Terms & Conditions
TERMS AND CONDITIONS OF SERVICE
Platform® Intellectual Copyright:
Platform® holds intellectual copyright of any material, including, solution designs, source code and original images created for the client until payment of the final invoice. At this time we will transfer this intellectual copyright to the client. All website quotation and costing documents are supplied on a confidential basis and permanently remain the Intellectual property of Platform®. NOTE. Platform® does not release PSD format files of any work unless otherwise stated and agreed.
Clients Responsibilities with Regard to Copyright:
a. In situations where the client provides images, text, animations, layouts or any other content for their website they are legally responsible for ensuring that this material does not infringe any copyright or other laws.
b. Certain materials including images and font licenses provided by Platform® may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a website. The license may not permit them to be used in publicity material. The website owner is legally responsible for ensuring that this does not happen. If you wish to use any images from the site for other purposes please contact us for clarification.
All third party costs shall be met by the client unless otherwise stated
If internet marketing services (SEO, SEM, PPC etc) has not been agreed as part of the contract the client must be aware that Platform® is not responsible for ongoing web site promotion. Should the client require the site to be promoted on an ongoing basis a separate contract must be agreed. The order in which websites are ranked in the natural search results is controlled by the search engines. While we can implement some optimising measures in the initial design and build stag of the website, it is impossible to make any guarantees on ranking position. Extra to this Platform Digital® cannot guarantee any website ranking positioning for any key words under any conditions. This is a result of the varying nature of the search engine algorithms, and also a result of external factors determining ranking positioning, such as the clients own authored content.
Should the client wish to cancel the project after payment of any first deposit amount, then any initial project deposit amounts are non-refundable. Should the client wish to cancel at any other point during the process they shall remain liable for the work that has taken place and shall be invoiced accordingly.
Conceptualising is the process of producing website page concepts for clients. Concepts can also include banner mock ups and icon mock ups. Platform® have provided a rigorous information and requirements gathering phase prior to the actual design stage, and it is intended that this phase will allow Platform Digital® to understand the clients design requirements. As a result only two home page or interface concept designs will be supplied, and then there will be provision for revisions. These revision requests are limited to altering or adding parts to the chosen concept, and cannot constitute as a request for a new concept. Revisions can only be requested during the stated design phase of the project, unless the design phase has been extended due to Platform Digital® delays. Requirement for additional concepts or works outside of the designs phase will be quoted as extra.
The price quoted to the client is for the work specifically agreed to only. Should the client add to the scope of work then additional charges will apply. Correspondingly, should the client scale back the scope of work a refund is not guaranteed. The condition where a refund is not guaranteed includes when a total project discount of costs has been provided. Refunds may also only be provided if no work has commended on an item that has been removed from the project scope, or de-scoped.
The project schedules, time lines and delivery dates expressed by Platform Digital® in this document, any other document or by any other means of communications are indicative estimates only. There may be occasions where product delivery or demonstration of completion of works does not correspond to these expressed schedules, timelines or dates. Projects delivery may be delayed as a result of 3rd party vendors internal delays or delays in the provision of client feedback, materials, materials compatibly or milestone sign off.
Exclusion of Liability:
Except in relation to property damage (excluding loss of data), injury or death it is agreed by the client that Platform® will not be liable for any damages or loss incurred by the client including, loss of revenue, loss of opportunity and loss of profit. The client also agrees that Platform Digital® will not be liable for any damages incurred indirectly by any 3rd party’s related to the client or the clients business, where the 3rd party may seek legal action or compensation of any kind from the client.
Either party may terminate this agreement upon the provision of 30 days written notice to the other party. Platform® may terminate the project immediately and without prior notice if the client does not make payments for invoices issued, or if the client obstructs Platform Digital®’s ability to work on or complete the project.
a. If the Client terminates the project prior to its completion, then all deposits made to that date are non-refundable. The Customer will also be required to pay for any unpaid work or costs incurred by Platform Digital® in relation to the project. Upon receiving any outstanding balance Platform Digital® will provide works to the point of termination in disk format, conditional that the works can be provided in that format. If the works require additional costs to retrieve from or co-ordinate retrieval from a 3rd party, then then these costs will be incurred by the client.
b. Platform Digital® may immediately terminate this Agreement upon the Customer becoming Insolvent.
