4. Terms of Service - Development Print

4. Software & Website Development Services

You agree that in the provision of software development services by us we may utilise the services of third party contractors located in Australia only, and that we may pass on to such contractors any information or materials, including development brief and content, provided to us by you.

You are responsible for keeping a copy of any existing Web Site which we may replace pursuant to the provision of web development services including all databases and hosted files. Net Solutions can provide an archival solution for the existing website at our standard commercial rates.

4.1 Quote or Estimate

Net Solutions will provide a Quote or Estimate for each Website Development Service. An Estimate is an informal price based on limited information and assumptions where as a Quote is a fixed price based on an Request for Quote (RFQ).

Once a Quote or Estimate is delivered you may engage us to carry out a Project for you by:

1. accepting a Quote or Estimate electronically, via email, in writing; or
2. signing and returning a Purchase Order to us;
3. giving us written, emailed or verbal authorisation to commence a Project.

Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

4.2 Scope of Work

The Quote or Estimate will contain a Scope of Work (SOW) which defines a set of boundaries and assumptions that define the extent of a project. It is the agreed work to be performed by Net Solutions and lists services, deliverables, actions and assumptions for the project. Any services, deliverables, actions or end products not listed in the scope of work or any deviations away from the assumptions will be deemed Out of Scope.

4.2.1 New Website

For a new website the scope of work is determined by the website design. The website designer produces electronic documents that include:

• Website Specification (for each device type, i.e Mobile, Tablet, Notebook, Desktop etc)
  • Site architecture
  • Site layout
  • Wireframes
  • Typography
  • Fonts
  • Content
  • Media  
• Functional Requirements
• Non-Functional Requirements
• Milestones and Timeline
• Spreadsheet - for quick and simple estimations and planning

4.2.2 Website Update

For website updates the scope of work may be limited with a brief mockup etc where there is no design change.

Unless specified the developer will use reasonable assumptions and estimates for any requests. To help deal with this uncertainty and avoid unexpected outcomes, the scope of work should be double checked and agreed on before engagement to minimize the need to make any assumptions.

Most of the time we can deal with out of scope work for an additional charge. If we cannot provide the service due to technical limitations, we will advise you in advance and offer other options.

4.3 Supply of Materials

1. You must supply all materials and information required before project commencement in order for us to complete the work in accordance with any agreed specification dates. Such materials may include, but are not limited to, written copy, images, photographs, logos and other printed material. Materials must be delivered electronically via services such as FTP, DropBox, GDrive or OneDrive
2. Unless otherwise agreed, the materials need to be supplied in full prior to the commencement of work. Receiving partial data, or in bits and pieces is acceptable but commencement of work can only start once ALL applicable data is received.
3. Should there be a delay in supplying these materials to us it will lead to a delay in the completion of work. When there is a delay we reserve the right to extend any previously agreed deadlines.
   1. If your data is not supplied within one (1) month of project commencement, the project will be placed on administrative hold.
   2. If your data is not supplied within two (2) months of project commencement, the project will be cancelled and subject to cancellation fees.
4. Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.

4.3.1 Supply of Copy

1. Where the Client has agreed to supply the Copy it must be supplied in a complete form without the need of further editing, changes and additions.
2. Minor changes will be accepted on a case-by-case basis however major changes will be treated as a variation and change to project scope.
3. We will not be responsible for the content and you must satisfy yourselves that the website will comply with all applicable laws, and codes of practice governing the use of websites and related services. This includes the intellectual property and copyright ownership of all material that you have provided to us.

4.3.2 Supply of Images

Where the Client has agreed to supply images and image editing is out of scope, they must:

1. Be supplied in a complete form with the agreed resolution. If they do not meet the minimum standards, it will impact on the quality of the images on the site and in some cases may be unusable
2. Where possible images should be supplied in the following order of preference - SVG, PNG, GIF and JPG
3. Images will be used "as-is" without the need of further editing, cropping or alterations.
4. Minor changes will be accepted on a case-by-case basis however non minor changes will be treated as a variation and a change to project scope.

