| DIOP DESIGN TERMS AND CONDITIONS
1. Provision of Services 1.1 Diop Design. Mailing address PO Box 145, Erskineville, NSW 2043 ABN 96 445 184 685, will provide you with the services set out in your confirmed Purchase Order. Only those services mentioned will be provided by DIOP DESIGN and any amendments, add ons or schedule changes will incurr charges at our usual rate per hour. This and the following clauses are the General terms and conditions on which those services are supplied and together with the Purchase Order and Cost Estimate form the total agreement between us.
2. Costs and Payments
2.1 You must pay all charges as set out in the Cost Estimate Agreed upon. As prices quoted on Diop Design material may change at any time without notice, please check the price on your current estimate before confirmation.
2.2 You will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions. 2.3 You will be invoiced as agreed in our cost estimate and your purchase order. All accounts are payable before delivery of final artwork or uploading of final files to live sites.
2.4 You are liable to pay overdue interest at 5% /week on any amounts not paid within 15 days of invoice. All intellectual property rights remain with Diop Design until payment.
2.5 You must pay DIOP DESIGN's charges without any set off, counter claim or deduction unless same is agreed in writing between us.
2.6 Diop Design reserves the right to prioritize early paying clients and to charge urgency fees for turnaround within 3 working days. (VIP status)
2.7 Agreed Costing is conditional on your supplying data required for a Website Stage or completion deadline agreed within 10 working days of confirmation of Order. Diop Design reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being:Supply of final artwork as digital files to printer, on disk, via email or uploaded to nominated ISP.
2.9 Printer or ISP Liason is charged at our current rate per hour if over 1/4hr is required. 3. Limitation of Liability
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by DIOP DESIGN not contained in the Agreement are excluded and DIOP DESIGN WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of DIOP DESIGN's relationship with you, or otherwise gives you a particular remedy against DIOP DESIGN and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between DIOP DESIGN and you. However, DIOP DESIGN's liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at DIOP DESIGN's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
4. Suspension of Services
4.1 DIOP DESIGN reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed.
4.2 DIOP DESIGN may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of DIOP DESIGN.
5. Termination
5.1 DIOP DESIGN may discontinue services if an amount payable to Diop Design is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
6. Contents of Web Pages and Undertakings
6.1 You will be solely responsible for the content of your Web Page/undertakings. Diop Design is not responsible for proofreading any content unless specifically agreed.
6.2 Diop Design makes no representations to you concerning the content or functionality of your Web Site. This is your responsibility to ensure that it meets your requirements.
6.3 If you provide DIOP DESIGN with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify DIOP DESIGN against any action taken against DIOP DESIGN by any such third party.
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6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.
6.5 DIOP DESIGN for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7. Project stages Stage 1- The client must thoroughly review the website design, providing feedback within five business days. Stage 2- The client must review the website templatet (empty website shell or working website without content), providing feedback within five business days. Stage 3- The client must carefully review the completed website including all content, providing feedback on any changes within three business days. Final review - The client will review any changes made in stage three and authorise Diop Design to launch the project. Any changes requested after the final review will be considered additional and charged at our standard hourly rate. 8. System specifications and alterations Each project will have set parameters as described in the final proposal and/or technical specification. This document also includes an authorisation form which indicates agreement with the specification and authorises Diop Design to begin work. On commencement the development team will proceed in accordance with the exact specifications as set out in this document. If there are any amendments to these parameters after the project has commenced, Diop Design will consider this to be an additional component or customisation of the project and will charge for this work at our standard hourly rates. 9. Bugs or system errors When a project has been delivered and approved, the client will have a three month grace period where Diop Design will address any reported system errors or bugs free of charge. After this grace period any required maintenance will be billed at our standard hourly rates. 10. Website design While every endeavour will be made to ensure the website and any scripts or programs are free of errors, Diop Design does not accept responsibility for any losses incurred due to website malfunction. The project and any associated graphics and files remain the property of Diop Design until all accounts are paid in full. Any scripts, cgi applications, php scripts, programming code or software written by Diop Design remain the property of Diop Design and may only be commercially reproduced or resold with the permission of Diop Design. Diop Design cannot take responsibility for any copyright or privacy infringements caused by materials submitted by the client and may refuse use of any such material unless proof of permission is provided. Any additions to the brief will be carried out at the discretion of Diop Design. Where no charge is made by Diop Design for these additions, Diop Design accepts no responsibility to ensure these additions are error free. Diop Design reserves the right to charge an appropriate sum for any correction to these or further additions. The client agrees to provide Diop Design all materials required to complete the site (files, content and images) in a timely fashion. Diop Design will not be liable for costs incurred, compensation or loss of earnings due to the failure by the client or Diop Design to meet agreed deadlines. Diop Design will not be liable or become involved in any disputes between the site owner and their clients and Diop Design cannot be held responsible for any wrongdoing on the part of a site owner. Diop Design will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client, or any of the clients appointed agents. Diop Design will not be liable for any costs incurred, compensation for loss of earnings due to the unavailability of the site, servers, software or any material provided by its agents. A deposit of 30% is required with each project before any work will commence. Once a project has been completed the final balance of payment is due in accordance with our payment terms. If the client decides to terminate the contract after a project has commenced, the client will be liable to pay for all work done up to the point of termination. 11. Content and data entry The supply of content and assets is the responsibility of the client, unless the client is employing Diop Design's copywriting service.
