Website Design Terms Of Business & Services
These terms of business and services cover the conditions of working with Hola as a customer or client and details specific terms for the supply of services. We ask all clients to read and understand these conditions before accepting a quote and / or providing instructions to commence work.
Contract: The Client’s approval for work to commence shall be deemed a contractual agreement between the client and Hola.
Important: Approval by email for the work to commence indicates that the Client accepts the terms and conditions outlined in the document.
- Definition of Terms
- Business Terms
- Financial Terms & Charges
- Completion of Work
- Creative Media Terms
- Data Storage Policy
- Disclaimer & Waiver
- Intellectual Property
- Rights & Responsibilities
- Service Specific Terms
- Additional Terms
Hola: Means Hola! Websites
Client: Means the customer / the client.
1. Definition of Terms
- Domain Name: The root address of a website, e.g. www.example.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee
- Copyright: Refers to laws that regulate the use of the work of a creator, such as an artist, photographer or author. This includes copying, distributing, altering and displaying creative, literary and other types of work.
- Downtime: Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
- Host: The company on whose system the Website physically resides.
- Link, Hyperlink: A ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
- Search Engine: A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
- Website: A collection of web pages and associated code which forms an integrated presence.
2. Business Terms
- Contract: The instruction for work to commence and the payment of the required deposit by the client constitutes a contractual agreement between the client and Hola. The instruction for work to commence and / or payment of the required deposit indicates the client has read and agreed to the terms & conditions outlined in this documentation.
- Start Date of Works: Work on projects will commence within 10 working days from the date the required deposit is paid and cleared unless a prior agreement exists.
- Agreement of Delivery: Acceptance of agreements and deposits by Hola constitutes their agreement to deliver the outlined project subject to the terms and conditions outlined in this document and compliance of these terms by the Client. This does not include customer satisfaction.
- Delivery Schedule: Hola agrees to deliver the finished project by either the scheduled or agreed date of delivery subject to any disclaimers / waiver’s as within. No compensations in financial or services is provided for projects completed after scheduled delivery dates.
- Time Frames: Unless otherwise arranged, Hola agrees to complete all projects within 3 months of the Start Date of Works. If a delay occurs due to the actions of the Client, including but not limited to the supply of copywriting, images, other content to include in the website, or lack of adequate feedback or approval by the Client, and the project extends beyond the 3 month period, Hola reserves the right to invoice the Client for the full amount of the completed project. The project can then be completed at a later date when the Client is ready to proceed but Hola reserves the right to charge a reasonable fee for completing this works if they deem appropriate.
- Office Hours: Normal office hours apply Monday to Friday AEDT (Sydney time). These are the scheduled working days.
- Overtime & Requested Hours: Requested Saturday, Sunday, after hours or public holiday hours are charged at a higher hourly rate that Hola deems adequate. Requested hours apply when the client specifically requests for work to be done inside these hours / days.
3. Financial Terms & Charges
- Quotations: The price quoted to a client is for the cost to complete the project as detailed in the quotation. Alterations or adverse changes to a project brief may result in a re-quote being delivered to the client where additional charges may or may not apply. Quotes are valid for the number of days stated on the quotation.
- Deposit: A deposit of 50% of the total cost of the project is required before work can commence. On occasions alternative deposit amounts are scheduled. This deposit is non-refundable. The remaining 50% shall become due during and/or at the completion of the project when the Work is completed to the reasonable satisfaction of the Client (Subject to the terms under section 4 of this document “Completion of Work”)
- Payment Options: Payment is currently accepted by direct deposit in Australian Dollars (AUD) unless otherwise agreed. See quotation or invoice terms for details.
- Payment Due Dates: Invoices are due by the due date stated on them. Late payments are subject to interest charges and service suspension where applicable, see invoice terms for details.
- Call Outs and Meeting Charges: To compensate time out of our offices, where customers request a meeting or a call out we apply the following charges at an hourly rate of $110 with a minimum charge of $110. Time is recorded from the departure of our offices up until our return and includes the time during the meeting / call out.
– Prospects are excluded from these charges.
– Pre-scheduled meetings that were quoted for or included in a project quote are excluded from these charges.
– Charges exclude any materials / Intellectual Property supplied as part of the call out and in turn such materials / Intellectual Property will be invoiced separately.
– Meetings held at our offices are charged as described above and inline with any exclusions.
- Hourly Rate: The current hourly rate for non-quoted projects or call outs or meetings as described above is $110.00 per hour.
- Registration & Hosting Fees: Hola either refers clients to third party businesses who supply domain registration and hosting services, or on occasions acts on the Client’s behalf to place orders through these third parties. As such Hola has no control over the costs or services provided by these third parties but does attempt to source the best options for the Client. Domain registration and hosting services need to be renewed, generally yearly or every 2 years, for a price that is outside Hola’s control. Hola is not responsible for any price increases or service changes made by these third parties now or in the future.
