Website Development and Rebuilds – Terms of Service
When we talk about ’us’, ’our’ or ’we’, it means
https://digitalsurfer.com.au The words ’you’ or ’your’ means you, the visitor to our website.
This is the agreement we use for delivering website services. We encourage you to read and understand the agreement as it explains what each of us are responsible for, and is designed to protect you as well as us.
These terms and conditions define our working relationship with you. Unless otherwise agreed to in writing by both parties, these terms apply from the date of our agreement and cover all of the deliverables you ask us to provide. If there is any part of your Proposal that you do not understand, please let us know before agreeing to these terms.
1. What we do
1.1. We will provide the services and deliverables described in the proposal or agreement in exchange for receipt of payment.
1.2. We may at times subcontract part of the work or use external suppliers. Any subcontractors or external suppliers will be bound by the terms of this agreement.
2. Testing, revisions and acceptance of the website
2.1 Revisions:
2.1.1 Home Page and Internal Page Approval
- Home page and 1 internal page layout and design will be provided by us within 10-15 days
- You have 5 days to provide any adjustments, comments or changes required. All changes must be completed within the online change tool provided with the home and internal page designs. No changes or notes will be accepted via email, document or verbally.
- Approval by you of the home page and internal page design is to be provided within 5 days; this includes the approval of
- Style
- Layout
- Design
- Colours
- Fonts
- Once approval is provided any further changes made to the style, layout, design, colours or fonts by you will be charged at an hourly rate and considered as additional work.
2.1.2 Internal Pages Approval
- All remaining internal website pages will be provided by us within 40-45 days, or sooner.
- You have 5 days to provide any adjustments, comments or changes required. All changes must be completed within the online change tool provided with the home and internal page designs. No changes or notes will be accepted via email, document or verbally.
- Approval by you of internal pages is to be provided within 5 days; this includes the approval of
- Content
- Images
- Functionality
- Once approval is provided any further changes made to the content, images or functionality by you will be charged at an hourly rate and considered as additional work.
2.1.3 Content Approval
- If we are writing content for you, we will provide you with the content prior to the website going live.
- The first piece of content will be sent to you for approval before any other pieces of content are written for the website build. You are approving the
- Style of writing
- Accuracy of content
- True representation of your business brand
- Once remaining content has been completed you have 5 days to review, make changes or provide feedback on the content provided.
- Approval of content for additional pages is for accuracy of content only, as approval of style and brand representation has already been approved. Any further changes to style or brand representation will be considered as additional work.
- All changes are to be made directly within the Google Doc – direct changes to document or comments provided in comment functionality of document. No changes will be accepted on other documents, via email or verbally.
- If content is being reviewed on the staging website, all changes or feedback are to be provided within the online changes tool only, no other methods will be accepted.
2.1.4 Once we believe the website is complete in accordance with the agreement we will notify you in writing, and provide you with an opportunity to test and review the functionality of the website.
2.1.5 If there is a problem with functionality or you believe we have missed a previously advised change via the online change tool during the website build, or something in the agreement, please let us know and we will carry out any necessary and reasonable modifications without extra charge.
2.1.6 Website Live
- On or before 45 days, unless specified within the agreement, we will make your website live.
- We will test all forms and booking functionality on the website, and confirm with you that everything is working once live.
- Website completion payment will be processed on day 45 or before if the website is made live, unless specified in agreement. Refer to payment agreement in section 8.
3. Additional services and variations
3.1. We can assist you with services not already identified in the Proposal. This will require a new agreement and attract an additional cost.
3.2. Any additional variation work outside the scope of the agreement including small tasks will be charged at our hourly rate of $300. Please note that service rates may be adjusted from time to time and will not necessarily be the same as set out in the current agreement.
3.3 During development or after handover of the website, if anyone other than us attempts to update, edit or alter website pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the website’s architecture, time to repair pages will be treated as additional work.
3.4 The online world is changing all the time. If we think something that we had offered to do is no longer effective, or no longer available, or there is something that we consider to be even better than what we first proposed, we may choose to change parts of the service offered to you. If we change parts of the service we will let you know. There will be no extra cost to you, and no reduction in the price.
