Terms & Conditions
Dotting i’s and crossing t’s.
Table of Contents
Web Development
Deliverables & Timeline
Deliverables and timeline of your contract are subject to the terms set out in the contract.
Technology & Development
Server, content management, additional software and content requirements and guidelines are subject to the terms of your contract. Prices indicated in this section of the contract are subject to indexation and variation, and we will advise if there is a cost in the contract that requires variation based on this.
Ownership & Intellectual Property
Anything that you provide to us remains your intellectual property under all circumstances. We’ll take all reasonable steps to protect the security and integrity of these assets, including logos, brand marks & style guides, as well as any commercially sensitive information that you provide to us to help us deliver your project either in a technical or consultative capacity.
While the project is in development, anything that we produce (layouts, functionality implementations, code, placeholder copy/images etc) remains our intellectual property. You aren’t authorised to use any part of it until the project is launched.
When the project is launched, assets are delivered to you on a sole license for the exclusive use of you indefinitely. The license is non-transferrable and we don’t authorise use of any delivered assets beyond the reasonable provisions of the service, i.e. for the production of a website for you.
Certain assets (such as stock images) have individual licenses which may exceed the above, or we may by agreement extend the conditions of your license on a case-by-case basis.
Note that certain features of websites are similar, and potentially ubiquitous, and we retain intellectual property ownership & the right to commercialize design elements, implementation strategies and code used in development of the site.
Pricing
Development projects are billed on an initial retainer, budgeted at 50% of the estimate and allocated towards completion of project tasks based on current deliverables. After the retainer is exhausted, remaining charges are calculated on a time and material basis, billable monthly in arrears on a net-7 basis.
Retaining us means that we will be available to provide any services as outlined in the table below. Your project will be in active development at that time, which means we will actively work towards completion of deliverables in the backlog until we’re done. We’ll meet regularly during this time to ensure that things are proceeding as you like, and that the backlog still accurately represents the project goals. The cost associated with these meetings is factored into the estimate.
Once the backlog is empty, we will meet again to confirm that the project is meeting your expectations, then conduct final testing and launch the project into the live environment. We will formally hand over any assets appropriate, including logins, as well as a complimentary 45 minute videoconference where we can go through basic operation of your site.
At this point the project is no longer considered to be active, we can move to a support/maintain package called Web Care if you desire. You’ll receive information about this or instructions on how to self-manage the website after launch.
While a project is in active development, overdue invoices will attract a late payment fee, calculated at 10% p.a. charged monthly or $50.00, whichever is higher.
Prices outlined in the pricing table are subject to change & indexation and we will advise if there is a change in price that results from this.
Exclusions, contract terms, limitation of liability and warranty
These terms are as per your contract and are assessed on a case-by-case basis, based on the requirements of the contract.
Contract duration, termination & expiry
The anticipated duration of your project is outlined in your contract.
From time to time we will require additional information, confirmation/acceptance of a milestone or we may need to meet to discuss a milestone or problem. We appreciate your timely response to these requests.
If we don’t hear back from you (either with the information, or a request for more time) within 5 business days, your project will be pended. It comes out of active development and will need to be reschuduled. This can result in substantial delays to project completion. If a project is pended for more than 15 business days, the project will be made dormant. A dormant project will not be actively followed-up by us, and a recommencement fee of $300+gst will be charged.
Assets related to dormant projects will be held for up to 3 months, at which point we may remove them from our server, and recommencement may require that development be restarted.
If you terminate this contract prior to the completion of the project, you will forfeit any retained work, and we will invoice any outstanding charges then deliver any project assets as they are completed at the time.
If we terminate the contract prior to completion of the project, we will refund any unused balance of the retainer and deliver any project assets as they are completed at the time.
Note all assets delivered as part of the above remain subect to the intellectual property requirements as outlined above.
Web Care
Updates & Management
Web Brains provides daily updates and management of your website during business hours. In the event of an emergency, you can contact us on 0409 484 665 and we will endeavour to address your problem ASAP.
Service Level Agreement
For critical issues (website breaches or outages) Web Brains will adhere to an SLA of 1 hour from when we become aware of the issue. We will endeavor to get you back online as quickly as possible, however, make no guarantees as to how long that may take. For non-critical issues (content updates, reports & so-on) we are typically able to commence work within 24 hours of notification. For consultation, we typically have next day appointments available however these appoints are subject to availability.
Time allocation from month to month
Web Care is based on an average of one hour per month of combined software updating, monitoring, reporting, consultation and content adjustments. From time-to-time, some months may utilise more or less of the monthly allocation. There is capacity to bring forward or delay 1 hour from each month into the previous or next month, for a maximum of two hours per month of billable work.
External services
While Web Care is predominantly a website management and maintenance solution, allocated monthly budget can be put towards other related services such as there is time available, such as hosting management services, configuration of external services and so on, such as they are aligned with the capabilities of Web Brains to deliver. Web Brains does not provide any social media or similar support.
Audit & Change Implementation
Web Brains will implement the items in the audit based on the excess time available after updates & consultation have been utilised. Web Brains may make adjustments to recommendations in the audit and will provide written notification where this occurs. From time to time, the recommendations of the audit, or content requests by you, may no longer be appropriate or there may be significant, unforeseeable implementation barriers – in these cases we will pursue alternative options. We will advise you where this is the case.
Payment Plans
We offer payment plans for the package with monthly repayment frequency.