- Work Outside our Scope: Any technical or specialised work specifically requested by the Client that is outside our scope or abilities may be outsourced. Hola will aim to provide alternative solutions to match the Client’s needs. Alternatively, the Client may cover the costs associated with training Hola to accomplish this work or it may be agreed that Hola will cover these costs in the interests of development.
4. Completion of Work
- Completion of Work: Hola warrants completing the Work in accordance with the terms and conditions stated in this document, to the specifications previously agreed with the Client. Hola will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Hola will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
- Supply of Materials: The Client is to supply all materials and information required for Hola to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, copywriting, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Hola has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. The Client may also be charged a fee if their delay in supplying such materials is deemed excessive and causes the project to exceed a 3 month period. (Refer to Section 2e of this document for further clarification.)
- Approval of Work: On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Hola in writing (email will suffice), of any unsatisfactory points within 30 days of receipt of such notification. Any of the Work which has not been reported in writing to Hola as unsatisfactory within the 30 day review period will be deemed to have been approved. Approved work, or deemed approved work, cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment will become due.
- Customer Satisfaction: If the Client rejects the Work within the 30 day review period, or will not approve subsequent Work performed by Hola to remedy any points reported by the Client as unsatisfactory, and Hola considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired. Paid deposits are forfeited. Intellectual Copyright of final artwork / source code / images will remain with Hola as per ‘Intellectual Copyright’ terms as within, and Hola can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
- Cancellation: The client may terminate the contract at any point but in doing so will forfeit the deposit. In instances where deposits were not requested and formal agreement to these terms of business were respected, Hola reverses the right to charge for any hours worked at their hourly rate and any associated costs. All uncompleted designs remain the intellectual copyright of Hola as per the ‘Intellectual Copyright’ terms as within.
- Payment: Towards the end of the project, Hola will invoice the Client for the 50% balancing payment, which, in the absence of agreement to the contrary, is to be paid by the Client by the due date stated on the invoice. Our terms are usually 7 days from the date the invoice is issued. Invoices will be issued by email. Hola will send email reminders at times after the invoice due date for accounts that have not been settled. Payments not received by the due date may incur a late fee. Until full payment is received all works remain the intellectual copyright of Hola and the Client has no right to use these works.
- Remedies for Overdue Payment: If payment has not been received by the due date, Hola reserves the right to suspend ongoing work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Hola reserves the right to replace, modify or remove the Website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the Website from the Internet, Hola does not remove the Client’s obligation to pay any outstanding monies owing.
5. Creative Media Terms
- Intellectual Copyright: Hola will hold intellectual copyright of any material, including any source code, designs and copywriting created for the client, until payment of the final invoice is made. At this time we will transfer the intellectual copyright to the client. Copyright of stock imagery used in web or graphic designs are represented by their own respective copyright notices and intellectual copyright.
- Mock & Draft Designs: Any mock / draft designs supplied to the client by Hola remain the intellectual copyright of Hola. We reserve the right to use any un-used mocks / drafts in our portfolio and or in other design projects.
- Proofing: Clients are responsible for final proofing of artwork, web designs, copywriting and other material created by Hola. We check all our artwork, designs and materials before publishing, but clients are responsible for final proofing. Hola cannot be held liable, financially or otherwise, for any errors found after the client has approved artwork, designs or materials.
- Accreditations: On all website design work Hola reserves the right to credit work to Hola with the inclusion of a worded statement and / or hyperlink where seen fit. Clients can request the exclusion of credits with prior agreement with Hola. Credit exclusions are chargeable at $110.00 per website. The client agrees that unauthorised removal of credits on designs such as websites will automatically impose the credit exclusion fee, charged at $100.00. Should HOLA fail to include accreditations in completed website projects the Client is not liable for a credit exclusion fee.
- Publishing, Print & Digital Supply: Final artwork / source code / images / other materials are only published to the Internet / submitted to print / supplied to the client once the final invoice is paid.
6. Data Storage Policy
- Data Storage: Hola stores final client artwork / source code / images / other materials for a sufficient period preceding the completion of the project and up to a point when the project is deemed dormant. Dormant project files are archived for a minimum period of 1 year after the completion of the project.
- Client Supply: Clients can request project files to be supplied to them electronically, though they accept responsibility for the safe keeping of these files from that time and beyond any archive period detailed above.
- Supporting Files: Supporting files, used for the creation of any project(s) are deleted when the project is deemed dormant and therefore Hola holds no liability or responsibility to store such media files on their system(s).
- Backup Liability: Hola takes appropriate precautions and practices to backup Client project files through a range of backup and archive systems. However, Hola offers no guarantee or warranty for projects neither deemed dormant nor past any archiving period detailed above.
- Wavier: In the event of an act of God or circumstances beyond their control, and ensuring all precautionary practices were followed, Hola holds no liability for the safe keeping or backup of the Client’s project files nor the responsibility to re-create any such files without fees.