Payment – Refund Policy:
After work on a website commences advances are not refundable.
Unless otherwise agreed, payment is only accepted by direct bank deposit or Cheque. If payment is made by Cheque, then works corresponding to the payment will commence upon clearing of the Cheque payment funds in Platform®’s account.
Payment of Balance:
Invoices are only issued corresponding to pre-defined payment milestones or pre agreed terms. Payment of invoices is required for works to commence on the quoted works. We reserve the right not to launch a website until full payment has been received.
Your website will be handed over as a fully functioning, completed work. Unless it has been agreed beforehand Platform Digital® is not responsible for future support. Support can be provided upon request. Please note that there are 2 levels of fees.
Expedited requests: All requests that are considered to be urgent, where delivery is required within 24 hours of the request, will incur a minimum charge of $399.80 plus gst.
All other support requests are charged at $192.00 per hour plus gst.
There is a 14-day grace period upon completion of the website, where all minor modifications to the site are free (for example, minor graphical changes). However, major structural, content or graphical modifications are subject to a fee. To avoid these charges, a 12 month maintenance package can be purchased at any time.
Access to Client Hosting Space:
We may require ongoing access to our clients’ hosting space to allow us to support and monitor their websites. This access is via a user ID and password combination, which the client may change after the website is handed over. If the client chooses to change the password we will no longer have access to the website and further support will not be possible.
3rd party conflicts:
a. If the client requires any 3rd party to access the development environment whilst the site is in production, then the agreed warranty is null and void. Correspondingly any additional work required to identify or repair any issues resulting from access by any 3rd party are not covered under any agreement between Platform® and the client. Any such work will be charged as extra at the hourly rate of $160 per hour plus GST, plus 20% project management costs. The same applies for the warranty period and for any period for which Platform Digital® is commissioned for ongoing website maintenance.
b. Platform Digital® does not accept responsibility for any failure in any 3rd party software or other product outside of the warranty or covered service period c. Platform Digital® manages the website hosting accounts for certain clients. For these clients there are additional terms and conditions supplied specifically for that hosting service
If at any point during the process of the web design a designer feels that the website is going to be used for an illegitimate purpose, then Platform Digital® have the right to refuse to complete the website, this is for the protection of our clients, the consumer and ourselves, as we have a responsibility to all three.
If there is any malicious activity on the website once it has been completed, then there will be additional costs to amend any issues with the website.
Compliance with Ecommerce, Accessibility or Other Regulations:
We design websites in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations.
Compliance with Laws and Regulations:
We cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. We can research this on the client’s behalf upon request, but in any business where complex compliance issues may exist we recommend that the client takes legal advice from their company lawyer or other relevant 3rd party service provider.
We cannot accept responsibility for any security breaches or malicious activities that adversely impact on the live website. Platform® can advise upon request how the client can better secure their website. This may include implementing project specific security measures, and may also include referring the client to a dedicated 3rd party security service provider.
Digital Marketing Service Contracts (Our Services):
Please note that the following terms apply to all digital marketing service contracts irrespective of their method of approval (i.e. verbal or in writing).
Please see the specific terms within the binding contract agreement.
The following terms apply if there has been an agreement reached between Platform® and the client, where the agreement was made orally in advance of a contract.
Note: As stipulated by The Law Society of Australia, the verbal contract is a binding agreement which governs the relationship between two or more people or companies, setting out what they must and mustn’t do.
1. All terms of the contract remain applicable upon the commencement of services (prior to written agreement)
2. All work performed and assets produced by Platform® remain the intellectual property of The Platform Group until the contract term has ended, where within a 30 day cool-over period, full rights will be surrender to the client upon full receipt of payment.
Cancellation of Services:
If the contract is prematurely cancelled prior to the agreed service term, the client must pay Platform in advance to the value of 6 months worth of service fees, with the exception that the cancellation was due to:
(a) Unacceptable service professionalism and performance*
(b) Misconduct committed by an employee at Platform® which is in breach of any of the client’s governing policy
A 30 day cancellation period applies in all instances. Work performed to date will be charged for and invoiced accordingly.