All content for all sections of the website must be supplied at an agreed time and preferably in one delivery.
Content must be thoroughly reviewed before it is supplied to Diop Design. Diop Design is not responsible for any spelling and grammatical errors.
Content must follow the directions of the sitemap. If the sitemap indicates five pages, content must be supplied for five pages. 12. Project delays Where a project has final approval Diop Design will indicate timeframes for both parties. If a client delays the project for more than two months, (by missing deadlines for the supply of information, content or images) Diop Design reserves the right to charge a project-delay fee to recover costs associated with ongoing management of the project. 13. Database, application and e-commerce development Diop Design cannot take responsibility for any losses incurred by the use of any software created for the client. The client is expected to fully test any application or program relating to a site developed by Diop Design before being made available for general use. Whilst every care has been taken to ensure products are bug free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use. Any scripts, cgi applications, php scripts or software written by Diop Design remain the property of Diop Design and may only be commercially reproduced or resold with the permission of Diop Design. Where applications or sites are developed on servers not recommended by Diop Design, the client is expected to provide information, software and support relating to the server to assist with the correct development of the application. Any assistance or work required from Diop Design for external hosting will incur additional charges. Where a large application is to be developed, the client is responsibile for providing a testing environment as similar as possible to the final production environment. When a project has been delivered and approved, the client will have a three month grace period where Diop Design will address any reported system errors or bugs free of charge. After this grace period any required maintenance will be billed at our standard hourly rates.
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14. Compatibility Diop Design will ensure that any site or application will function correctly: On the server to which it is initially installed When viewed with current Microsoft Internet Explorer version 6 to current full release When viewed with Mozilla version 2 to current full release Diop Design can offer no guarantee of correct function with all browser software including future releases. 15. Website hosting 15.1 Hosting is available through Diop Design hosting. Any client requesting hosting on another server will be charged a fee for the time taken to transition the website to the preferred hosting provider. 15.2 Please note that Diop Design accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)
15.3 Diop Design cannot guarantee the availability or continuity of this service and cannot accept liability for loss of revenue caused by the unavailability, malfunction or interruption of this service.
Diop Design reserves the right to refuse handling of material which may be deemed offensive, illegal or controversial. In this instance, hosting services may be terminated. 16. Payment of accounts A deposit by the client is required before Diop Design can commence a project. Any outstanding accounts for work completed by Diop Design or our affiliates requires payment in full no later than 15 days from the date of invoice. On completion of a project the client is obliged to pay the balance in full.
Diop Design will contact clients to remind them of payments due if they are not received. If accounts are not settled and Diop Design have not been contacted regarding the delay, website access may be denied and web sites or projects removed. 17. Complaints procedure Any client experiencing problems with a web service provided by Diop Design should contact their assigned Project Manager or email info@diopdesign.com.au . Clients should supply the URL of the problem and clearly outline the issue in question.
Diop Design will contact the individual responsible for the material in question with a view to resolving the matter satisfactorily. 18. Dispute Resolution
Formal complaints procedure: The formal complaints procedure is in place should a client feel that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure. A formal complaint should be made in writing to Diop Design who will acknowledge receipt and ensure that the matter is examined within 5 business days. An initial response will be issued within seven days of receiving the formal complaint and a full and considered response will be issued within 30 days. Any required action will be implemented with minimal delay. 19.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:
18.1 Technical assistance via telephone or email will be offered Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates. See particulars of hourly rates in our Fee Schedule.
18.2 Diop Design can provide a content maintenance service if required. This is billed at our standard hourly rate or an agreed monthly/annual content maintenance contract.
20. Intellectual Property 20.2 Diop Design retains the Copyright in and the right to use all artwork created in advancing the profile of Diop Design and to be recognized for artwork created by Diop Design. 20.3 Diop Design shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, Diop Design shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise. 21. General 21.2 Written communications between us may take the form of letters, formal documents, faxes or emails. 21.3 Diop Design may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment. 22. Goodwill 22.1 This proposal assumes goodwill from both sides regarding:What can reasonably be achieved in a given time frame& making best use of resources to achieve the most effective outcomes. |