Our Commitment to you
1. We respect our CLIENT’s confidentiality (Item 7).
2. We use open-source solutions wherever possible. This means no vendor lock-in and software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 12.1).
3. If the CLIENT determines that the website does not comply with the project components agreed to in this document, DESC Designs agrees to carry out any necessary and reasonable modifications without extra charge (Item 22).
4. The CLIENT is free to move their domain name, website and data in its entirety to another service provider should they so wish (Item 17.1).
This document defines the terms and conditions of the working relationship of the Parties to this Agreement. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.
All services that DESC Designs ABN 91 235 269 868 (referred to as DESC) may be contracted to produce or provide for (referred to as CLIENT) will be subject to the following:
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules, or attachments hereto.
“Content” means all materials, information, photography, writings, and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and work product specified in the Proposal to be delivered by DESC Designs to the Client, in the form and media specified in the Proposal.
“Services” means all services and the work product to be provided to Client by DESC Designs as described and otherwise further defined in the Proposal.
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the final Deliverables.
“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
1. Authorisation the CLIENT authorises DESC Designs to perform the services outlined in this Agreement for the CLIENT, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.
2. Agreement DESC Designs supplied, costs and rates are limited to what is set forth in this agreement for the period specified. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after the period specified in this Agreement.
3. Costs and Fees
3.1 Professional services are billed at $75 exclusive of GST per hour for the duration of this agreement. DESC Designs reserves the right to adjust rates after the period of this agreement. Small tasks are in billed in 30-minute blocks.
3.2 Fees for professional services do not include outside purchases such as, but not limited to, software licensing (themes, plugins, images). Expenses are itemized on each invoice. Expenses are subject to GST. Outside purchases will be approved by client before purchase.
4. Meetings and Production Schedules
4.1 Production schedules will be established and adhered to by both the CLIENT and DESC Designs. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be incurred due to increases in time to manage or deliver the services.
4.2 DESC Designs reserves the right to periodically adjust project milestones during the project.
4.3 The project milestones set do not factor in extensions of time resulting from client’s internal decision-making/information gathering processes, delays in the client providing information to DESC Designs, changes requested to the original project proposal, delays due to website host companies and absence of the CLIENT.
4.4 Both the CLIENT and DESC Designs are required to provide the other party with 24 hours’ notice to re-schedule meetings.
5. Overtime Estimates are based on a reasonable time schedule and may be revised to take into consideration the CLIENT’s requested “priority scheduling”. Requested priority schedules that require overtime and weekend work will be subject to 60% mark-up at an hourly rate and need to be agreed to beforehand by both parties. Overtime is defined as between 6.00pm – 10.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.
6.1 The CLIENT agrees to pay DESC Designs in accordance with the terms specified in each proposal/estimate. The CLIENT will be required to pay 50% of the project cost before commencement of work. If Domain Registration/Hosting is to be required, this is to be paid for in full prior to commencement of work. Our hosting charge starts from when you sign up. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project. Special discounts apply for accounts paid in full prior to commencement.
6.2 If instalments are chosen for payment (see proposal/estimate), the CLIENT is required to pay milestone payments within 7 days of invoicing. DESC Designs reserves the right to pause work after 7 days upon late payment, pending payment or negotiation.
6.3 Websites and commissioned work will be published live or transferred to the client’s server upon payment of all project fees.
6.4 In the event of cancellation of the project prior to completion, the CLIENT must pay DESC Designs a fee for work completed, based on the contract price and the expenses already incurred.
7. Confidentiality and Privacy
7.1 DESC Designs will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.
7.2 This obligation of confidence will cease to apply in relation to information that DESC Designs is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by DESC Designs of its obligations of confidence under this Agreement.
8. Subcontractors – DESC Designs reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement. DESC Designs will notify client of subcontractors working on this project and their role.
9. Promotion – DESC Designs is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that DESC Designs reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of DESC Designs services. The CLIENT agrees to allow DESC Designs to retain a credit and link from the footer of the website.
10. Copyright – the CLIENT is responsible for all trademark, service mark, copyright, and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials DESC Designs uses for this project. The CLIENT indemnifies DESC Designs against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
11. Project Copyright
11.1 After acceptance of the website and payment of all sums due by the CLIENT, DESC Designs agrees to assign perpetual and unrestricted copyright to use any materials produced by DESC Designs in accordance with this Agreement to the CLIENT including exclusive usage rights to unique graphics.
11.2 DESC Designs reserves all rights to license (open source) and release all software code including website templates developed under this agreement.
12. Open Source Software
12.1 DESC Designs makes extensive use of open source software and components to supply websites and services to the CLIENT. DESC Designs will not charge additional licensing fees on open source software.
12.2 All software and components not developed by DESC Designs retain the original license and terms associated with them. DESC Designs cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
13. Dispute Resolution – In the event of unresolved disputes between the parties to this Agreement the following dispute resolution procedure will apply:
a) the party claiming that a dispute has arisen in relation to this Agreement shall give the other party written notice specifying the nature of the dispute;
b) within 10 Business Days of receipt of that notice the parties must hold discussions and negotiations in good faith in order to amicably resolve the dispute. Failure to resolve may result in VCAT proceedings.