*As stipulated in the terms of our digital marketing contracts:
• Platform® has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Our client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than 6 months. This is referred to as the “Google Sandbox”. Platform assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
• Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional Digital Marketing. Should a listing be dropped during the Digital Marketing campaign and does not reappear within 60 days of campaign completion, Platform® will re-optimise the website / page based on the current policies of the search engine in question.
Upon formal agreement, whether verbal or written, the client must acknowledge the following with respect to services:
• All fees are nonrefundable.
• All fees, services, documents, recommendations, and reports are confidential.
• All intellectual property remains to the ownership of Platform® until the full service term has been fulfilled and all outstanding payments made by the client.
• In the case where account access details have been provided to the client, the client acknowledges that all accounts remain the property of Platform® at all times, until all amounts are paid for and have been received in full.
Intellectual Property Rights (IPR):
All intellectual property remains the property of Platform® including the following assets:
• Search Engine Marketing Strategies, Advertising IP, Content and Account Settings
• Social Media Marketing Strategies, Account IP, Advertising IP and Account Settings
• Online assets including e-commerce stores, websites, microsites, portals and IT hosting accounts which are hosted in Australia and in any other country
• All other marketing communications and collateral which have been produced by Platform®
Only when the following is achieved will all assets be surrendered to the end client (with the exception of Google Adwords™ accounts which are apart of Platform’s Master Account):
• The full service term agreed to in writing or verbally has been reached
• All outstanding invoices are paid in full
Once all outstanding amounts have been received by Platform®, Platform® will then release the account log-in credentials and rights for use to the end client for use. In the situation where log-in credentials have been provided to the end client for temporary access for report viewing purposes, the end client must never abuse this right by:
1) Passing on the credentials to another competitor who may replicate our intellectual property, which includes: taking copies or replicating the data, content, strategy and executional work, account settings, advertisement settings, or any details relating to the set-up and running of a campaign in anyway whatsoever which has been conceptualised, produced and created by Platform®
2) Under no circumstance whatsoever, must the client pass Platform-owned account details and/or Intellectual Property onto a competitor whom may benefit from the research, insights, strategic developments, content, account settings and activation efforts which may cause any threat, harm or damages to Platform®’s business and operation.
If the client breaches this IPR and if within five (5) business days of your receipt of a reasonably detailed written request to remedy, you have not remedied all breaches, Platform® may, with immediate effect, terminate the all user rights granted under this IPR without prejudice to any available rights and remedies at Platform®’s discretion and following written notice to you by Platform®, you will permanently destroy all copies of our intellectual property any related materials in your possession or control.
Transfer of Intellectual Property to Client:
Please note that, only upon receipt of full payment, a 30 day period is required by Platform® to release all intellectual property and rights if required.
A ‘Hand-Over’ fee will apply which is to be quoted at time of exit. An absolute minimum charge of $1,935.20 + gst applies in any instance which includes to 4 hours of our time, up to 1 x DVD and postage by Standard Australia Post to one location in Australia or New Zealand. Any additional hours thereafter will be charged at $241.90 + gst (if required).
Hand-over tasks and obligations must only occur once:
a) The final contract end date has been set and is mutually agreed to by the client and Platform®, and
b) All out-standing amounts have been received in full – Platform® will not proceed with any hand-over obligations until this requirement is met.
- If any part of portions of these Terms and Conditions shall be declared invalid, void or enforceable, the remaining Terms and Conditions shall remain in force and effect.
- These Terms and Conditions set forth the entire agreement between you and us relating to your access and use of the Website and Our Services.
- If any provision of these Terms and Conditions is deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable from the other provisions of these Terms and Conditions and shall not affect the validity and enforceability of any other provision of these Terms and Conditions.
- These Terms and Conditions constitute the entire agreement between us and you in relation to the Website and Our Services and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral or written, between us and you in relation on the Website and Our Services
- The Terms and Conditions are governed by the laws of New South Wales and subject to the non-exclusive jurisdiction of the courts of New South Wales.