4. How long will it take?
4.1. We will deliver the website build services you have requested within the 45 days time frame or by the due date that we have agreed to in the agreement. The completion invoice will be issued 45 days after the original due date, unless agreed to within agreement.
4.2. If something happens that is beyond our control like a force majeure event, and it is going to delay the time of delivery of the services, we will let you know straight away and tell you our revised due date.
5. Abandonment
5.1. We rely upon you to provide timely materials and responses to our requests for information.
5.2. If after repeated attempts to begin, continue or finalise the delivery of services you fail to participate or become unresponsive to our emails or phone calls for a period of 60 days without explanation (abandonment), the services will be cancelled.
5.3. Upon cancellation of the services due to abandonment, you will pay us all outstanding amounts due in the build.
5.4. If the services are terminated due to abandonment, we will not and are under no obligation to provide any deliverables, any domain name registration within our control will be cancelled and hosting will cease.
6. Our Responsibilities
6.1. We will provide the services in a professional and competent manner. We will communicate our progress to you regularly.
6.2. Upon payment in full for website development we will either:
- ensure the website is ‘live’ and visible on the internet, looking after your hosting and domain name registration as part of your Ongoing Management; or
- take all reasonable steps to transfer the domain name to your nominated registrar and handover the website data to you to transfer your hosting to another service provider.
6.3 Submit your website to search engine platforms. If applicable add Google analytics and Google Tag Manager codes to your website if applicable.
7. Your Responsibilities
7.1. You authorise us to access your hosting account, disk space, create databases and applications, submit pages of your website to search engines and all other activities reasonably necessary to complete the deliverables set out in the agreement.
7.2. You are responsible for providing to us all of the content you would like us to upload to your website within the first 15 days of the website build timeframe, unless you have elected content creation as a service.
7.3. You will provide all information and materials to us and respond to our requests within 5 days. If we do not hear from you within 5 days, work on your project will be suspended and the due date will be extended, with completion payment still due at the original due date.
7.4. You will carefully check the website for accuracy in all respects, ranging from spelling and grammar to technical illustrations. We are not liable for errors or omissions.
7.5. You will cooperate with us so that we can complete the services within 45 days, unless an alternative timeframe is within agreement.
7.6. You will pay our accounts on time. Refer to payment clauses in clause 8.
7.7. You acknowledge that websites cannot be guaranteed to be 100% error free in construction and you acknowledge that the existence of errors falling short of a complete failure of consideration in the website development shall not constitute a reason to terminate the agreement between you and us.
7.8. You indemnify Digital Surfer or associated entities against any claims, actions, loss or damage (including legal costs) arising directly or indirectly from any:
7.8.1 Errors and omissions in content;
– unauthorised use of copyright works or other intellectual property in relation to your website;
– failure of software supplied to you;
– failure of services provided by the registrar;
– failure of services provided by the hosting provider;
– loss of website data.
7.8.2 Lack of communication and direction from the client.
Communication from you must be received in a timely manner to ensure the progress and ability to implement the required strategies for the campaign. If communication is not received we are not able to deliver the required outcomes. Digital Surfer will communicate via phone, zoom, face to face and email as appropriate.
7.8.3 Terms and conditions of all agreements are stated within the Digital Surfer website, it is your responsibility to ensure you understand the terms. Accepting to work with Digital Surfer and paying your first invoice acknowledges the agreement and the related terms and conditions associated to these services.
8. Payments
8.1. You agree to pay the cost of the services and deliverables as set out in the agreement. The prices set out in the agreement are valid for acceptance for a period of 30 days from the date of the agreement and are otherwise subject to change.
8.2. We require a 60% deposit (website builds) before starting work for you. The balance of payment (40%) is due 45 days after the initial deposit invoice has been issued, or at completion if this is less than 45 days, unless specified differently in the agreement.
If the website is not completed within 45 days from the initial invoice, completion payment is still due at 45 days. The website will still be completed once all images, files, content and/or approvals required to allow us to complete the website once received by you.
