THIS AGREEMENT is made on The date shown on page 1.
1. Website or Web Application Owner, the Client, NAMED ABOVE as BUSINESS NAME and
2. Hosting Provider, the Company, Dan the Cloud Man – ABN 12 415 468 524.
The purpose of this Agreement (hereafter referred to as the “Agreement”) is to precede a longer-term contract arrangement under which Company will provide Web Hosting services on behalf of Client.
Subject to the terms and conditions of this Agreement, Company will provide Web Hosting services for Client subject to the following terms:
1. Length of Service.
Client agrees to an initial twelve (12) month contractual term of service (“Term”).
2. Service Start Date.
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
3. Renewal by Client.
This Agreement will automatically renew for successive twelve (12) month Terms unless cancelled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.
Cost will be $150ex per year and includes the following:
• 20 GB Storage
• 200 GB Bandwidth
• 2 CPU Cores
• 2 GB of RAM
• Scheduled Weekly Backups
• On Demand Backups if requested
• Phone & Email Support. This excludes changes to your website.
Additional server resources may be available to be provisioned upon request, and will be quoted for appropriately.
TERMS OF PAYMENT
Terms of payment are prepaid, unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 7 days upon issue of invoice. We reserve the right to revoke any credit extended and suspend your hosting if payment is in arrears for more than 14 days. If your account remains overdue for 30 days, we may terminate your hosting services and remove all data including backups from our servers.
Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof, unless requested by the Client.
Company will exercise no control whatsoever over the content of the information passing through the network, email or web site.
Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
TRADEMARKS AND COPYRIGHTED MATERIAL
Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client. 4) Invoices overdue for greater than 30 days. 5) At the request of the Client with 90 days notice, and in which all prepaid fees shall be forfeited.
In the event of account termination – all data including those previously held as backups will be removed from our servers and are not be recoverable.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneyy. solicitor & barrister fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
Web Development Agreement
Between Dan the Cloud Man – “We or Us”
And Business Name named above - “You”
We’ll always do our best to fulfil your needs and meet your expectations, so now is the most important time where we will confirm exactly what you’re expecting in this project, who will be responsible for each phase, and what the process will be should something not go quite right. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something you might regret later on; we only want the best for both parties, now and in the future.
You (“You”) are hiring us (Dan the Cloud man – ABN 12 415 468 524) (“We or Us”) to: Design, develop and build a website for You.
Of course, it’s a little more complicated, but we’ll get to that.
What do both parties agree to?
You: You have the authority to enter into this contract on behalf of your company or your organisation. You will need to give us the assets and information we require to complete each phase of the project, in the formats we request, in a timely manner. You’ll need to review our work, provide feedback and approval when requested, in a timely manner. Deadlines work for both parties, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do what we’ve agreed to and we’ll do it in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and maintain the confidentiality of the project and your provided assets and content.
Getting into the details
We create designs that adapt to the capabilities of many devices and screen sizes. We avoid time wastage by skipping the static visual or mockup phase that some designers use, and instead go straight to HTML and CSS iterations, which will give you a much better immediate idea of how the design will function on screen. We may use visuals to indicate a creative direction (colour, texture and typography); we call this ‘atmosphere’.
You’ll have plenty of opportunities to review our work and provide feedback. We can share via email, Dropbox, Google Drive or Github repository, or via a development site with you. We prefer to have regular (possibly daily where possible) contact by either email, phone, Facebook, or Slack.
If at any stage you change your mind about what you want delivered (i.e. you wish to change the scope) or aren’t happy with the direction our work is taking (i.e. you wish to terminate this agreement), you’ll pay us in full for the time we’ve spent working until that point and decide on agreeing to a new scope or terminate the agreement.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating elements outside the standard structure of the project. We will create templates that allow you to easily enter the content you wish to have on your website. You can separately request that we provide copywriting and editing services; if you’d like us to create new content or input content for you, let us know and we’ll provide a separate estimate.
Graphics, photographs and stock photography
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs but are unsure of how or where to source these from, let us know and we can suggest stock libraries. If you’d like us to procure and license stock photography for you, we can provide a separate estimate.
Browser testing does not refer to the attempt to make a website look the same in browsers of different brands and screen sizes. It does refer to ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser, device or screen in a generic sense.
We test our work in current versions of major desktop browsers including those made by Apple (Safari) and Google (Chrome). We won’t test in other older browsers unless agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that work.
Mobile browser testing
Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs on iOS (Safari and Google Chrome) and Android (Google Chrome).
We won’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.
We provide hosting services on our own servers, located within Australia (either Sydney or Melbourne). Sites must be developed using our server infrastructure, and ideally hosted by us in an ongoing fashion to ensure compatibility and continuity of the hosting platform. If you wish to host your site elsewhere after development, we cannot be held responsible for any issues in relation to the setup of the project, server or hosting platform.
Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines. We can, on request, direct you to professional SEO and SEM companies. However, these services, in our opinion, are generally a waste of time, money and resources for little benefit to small businesses.
Changes and revisions
We don’t want to limit your ability to change your mind. Any prices quoted are based on the number of hours that we estimate we’ll need to accomplish everything you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem but expect a revision of estimates, charges and time to accomplish these changes.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you have permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. On request, we’ll give you access to the source files and finished files and you should keep them somewhere safe as we’re not obliged to maintain a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them and is licensing them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
To get started on your project we require 2 things from you;
1) This contract is signed and dated (electronic submissions are ok).
2) A deposit of $500 or 25% of the project estimate, whichever is more. This will be used towards any initial plugins, themes or other items that need to be purchased by us to accomplish what you wish to achieve. The balance of which will be used to setup the hosting platform, the CMS and begin development of your site. Once work has started, this deposit is non-refundable.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to stay on great terms, so please ensure you stick to our payment terms.
We issue invoices electronically. Our payment terms are 7 days from the date of invoice by Direct Deposit (EFT) or Credit card. Processing fees may apply if you wish to pay by credit card. All proposals are quoted in Australia Dollars and payments will be made at the equivalent conversion rate at the date the transfer is made.
We reserve the right to charge interest on all overdue debts at the rate of 10% per month or part thereof.
We will issue invoices on a monthly basis, or whenever your balance is greater than $1500.
If, at any stage, you’re not happy with the direction our work is taking, all you need to do is submit notice via email and we will consider this contract to be cancelled.
If we decide that we’re no longer able to work on this project, we'll provide you with everything we've created up to that point.
Any work completed up the point of notification is payable. You won't be entitled to a refund on payments you've already made.
The final fine print
Just like a speeding fine, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place for the life of the project and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the State of Victoria, Australia.
The dotted line
On submission of this form, you are agreeing to this contract, you will be emailed a copy of this signed contract which you may keep for reference – we get a copy too.