The payment plan is calculated based on your annual payment, divided into 12 monthly payments, with a 10% payment processing fee payable in addition.
Overdue invoices will attract a late payment fee, calculated at 10% p.a. charged monthly or $50.00, whichever is higher.
Contract Duration & Cancellation
The pricing structure of Web Care is based on the pre-purchase of an allotment of time and the implementation of the software and recommendations in the audit – as a result the price of Web Care is not a monthly calculation, though the service delivery is monthly.
Should you wish to cancel your contract, we will collate billable hours utilised over the duration of your contract assessable at the ad-hoc retail rate, currently $250/hr +GST and prepare a pro-rata refund or invoice based on work done at this rate.
Managed Hosting
General Terms
The term of your managed hosting contract are per your most recent contract or renewal contract.
Service Level Agreement
In general, critical server outages are extremely rare and in this case we will investigate and address the issues ASAP. For management services, including configuration, deployment and other ad-hoc services, we will commence work on these items within 24 hours of receipt of finalised instructions and all necessary information.
Business Analysis
Inclusions
Included within the capabilities of this analysis are:
- Provision of recommendations based on use of various best practice tools to gain an understanding of the competitive environment and your place within it.
- Engagement and management of any 3rd party suppliers or service providers required for the implementation of any strategy. We will not engage a supplier or service provider without ensuring that they meet our requirements, standards, and without your written consent.
- Ongoing engagement and support in the implementation and measurement of any recommended strategies.
Exclusions
This contract does not engage Web Brains for the delivery of any services not specifically highlighted in the inclusions section of this document, irrelevant of any additional capabilities that Web Brains or it’s suppliers and service providers may offer.
Limitation of Liability
Web Brains does not guarantee any particular outcome as a result of engaging our services, only that we will endeavor to reach the goals outlined in the analysis section of this document. Web Brains does not accept liability for any loss, damage or otherwise to your business as a result of our recommendations.
Ownership, Intellectual Property and Exclusivity
Anything that you provide to us remains your intellectual property under all circumstances. We’ll take all reasonable steps to protect the security and integrity of these assets, including logos, brand marks & style guides, as well as any commercially sensitive information that you provide to us to help us deliver your project either in a technical or consultative capacity. We undertake to bind any businesses or supplier we engage on your behalf to the same standard.
While we are working on your project, we undertake that we will not engage with similar businesses, or any other activity that could be considered as representing a conflict of interest. Once our work is done, we will not utilise any of the commercially sensitive information shared with us to benefit any organisation that might be a competitor or engage in any activity that might be considered to have diminished the value we have delivered under this contract for an exclusivity period of 2 years after the conclusion of this arrangement.
Pricing & Budget
The project is billed on an initial retainer, budgeted at 50% of the estimate and allocated towards completion of project tasks based on current deliverables. After the retainer is exhausted, remaining charges are calculated on a time and material basis, billable monthly in arrears on a net-7 basis.
As part of this process, we may need to engage additional external suppliers, including but not limited to designers, marketers, copywriters, legal agents and so on. In all cases where external suppliers are engaged and managed, Web Brains will extract a 5% margin on the cost of engaging that supplier, which will be billed to you as per the above estimate.
While a project is active, overdue invoice will attract a late payment fee, calculated at 10% p.a. charged monthly or $50.00, whichever is higher.
Hourly rates are outlined in our pricing table.
Contract Termination & Expiry
From time to time we will require additional information, confirmation/acceptance of a milestone or we may need to meet to discuss a milestone or problem. We appreciate your timely response to these requests.
If we don’t hear back from you (either with the information, or a request for more time) within 5 business days, your project will be pended. The project will be brought out of our project schedule and will need to be reschuduled. This can result in substantial delays to project completion. If a project is pended for more than 15 business days, the project will be made dormant. A dormant project will not be actively followed-up by us, and a recommencement fee of $300+gst will be charged.
Assets related to dormant projects will be held for up to 3 months, at which point we may remove them from our server, and recommencement may require that the project be restarted. In these cases, we will deliver any assets such as they are at the time.
If you terminate this contract prior to the completion of the project, you will forfeit any retained work, and we will invoice any outstanding charges then deliver any project assets as they are completed at the time.
If we terminate the contract prior to completion of the project, we will refund any unused balance of the retainer and deliver any project assets as they are completed at the time.
Note all assets delivered as part of the above remain subject to the intellectual property requirements as outlined above.
Uncontracted Services
Where Web Brains is engaged on a very small or simple project, a contract may not be necessary.
Where there is no formal contract, our default billable rate of $300/h + relevant taxes will be applied in good faith by Web Brains where we reasonably believe that you have engaged our services and would reasonably expect for them to be billable. We will notify you if a service is will be billable the expected time to complete the service, and your instruction to proceed will be in principle agreement to these terms.
General Terms
Limitation of liability
In all cases Web Brains limits liability to the fullest applicable extent of the law.
Implied Approval
Where Web Brains puts forward a recommendation or proposal for already contracted work (such as in development or Web Care), if we do not hear back within 7 days, we will accept implied approval for the course of action recommended and commence implementation in due course.
Availability Clause
Web Brains is a small company and we always endeavor to meet our promises and our client’s expectations. From time to time, due to illness, family obligations or other unforseeable events, Web Brains may not be able to do this. In these cases, we promise to, where possible, minimise disruption to normal services, notify impacted clients and return to normal operation as normally as possible. However, in these circumstances normal Service Level Agreements may not be attainable.