8.3. Your website will not be publicly accessible until payment for development (completion payment) has been received in full.
8.4. Unless you have elected our Ongoing Management service, you are solely responsible for the payment of domain registration and hosting set-up and fees.
8.5. Ongoing Management fees are payable monthly by direct deposit from your nominated account or by credit card. The monthly management costs are due on the same day each month. You authorise us to deduct the Ongoing Management fee at the agreed payment frequency until this agreement is cancelled.
8.6. If your Ongoing Management fee falls into arrears, you authorise us to deduct the outstanding balance to bring your account back up to date.
8.7. If an automatic direct debit payment is reversed by your financial institution, we will try to contact you to re-try the debit. If the debit remains outstanding it will be processed within 14 days of the reversal with any reversal fees that apply. You authorise us to debit your account an amount equivalent to the amount our bank charges us for reversal fees in addition to the outstanding balance.
8.8. If unpaid fees remain outstanding after attempts by us to rectify the arrears, we may forward the debt to a collection agency to take further action. Your website will be removed offline until such time as the outstanding balance has been paid in full.
8.9. Please be aware that it is your responsibility to cancel direct debit facilities in respect of your Ongoing Management fees when this agreement expires, is cancelled or terminated.
9. Refunds
9.1. Once we have commenced work, fees are not refundable simply because you have changed your mind from the original agreement.
10. Ongoing Management – domain names and hosting
10.1. All domain name registrations are subject to availability and registration rules. We currently use the most suitable Australian supplier (registrar) to manage domain names on behalf of our clients.
10.2. If you have elected Ongoing Management services:
– you are bound by the registrar’s “Domain name registration terms” which are found on their website: https://synergywholesale.com/
– you agree to be bound by our hosting terms of service;
– we will manage the hosting, domain name and payment of applicable fees on your behalf. You authorise us to debit/charge those fees from your account in your next monthly direct debit after they have been incurred.
10.3. If you do not choose our Ongoing Management services you are responsible for:
all communications and support requests with your registrar and hosting provider;
management of your domain name and payment of registration renewal fees; and
payment of hosting fees.
10.4. In the event that you not comply with the hosting terms of service or fall more than one month overdue on Ongoing Management fees, we have the right to do any one or all of the following actions:
– display a holding page or de-activation page in place of your website until the issue is resolved;
– disable or deactivate the website or attached services. This may include loss of email functionality and/or web services may become un-available; or
– permanently remove any of your website data and/or emails from our server.
10.5. You may bring an end to our Ongoing Management services by providing us with at least 30 days notice of termination. The balance of any monthly or yearly fees already paid will not be refunded. If applicable you will be responsible for nominating a hosting service and registrar for the transfer of your domain name and redirection of website data. Fees will continue to be charged to your account until you have provided us with the details necessary to effect transfer.
11. Open source software
11.1. We use a lot of open source software and components to supply websites and services to clients. We do not charge additional licensing fees on open source software.
11.2. All software and components not developed by us retain the original licence and terms associated with that software. We cannot assign any rights to you and you agree to be bound by the original developer’s licence terms.
12. Intellectual property – trade mark, copyright etc
12.1. You warrant that you have all necessary copyright and other permissions to use and display online the content you provide to us for the website, and that such content does not infringe upon the intellectual property rights of any other person. You agree to indemnify us from any liability (including legal fees and costs), threatened or actual, arising from the use of information and content provided by you.
12.2. You are responsible for managing any intellectual property complaint made in regard to any of the content or operation of your website.
12.3. We reserve the right not to publish content unless you are able to provide adequate proof of permission to use that material.
13. Promotion
13.1. You consent to our creation of a credit and link in the footer of your website. You agree the credit and link will be removed in the event that you make, or authorise any other person to make substantial changes to your website.
13.2. You consent to our use of your website, associated graphics and any data, results and development in the promotion of our services.
14. Third party services
14.1. The services we provide rely upon the continued operation of online facilities that we use. We will not be liable for any third party failures affecting the provision of our services.
