.00; payment milestones will be based on the following:

a.

      50% on Purchase order, prior to commencement of the project;

b.

      25% on completion of prototype designs and reviewed Specification document or within 30 days;

c.

      25% on completion of System Development or the due date as set out in the progress payment schedule or whichever comes first; and

d.

      Prior to the system going live or the due date as set out in the progress payment schedule or whichever comes first.

5.13.2.

      When a project total exceeds AU$50,000.00 - AU$200,000.00 or above; payment milestones will be based on the following:

a.

      35% on Purchase order, prior to commencement of the project;

b.

      35% on completion of prototype Designs and reviewed Specification Document or the due date as set out in the progress payment schedule or whichever comes first;

c.

      30% on completion of System Development or the due date as set out in the progress payment schedule or whichever comes first;

d.

      20% on completion of User Acceptance Testing (UAT) or the due date as set out in the progress payment or whichever comes first;

e.

      10% on prior to system going live; and or the due date as set out in the progress payment schedule or whichever comes first;

f.

      5% 30 days after going live or the due date as set out in the progress payment schedule or whichever comes first.

 

6. Intellectual Property

6.1.

      The project related copyrights will be transferred to the Client after the full payment of the project and upon signing the agreement. The Company reserves the rights to refuse the transfer of ownership if irregular circumstances arise.

6.2.

      The Company's Content Management System (CMS) remains the property of the Company. If the Client wishes to terminate the agreement, the Company reserves the right to remove their CMS from the Client's website.

6.3.

      Copyrights handed over to the Client do not include rights to re-use the code for another website or re-sell the programming codes for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.

6.4.

      In an event of a Webmaster change, site owners are not allowed to display the credits to the new website, unless such time that the website functionality and appearance is changed by over 80% of our original work.

6.5.

      "The Website Marketing Group" and "TWMG" is a trade mark of The Website Marketing Group Pty Ltd of Australia, along with the symbol which consists of a 'globe' and also the logo "The Website Marketing Group: We Build – Maintain – Promote". Clients, Partners, Suppliers, Sub-contractors and any other 3rd party organisation or individual is not allowed to use The Website Marketing Group trademarks including the name, logo and symbol in any way shape or form without a written permission from the Company.

 

7. Disputes, Liability and Indemnity

7.1.

      In an event of a dispute, the Company reserves the right to charge the Client in full for the work done as well as for the resources spent in managing the dispute. In such an event, the Company reserves the right to charge the Client without honouring any discounts that were previously honoured in good faith. Under no circumstances will the Company be liable for any damages arising from misrepresentation or misinformation.

7.2.

      The Company reserves the right to refuse service to any Client, if these are not aligned with the Company's business operating principles and policies.

7.3.

      The Company provides the services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation. The Company ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however, the Company will not be held liable for any disruption of services if such situation arises.

 

8. Use of Third Party Software or Products

8.1.

      The Company takes no responsibility for any third party software defaults or deficiencies. No warranty applies to any third party software or products used by the company in website development. The customer expressly releases The Company of any obligation, responsibility or liability arising from the use or performance of third party software or products. The Company is not responsible for updating third party software or products or fixing bugs in third party software or products.

 


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