14. Force Majeure
The Client and DESC Designs shall not be deemed in breach of this Agreement if one party is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any other event beyond DESC Designs or the Client’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the party shall give notice to the other party of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
15. Purchased themes and other software DESC Designs takes no responsibility for the quality of purchased or leased themes, plugins and other software (defined as purchased software), assumed to be of a professional quality. If software is supplied with bugs and defects, DESC Designs will not be liable for fixing them.
16. Termination Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, DESC Designs shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within fourteen days of DESC Designs delivering an invoice to the CLIENT after notification by the CLIENT to stop work. In the event of termination, the CLIENT shall also pay any expenses reasonably incurred by DESC Designs pursuant to this Agreement.
17. Data, Security and Ongoing Management
17.1 Upon the end of this Agreement, The CLIENT is free to transfer their website management to another service provider. DESC Designs will supply the last backup of the site and associated data. DESC Designs will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.
17.2 Ongoing Management (unless agreed upon in proposal/estimate) is not included in this agreement and will require an additional agreement.
17.3 If the CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies DESC Designs against any loss or damage arising directly or indirectly from website downtime or security breaches. DESC Designs will also have no rights of access to the site nor make any changes to the site without direct consent of the owner.
18. Client Responsibilities If the CLIENT or their agent or contractor employed by the CLIENT other than DESC Designs attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed as an additional cost above the costs outlined in this agreement and at our professional or overtime rates.
19. Domain Names
19.1 All domain names are legally owned by the CLIENT. All domain names registered by DESC Designs are subject to availability and registration rules. DESC Designs will manage the domain(s) and DESC Designs will invoice the CLIENT when fees are due.
19.2 DESC Designs uses Conetix (referred to as REGISTRAR) to manage our CLIENTS’s domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on their website: conetix.com.au
19.3 The CLIENT indemnifies DESC Designs against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.
20.1 The CLIENT is responsible for contacting their chosen host for support relating to hosting matters. DESC Designs will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.
20.2 DESC Designs will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames. This includes delays caused by slow server speeds and incompatibility with hosting environments.
20.3 DESC Designs will advise the CLIENT if Conetix is preferred as the hosting company due to the limitations of some other registrars.
21. Browser Variance – DESC Designs websites are tested against the browsers and devices outlined in Schedule 2. Support for additional browsers or devises will be quoted by request.
22. Colours – Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography may change between computers and monitors.
23. Testing and Acceptance of the Website once the project has, in the opinion of DESC Designs been completed, DESC Designs will notify the CLIENT either verbally or in writing and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, DESC Designs agrees to carry out any necessary and reasonable modifications without extra charge.
24. Errors and Omissions
24.1 DESC Designs is not liable for content errors or omissions.
24.2 The CLIENT indemnifies DESC Designs against any loss or damage arising directly or indirectly from any errors and omissions.
25. Copy All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office).
26. Images Graphics and photographs are to be supplied in digital format to DESC Designs. Photographs must not exceed a file size of 10mb each (unless by prior arrangement). Images supplied to DESC Designs by the CLIENT must not be subject to copyright. All images supplied must be owned by the CLIENT or commercial free photo’s. Any copyright infringement, will be the responsibility of the CLIENT.
26.1 Branding All logos and branding must be provided in an industry standard vector format (preferences are: PNG, PDF, PSD).
Client setup – DESC Designs assumes that the client has a level of digital business skills that includes:
• Has setup and is fluent using email and attachments
• Has installed and is fluent using an internet browser using the latest version.
Website Testing Due to the vast variance of devises and browsers, testing has become very complex. We provide simple testing using browser-based emulators to test websites. We cannot test using all physical devises and setups. We will test on the latest versions of browsers on the latest operating systems at the date of publishing the website.
• Laptop/Desktop – Windows 10/Mac – Chrome – Firefox
• Laptop – Windows 10 – Microsoft Edge
• Laptop – Mac/OSX – Safari
• Phone – IOS – Safari / Android – Chrome
• Tablet (standard size iPad) – OSX – Safari
DESC Designs will test and optimise for additional browsers and devices if requested by the CLIENT before commencement of the project for additional fees. DESC Designs can also test and optimise for additional browsers and devices if requested by the CLIENT upon completion of the project for additional fees. It will likely be more expensive to test for extra browsers upon completion of the project.
Content – the CLIENT is responsible for all content. If any request for content or images, this will be supplied for an additional charge.
Costs and Fees – If the project requires additional Project Management, we will charge the client the additional time at $75 per hour exc. GST. DESC Designs has budgeted for Technical Development based on your initial brief. If the project requires additional Technical Development, which will be finalised in the Prototype planning phase we will quote the additional time at $75 exc. GST per hour.
• Training $100 for 2-hour session (for group training – 2 or more $75 per person extra)