14.2. You acknowledge that third party search engines may change their policies and systems at any time. We will do our best to accommodate those changes promptly but cannot be held liable for fluctuations, alterations or removal of your website as a result of the actions of a third party which are out of our control.
14.3. You acknowledge that third party browsers and devices may change their policies and systems at any time. Our services are aimed toward appropriate appearance on the most common browsers – Explorer and Firefox – as well as mobile capability. We cannot guarantee that your website will appear perfectly on every available device.
14.4. If you enter into an agreement with a third party as a result of our recommendation it is still your responsibility to understand and negotiate your own terms of agreement with them.
15. Limitation of Liability
15.1. We make no guarantees about any improvement you may gain as a result of our services or any increase in business that may be generated for you through our services.
15.2. You agree that the total aggregate liability to us for any claim by you in respect of any service of services provided to you is limited to the total amount paid by you, to us for that service.
15.3. To the fullest extent permissible by law, and without limiting the application of Australian Consumer Law, in the event of any fault in the services, our liability will be limited at our choice to:
the supplying of the services again;
the repair of any fault in the services caused by us;
the payment of the cost of having any fault in the services caused by us repaired; or
the payment of the cost of having the services supplied again.
15.4. This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or your use of our services.
16. General Terms
16.1. Confidentiality – Some of the information that you provide to us will be information that is clearly important and confidential to your business. We will only use that information to provide services to you and will not share it. Other information you provide will be for publication as part of the service we provide to you, and that information will not be kept confidential. Our contracts and business methods are confidential to our business, and we request that you keep them confidential.
16.2. Privacy – Any personal information collected by us in the course of providing services will only be used to provide services to you and for no other purpose. If you provide us with a testimonial or referral, your name, job title and business may be published.
16.3. Recommendations – if we make any third party recommendations, we do so because to the best of our knowledge they are professional and successful service providers. You are still required to do all due diligence to protect your company, staff and your own legal rights.
16.4. Relationship – We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.
16.5. Amendment – These terms can only be amended by agreement in writing between the parties.
16.6. Assignment – You may only assign or transfer your rights or obligations under this agreement with our prior written consent.
16.7. No Waiver – Any time or other indulgence granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement.
16.8. Governing law – This agreement is governed by the laws of Queensland and you agree to be subject to the jurisdiction of the courts of Queensland, if there was a serious dispute between you and us.
16.9. Severability – If for some reason a clause of this agreement turns out to be unenforceable, the rest of this agreement will continue unaffected and that term will be severed.
16.10. Enforceability – Even if you don’t sign this agreement/proposal, if you purchase our services and we provide those services to you, you agree to these terms. You can sign this agreement or send an electronic copy to us rather than a paper original.
16.11. Entire agreement – Whatever ends up in this document or the Proposal is the agreement between us and anything else discussed beforehand or afterward is not part of the agreement or fees charged unless it was included.
17. Definitions
In this document the following definitions apply in order to avoid confusion:
Digital Surfer ‘we’, ‘us’ or ‘our’ or means Digital Surfer and CURDOD Unit Trust ABN 31 183 446 340, its officers, employees, contractors, successors and assigns.
Client ‘you’ or ‘your’ means you, our valued client as identified in the Proposal, your successors and assigns.
agreement means the terms included in this document, the Proposal document(s) and any other material identified in this document, together with any exhibits, schedules or attachments to this document.
Content means all materials, information, photography, writings and other creative content necessary to produce the deliverables.
copyright means the proprietary rights in original works of authorship, expressed in a tangible form, as defined and enforceable under Australian and International Copyright Law.
Deliverables means the services and product specified in the Proposal to be delivered by Digital Surfer to the Client, in the form specified in the Proposal.
Force majeure event means an event that is beyond our control not limited to fire, earthquake, labour dispute, act of God, death, illness or incapacity affecting Digital Surfer or any local, state, federal, national or international law, governmental order.
Open source software means computer software 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 updates, domain name renewal and hosting costs and support.
Services means all work completed in order to provide the Client with the deliverables.
Commencing work with us and paying a deposit for our services, shows you accept and acknowledge these terms and conditions.