7. Disclaimer & Wavier
- Wavier of Terms: Should Hola waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Hola to waive the same clause on any other occasion. By agreeing to these terms and conditions your statutory rights are not affected. Hola reserves the right to change or modify any of these terms or conditions at any time. Should clarification of any of the above points be required please contact us.
- Delivery Date Extension: In circumstances and / or eventualities beyond our control Hola reverses the right to extend delivery dates if required. This includes situations such as system crashes, data loss, power failure, loss of Internet access, acts of God or delays caused by the Client including failure to supply materials or adequate feedback.
- Holidays: Where applicable Hola reserves the right to extend project delivery dates, scheduled website updates and meetings during times of scheduled holidays without limitation to family and personal emergencies. Any such pre-scheduled holiday plans are taken into account when setting project delivery dates where applicable.
- Third Parties: Hola is unable to take responsibility for services provided by third parties through us or otherwise, including but not limited to the Hosting of the Client’s Website.
- Maintenance & Correction of Errors: Hola is unable to take responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website once the initial contract has been completed. Errors (both technical and typographical) attributable to Hola will be corrected free of charge. Hola reserves the right to charge a reasonable fee for correction of errors for which Hola is not responsible, including but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided by the Client.
- Extent of Work: Installation to the Internet is limited to the uploading of all necessary files to the Host, and testing functionality. The Website is provided to and accepted by the client as a fully functioning, completed work and Hola is not responsible for future support unless stated in your invoice. Future support can normally be provided upon request and for an agreed fee. However, no guarantee of future support is given unless an ongoing support package is negotiated and paid for.
- Consequential Loss: Under no circumstances will Hola be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should be aware that unless they have a maintenance contract, Hola does not hold any responsibility for keeping backup copies of the Website. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure. Unfortunately malicious software, spyware, viruses and website hacking are common threats and Hola cannot be held responsible for problems that develop on completed sites as a result of such illegal activity. Should changes in technology mean that at some future date the website no longer functions as originally intended, Hola will undertake to update the website accordingly, subject to a contractual hourly fee.
- Status & Duration of Quotations: Website quotations are valid for the period stated on the quotation. Hola is not bound to honour quotations that have expired. Quotations are not legally binding until an acceptable timetable for the work has been agreed upon by both parties. This timetable must be agreed within the timeframe that the quotation is valid. If an acceptable timetable has not been approved by both parties within that time, the quotation is deemed to have expired.
- Search Engine Listings: Registration of the Website with Search Engines will only be undertaken if contractually agreed with the Client and Hola cannot guarantee listings as the Search Engines themselves determine who to list. All sites will be designed with search engine appeal in mind, but Hola is unable to make any guarantees about the success of any search engine positioning. Hola can outsource specific Search Engine Optimisation requests to a recognised specialist or refer the client to a recognised specialist.
8. Intellectual Property
- Quotations and Proposals: Quotations and proposals made by Hola to potential clients should be treated as confidential and remain the property of Hola. Such quotations and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Hola. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
- Warranty by Client as to Ownership of Intellectual Property Rights: The Client will obtain all the necessary permissions, copyrights and authorities in respect of the use of all copy, graphic images, business logos, names and trademarks or any other material it supplies to Hola for inclusion on the Website. The conclusion of a contract between Hola and the Client shall be regarded as a guarantee by the Client to Hola that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a breach of the law. By agreeing to these terms and conditions, the Client removes the legal responsibility of Hola and indemnifies them from any claims or legal actions however related to the content of the Client’s Website.
- Domain Name: Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Hola, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the Domain Name sought is not a trademark of a third party.
- Licensing: Once Hola has received full payment of all outstanding invoices and the Work has been approved by the Client, the Client will be granted a license to use the Website and its contents.
9. Rights & Responsibilities
- Right to Terminate: Hola reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable. Should the client wish to cancel at any point during the process they shall forfeit any monies already paid and remain liable for the work that has taken place and shall be invoiced accordingly. Cancellation may also be agreed with mutual consent and Hola will invoice accordingly.
- Events Beyond the Control of Hola: Hola will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Hola, including a delay in supply of materials or feedback by the Client.
- Supply and Pricing of Services: Hola reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
- Jurisdiction & Arbitration: This Agreement shall be governed by the laws of Australia which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Hola and the Client. The said contract is void where prohibited by law. Hola design and develop websites in accordance with the Client’s specifications. It is the Client’s responsibility to ensure that the Website and its content comply with standing regulations. Any dispute arising out of, or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration.
- Survival of Contract: Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law.
- Change of Terms & Conditions: These terms & conditions may change from time to time. For the latest version of this document please visit our website.
11. Service Specific Terms
- Maintenance Plan Terms: Website maintenance agreements abide to a ‘website maintenance plan terms and conditions’ as well as the conditions here within. Reference this agreement for details.
12. Additional Terms
- Where applicable we may impose additional terms and conditions individually respective of the media design / project concerned. These additional terms if any will be detailed in the quotation supplied or via email for the media design / project concerned.
Acknowledgment: www.mediasurgery.co.uk | Revised: November 2016 – v2