TERMS AND CONDITIONS FOR WORKING WITH EMMA a.k.a. ‘WOODIE’
Please note that Woodie reserves the right to change these terms and conditions without notice.
Acceptance of work with Woodie means you accept the terms outlined below.
Woodie is based in Hobart, Tasmania, Australia.
emma@woodie.com.au
== RATES
Woodie offers two modes of service. Fixed price quote or hourly rate work. The mode will be agreed upon between the client and Woodie and relates directly to the scope of work.
My rate is set per financial year and is for all services including: project management, website development, website design, graphic design, graphic editing, branding, marketing, administration and whatever else needs to be done to make it happen.
Fixed price quotes are based on my hourly rate and a realistic time estimate for completion of your project.
Rates may be varied for existing clients only.
Rates for 2023/24 Financial Year: $170/hr
Rates for 2022/23 Financial Year: $150/hr
== PROJECT
• All estimates/quotes are based on my understanding of your requirements and as per given time-frame. Any changes to the design or functionality including micro-improvements, may incur additional costs accordingly.
• By accepting a quote or by requesting my services, you agree to and accept the terms and conditions of Woodie. Acceptance can be verbal, by email, payment of Initiation, signing a quote.
• Clients to ensure that I have included all requirements in the quotes/proposals/estimates and that I fully understand your requirements. Clients must provide me with clear guidelines along with the flow or specific details they may require. When such details are not provided, I will proceed with my understanding of the requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that you have been quoted on the right requirements.
• Any complexity related to specific tasks, must be advised in advance and included in the proposal for costing purposes. I operate in good faith and rely on my clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by Woodie.
• There are limited man-hours allocated to each task. Minor changes may be included within the allocated hours. This will be analysed on a case-by-case basis.
• I will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.
• Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs.
• Any bugs (programming errors) reported during or just after the development does not attract additional charges.
• Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges.
• Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will Woodie be liable for any delays caused by change in the project brief.
• Website/application content and all related materials need to be provided to me within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
• My websites/applications are generally tested on PCs and include near recent versions of following browsers: IE, Firefox, Chrome & Safari. If you require testing to be done on any other browser, please let me know in advance.
• Responsive/multi-device compatible web pages are tested using a virtual resolution tool online. If you require testing to be done on any other device, please discuss it in advance.
• If your website/application is not hosted on a server advised by or managed by Woodie, any additional man-hours that may be required due to any server or network related issues are not covered in my quotes and may be charged separately.
• Woodie software codes (not including open source software) are copyrights of Woodie. The codes can be handed over at an additional cost for use once all previous invoices are settled, on the condition that the codes are used only for use or modification for re-use for further development for the specified client or subsequent owners of that legal entity. Under no circumstance, the codes will be allowed to be used for re-selling or duplication purposes.
• The website or software application will be designed to be deployed on the web, via using a commercial grade web-server or a similar setup. Based on your website traffic, the website may not perform if deployed on a generic office network environment.
• Depending upon the functionalities required, there may be 3rd party components such as Third Party Payment Gateways or SSL certificates involved in building a website/application. Although Woodie does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs (such as SSL, Payment gateway, Google Adwords, Plug-in licenses etc) are not included in our quotes- these costs will be passed on exactly.
• Woodie takes no responsibility of any open source products such as WordPress. It is clients responsibility to update all components and third party softwares. We suggest you to take regular back-ups to avoid any disruptions.
• The client must recognize that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. I will try my best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize me for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
• Domain registration/renewal etc charges are not included as a part of any project/proposal unless mentioned otherwise. If required, a quote for which will be submitted separately and approved by the client.
• Hosting charges are not included in the quotations unless mentioned otherwise. Woodie can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client. Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Woodie will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
• Woodie generally builds and tests the websites/applications on our own servers or hosted domains. Woodie cannot give access to their test servers and test websites to the clients or any third party. The website/application can be transferred-off to a nominated 3rd party server upon full payment of all invoices and dues.
• Nothwithstanding any other provision in the agreement, in consideration of the client entering into this agreement with Woodie, upon full payment of any outstanding invoices, Woodie will grant an unconditional license to the client to reproduce, publish, communicate, use, exploit, vary, or otherwise deal with 1) the graphics, 2) texts and 3) images used in the published website and associated of form and functionality. This will not include the intellectual property relating to the production of the website including the digital strategies, programming codes, database structures, scripts, forms or functionalities.
• All communications/correspondences are generally done via emails. It is client’s responsibility to keep us updated with their relevant email addresses.
== PAYMENT
• All prices are quoted in Australian dollars are inclusive of GST unless specified.
• All invoices are to be processed as per the schedule via your preferred method of payment.
• Milestone payments must be made within 5 working days of each milestone/schedule, unless mutually agreed otherwise. Final payment must be made prior to website/application/project going live.
• Receipt of payment is deemed as acceptance of the quote, milestone, delivery, project and terms & conditions.
• Woodie reserves the right to negotiate and refund appropriate portion of the amount paid by customer towards the requested service. If you cancel your order after making the payment, but the work has not commenced, we will refund 75% of the payment that you have already made. If the order is cancelled after the commencement of work, the maximum refund or charge will be 50% of the invoice. There will be no refund or adjustments if cancellation is called when more than 50% of the work has been completed. All cancellations must be received in writing and can be sent via email. Telephone requests on cancellations will not be accepted.
For minor or once-off works, payments need to be made either in advance or as per the terms mentioned in the invoice/proposal. If you require any changes to the terms, you must inform us in writing (emails accepted) within two working days of the receipt of the same.
