Website Design Terms of Business
1. Definitions - In these terms:
1.1 - "Excess Work" means all work required by you not included in the Submission, outside the scope of works or work completed (as approved by you in writing) which must be further amended.
1.2 - "Intellectual Property" means copyright, trade mark, design, patent, semiconductor or circuit layout rights relevant to, inter alia:
(a) textual, graphical, audio and other material displayed on the Website;
(b) screens, organisation, patents and operation and control features; and
(c) all software associated with the Website.
1.3 - "Materials" means all items or things created, provided or obtained by RMBD to complete the Website, including any drawings, sketches, artwork, photographs, computer disks, digital files or otherwise.
1.4 - "RMBD" means Red Meets Blue Pty Ltd trading as Red Meets Blue Design.
1.5 - "Submission" means the cover letter, overview, project timeframe, quotation and acceptance form accompanying these terms of business.
1.6 -"You" or "Your" means the client referred to in the Submission.
1.7 - "Warranty Period" means a period of ninety days from the commencement of this agreement.
1.8 - "Website" means your location accessible on the internet through the world wide web and which provides multimedia content via a graphical user interface.
2. Agreement
2.1 - Upon you appointing RMBD to create the Website, an agreement will come into existence comprising these terms and RMBD’s Submission, as varied with RMBD’s written approval.
2.2 - Subject to the specific details of RMBD’s relevant Submission, these terms cover all ongoing and future work undertaken by RMBD for you unless varied with RMBD’s written consent.
3. Proposals and/or Pitches
Where Materials are submitted to you for any reason where terms of business have not been agreed to, their provision is made on the basis that RMBD retains copyright and all other intellectual property rights in the Materials and that the recipient of the Materials will keep them confidential and will return them complete and uncopied if the Submission (pitch or Website proposal) is unsuccessful.
4. Instructions
4.1 - You will use your best endeavours to ensure that all instructions are in writing and, in particular, you will sign off on all work produced. RMBD will not be liable for any errors or omissions resulting from oral instructions or from a failure on your part to sign off on any work.
4.2 Subject to clause 4.1, your instructions will include the following instructions:
(a) provision of all data to be incorporated in the Website;
(b) provision of all logos, designs, graphic and related materials to be incorporated into the Website; and
(c) provision of any other information, ideas or suggestions which are to be expressly considered by RMBD in creating the Website.
4.3 - You must ensure that information supplied to RMBD is not illegal or prohibited by laws which apply to you and RMBD.
5. Deposit, Fees and Expenses
5.1 - Before the commencement of work, you agree to pay a deposit of 50% of the quotation provided in the Submission.
5.2 - Unless agreed in writing by RMBD, all remaining fees and expenses are payable immediately on delivery of the final work.
5.3 - If staged payments are agreed to, RMBD reserves the right to cease work until all outstanding amounts are paid.
5.4 - If you request Excess Work, RMBD reserves the right to charge you additional fees at the rate of $150 per hour or higher depending RMBD’s current hourly charge out rate.
5.5 - Unless otherwise stated, goods and services tax ("GST") will be charged in addition to the quoted fees and on all expenses where it applies.
5.6 - If RMBD contracts the services of outside parties as part of the scope of work, their fees will form part of RMBD’s account (unless agreement is reached that they be billed direct to you) and will include an additional fee for supervision, outlined in the Submission.
5.7 - If any payments under this clause remain unpaid for more than 14 days, RMBD in its absolute discretion reserves the right to charge interest at the rate of 8% per annum, calculated daily, until payment is made.
6. Timelines, Acceptance Test And Cancellation
6.1 - While every effort will be made by RMBD to meet agreed timelines, RMBD will not be responsible for delays caused by unforeseen events or circumstances beyond RMBD’s control.
6.2 - If you cancel this agreement for any reason (which cancellation must be in writing), you must pay all fees and expenses incurred by RMBD to the date of such cancellation, plus 50% of RMBD’s profit cost for the Website.