•Due date: Is the date on which the payment is due as per the terms on the invoice/proposal
Outstanding Invoice: An invoice is deemed to be outstanding if the payment is still due after 14 days of the expiry of the due date.
Debt Collection: Client is provided a further 7 days after late payment fee is applied to pay the invoice. Failure to pay will result in the outstanding amount referred to a debt collector. Synapse Worldwide will not be liable for any costs or charges associated with the recovery of the outstanding amount. Any charges associated with the recovery of the outstanding amount (debt collectors, administration charges, legal fees) will be referred to the client for processing.
• If you are late with a payment or have any queries regarding the Invoice, please contact Woodie immediately on receiving the invoice or reminder emails.
• All communications/correspondences are generally done via emails. It is client’s responsibility to keep us updated with their relevant email addresses.
• Any payment relating to the domain name registration renewal or hosting or any 3rd party products or service purchased on behalf of the client will have to be paid in full and is non-refundable. In case of all renewal cancellations, we must be notified atleast 30 days before the renewal date.
• Woodie generally builds and tests the websites/applications on our own servers or hosted domains. The website/application will be transferred-off to the nominated 3rd party server upon full payment of all invoices and dues.
== DISPUTES, LIABILITY & INDEMNITY
• In an event of a dispute, Woodie reserves the right to charge the client in full for the work done as well as for the resources spent in managing the dispute. In such an event, Woodie reserves the right to charge the client without honoring any discounts that were previously honored in good faith. Under no circumstances will Woodie be liable for any damages arising from misrepresentation or misinformation.
Woodie reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.
Woodie provides its services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation. We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
Relationship of Woodie with its suppliers, partners and sub-contractors is of an independent nature. None of the parties have any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.
Client will indemnify and hold Woodie, my licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (the “Indemnified Parties”) harmless from your breach of any of these Terms And Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorized in these Terms and Conditions. Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information obtained from Woodie.
Woodie will not be liable for any breach of the agreement which is caused by a matter beyond its reasonable control including but not limited to Act of God, fire, lightning, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities.
== HOSTING
Hosting is an annual charge which must be paid in advance for the whole year. Woodie will pass this cost on directly to the client if the hosting is managed by Woodie.
It is the client’s responsibility to renew the hosting/pay the hosting invoice in time ie. before the expiry date. Failure to renew in time can lead to loss of files, data, emails, backups etc. All unpaid hostings are disabled or deleted from the server.
All renewals must be paid by seven working days prior to the expiry date. Woodie will not be responsible for issues relating to delayed payment.
Hosting are non-shared servers hosted via third party providers. Woodie ensures best to my ability that my systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however I will not be held liable for any disruption of services if such situation arises.
Client is solely responsible for the content stored on and served by the hosting service purchased and the activity of any scripts or email services created under the hosting service. The client must maintain the security of all account passwords and applications or scripts and ensure all scripts under the hosting service are free from malicious content that may harm any part of the Server, other client accounts hosted, or the external systems of visitors viewing the hosted content.
In case of a malware attack, Woodie reserves the right to delete files on the hosting service without giving any prior notice.
Cancellation/Termination:
Hosting Cancellation requests must be sent in writing by email one month prior to the expiry of the same. Once the hosting has been renewed, it cannot be cancelled and must be paid for the full year.
If the hosting is not paid and renewed before the expiry date. I reserve the right to disable the hosting and all associated services including emails and dns records. Additional charges will be applicable to re-enable the hosting. Woodie will not be responsible for any loss of data, files, emails, backups, restoration costs etc.
If a hosting has been cancelled / disabled then all files, emails, databases and backups will be deleted from the server without any notification to the client.
Once all invoices are paid, it is client’s responsibility to request for the files subject to the below:
– Woodie owns copyrights of all codes written for any client, unless arrangements are made prior to start of the project. Woodie warrants a license to use any custom built software for the client, for their use only. This license is granted while paying for the hosting. Woodie websites cannot be transferred to any external host; this includes any access to the software codes. FTP and Control panel access is not provided.
Emails:
All emails are to be downloaded on the client’s computer periodically. Email boxes must be kept within their quota limits. Periodical maintenance may be carried out on the email box and emails older than 6 months are deleted.
Client’s must not use the email hosting for inappropriate content and other undesired emails which can result in spamming or infecting the server. Under such circumstances, immediate action will be taken and the required files and data will be deleted without any prior notice.
Woodie can assist clients to purchase email packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
Hosting are on non-shared servers hosted via third party providers. Woodie ensures best to my ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however I will not be held liable for any disruption of services if such situation arises.
== DOMAINS
All domain registrations and renewals are to be paid in advance.
Expiration of a domain can result in service disruption and loss of domain.
Woodie will not be responsible if a domain expires due to non-payment / late payment of the charges. All payments must be made by seven working days before the expiry date.
It is client’s responsibility to renew their domain names with me, if I have provided this service.
All invoices and dues must be paid in full before we release the requested domain name.
Woodie has the domains in a common pool account and therefore cannot give access to its domain control panel.
Woodie will pass on domain renewal costs directly in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
== INTELLECTUAL PROPERTY
All content of this website is a property of Woodie unless otherwise specified. Woodie reserves the right to change the content or policies without any prior notice.
The project related copyrights can be transferred to the client at an additional cost, after the full payment of the project and upon signing the Certificate of Acceptance. Woodie reserves the rights to refuse the transfer of ownership if irregular circumstances arise.
Copyrights handed over to the client do not include rights to re-use the code for another website or re-sell the programming codes for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.
In an event of a Webmaster change, site owners are not allowed to display the credits to the new website, unless such time that the website functionality and appearance is changed by over 50% of my original work.