6.3 - Upon the completion of the Website, RMBD will conduct an acceptance test. You will be given the opportunity to participate in the acceptance test Upon completion of the acceptance test, RMBD will give you written confirmation that the Website operates in accordance with your instructions and complies with all functional specifications.
6.4 - If RMBD does complete all work required for the Project but awaits content or details from you and RMBD has requested these details and you have not answered its request within 14 days, RMBD can invoice you for 90% of the total invoice value of the Project.
7. Copyright and Intellectual Property
7.1 The ownership of Intellectual Property in all Materials produced by RMBD which are not ultimately used in the Website remains with RMBD.
7.2 RMBD will maintain the confidentiality of any information supplied by you, but only if you advise in writing that such information is confidential.
7.3 No Intellectual Property rights in the Materials will be licensed to you until RMBD has been paid in full all fees and expenses due.
7.4 Once all RMBD’s fees and expenses have been paid, RMBD will licence to you copyright in the Material, limited to the purpose described in the Submission. RMBD’s fees are based upon this limited licence of copyright. If you require a more-encompassing licence or assignment, this must be the subject of further negotiations between you and RMBD. An assignment of copyright will only be granted if RMBD provides this is writing.
7.5 In all other respects RMBD retains copyright and all other Intellectual Property and moral rights (including the right of adaptation) in the Materials. In particular, RMBD may use the Website or any of the Materials for any self-promotional or competitive purpose.
7.6 Notwithstanding clauses 7.1-7.5 (Inclusive), you acknowledge that there is no assignment of Intellectual Property rights in:
(a) any pre-existing material (including but not limited to RMBD’s software, documentation, templates and data) which is incorporated into or which has been used in the course of developing the Website; or
(b) the user interface of the Website.
8. Warranties and Indemnities
8.1 - RMBD will obtain all necessary consents and approvals to ensure that the Materials may be lawfully used by you, but RMBD will not be responsible for any misrepresentation made by independent contractors or third parties involved in the Website.
8.2 - RMBD warrants that the Website will be compatible with current versions (as at the commencement date of the Website) of all major software platforms (e.g Windows XP and Macintosh OS 10.1) and browsers (Internet explorer, Firefox and Apple Safari) but cannot and will not warrant that the Website will run with future versions of these platforms and browsers.
8.3 - RMBD does not warrant that the Website or hyperlinked links on the Website are not exposed to the risk of viruses, malicious computer code or other forms of interference which may damage the Website, your own computer system or that of people accessing the Website.
8.4 - You will indemnify RMBD against all claims arising from RMBD’s use of any information or documents supplied by you or for any act or thing done by RMBD on your instructions or with your approval.
8.5 - RMBD makes no warranty regarding the suitability or otherwise of any of the Material for your purposes and it is your responsibility to ensure that the Materials comply with the requirements of any legislation regarding marketing, labelling, packaging or otherwise.
9. Content Management System
Unless advised in writing otherwise, the content management system supplied with the Website has been obtained free of charge and is subject to the terms of use of the licence holder. RMBD does not warrant that the terms of use for the content management system are not subject to change and you agree to be bound by any such terms and conditions independent of RMBD.
10. Domain name, meta tags, search optimisation and privacy policy
If a domain name, meta tags, search optimisation and/or privacy policy have been supplied to you as part of the Website development, it is your responsibility to ensure that each does not infringe the rights of any other person(s) (including internet service providers and browser software providers) and the applicable common law and legislation (state and commonwealth). In relation to the matters in this clause, you acknowledge that clause 8.2 will apply.
11. Website Warranty
If the operation of the Website is found to be defective or contains bugs and you notify RMBD during the Warranty Period, RMBD will as soon as practical rectify the defect at its own expense.
12. Retention of Files
All client files will only be kept for a maximum of six years from the date of completion of the Website. If files are required to be kept for a longer period, RMBD reserves the right to charge an appropriate fee for that purpose.
13. Governing Law
You and RMBD agree that this agreement is governed by, and will be interpreted in accordance with, the laws of the State of Western Australia.
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