Where the Client has agreed to supply images and image editing is in scope, they must:

1. Be supplied in a equal of higher resolution than required. If they do not meet the minimum standards, it will impact on the quality of the images on the site and in some cases may be unusable
2. Where possible images should be supplied in the following order of preference - SVG, PNG, GIF and JPG
3. Images will be edited and cropped to the required format and resolution.

4.4 Variations and change of scope

Once a project has commenced, we work within the defined scope and assumptions. We can tolerate a minimal number changes and variations in cases where there is minimal impact on the budget, however more significant changes and variations cannot be absorbed within the existing budget. What may seem a small cosmetic change can easily translate to a significant number of engineering hours and impact on the timeline.

Any deviation away from the agreed scope will need to be assessed on a case by case basis for any impact on the project scope and deadlines, and if required will be deemed as a variation and billed on a time and materials basis.

In cases where Net Solutions is supplying the materials, we are pleased to offer you the opportunity to make a reasonable amount of revisions to the design and development. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.

4.5 Acceptance

You must provide complete feedback within 7 calendar days during development process and production review. If no feedback is provided within this time, Net Solutions reserves the right to move forward with the project, assuming no changes have been requested and that work is accepted in its current form. Any changes requested past this time are subject to our standard rates of $132/hour or part thereof.

If you are unhappy with your site design or development, you may request additional layout concepts, at a cost of $132 per layout, with full payment required upfront.

4.6 Delays

You may request an Administrative Hold of your project for up to 3 months at a cost of $132. We will stop working on the project until you advise us that you are ready to move forward. If the project is placed on hold for more than 3 months, we may terminate the project and all monies paid by you to us will be forfeited, with no refunds available.

4.7 Training

Unless scoped, training is not provided as part of the development service. Off site training may be provided upon request and an agreed fee.

4.8 Refunds

All deposits, fees and progress payments are non-refundable.

4.9 Handover

Net Solutions will provide you with an opportunity to review the completed Website on our development server. If the Website is approved, it will be deemed as completed and ready for handover. If we received no response from you within five (5) business days of our approval request, the site will deemed as completed and ready for handover.

Handover is complete when the final invoice has been paid. Until Handover is complete Net Solutions will retain the property and copyright to all creative, graphic design, content and software development.

Once a site has been handed over, you acknowledge that CMS applications (such as WordPress, Joomla or Drupal), require ongoing maintenance and updates to keep the site secure, bug free and operational. You agree that it requires pro-active monitoring software updates and/or patches to secure the applications from hackers and malicious scripts. For WordPress sites, Net Solutions provides a fully managed pro-active maintenance service, and an on-demand support service for an additional fee. While your site will be tested to conform to the latest versions of Chrome, Firefox, Microsoft Edge, we cannot warrant WordPress, third party plugins or themes to be working error free on any one specific browser.

Net Solutions will review and repair any pre-existing code errors and/or bugs in the website if developed by Net Solutions and reported within 30 days of handover. Any cosmetic changes or alterations, or code errors reported outside of this time period will be subject to additional charges at our standard commercial rates of $132 per hour or part thereof.

Depending on the scope the handover may be delivered in two forms:

4.9.1 Archived

Archived handovers are delivered as an archive in .zip format of the completed site once final invoice has been paid. For the site to go live it requires hosting and installation which is the responsibility of the client. Unless otherwise stated the minimum hosting requirements are PHP 7.0 or greater, MySQL 5.6 or greater, and minimum 4096MB RAM in most cases

4.9.2 Published

Published handovers are delivered by migrating your finished developed site to a live production site once final invoice has been paid. If the production site is hosted by Net Solutions the installation and migration is provided free of charge. If the production site is not hosted by Net Solutions the installation and migration can be provided as an additional billable service subject to the hosting.

4.10 Intellectual Property

1. You are solely responsible for ensuring that you have all appropriate rights and licenses to the Content supplied and utilised in the Website. All Content must be submitted electronically, should be copies and not originals, and should be of a high quality standard. Should any files be too large for electronic delivery, you must make arrangements for these to be delivered to us. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or may infringe upon the intellectual property rights of others, or would be in breach of our Acceptable Use Policy. Unless we have otherwise expressly agreed, we will not return any Content to you, and you are responsible for maintaining back-up copies of all submitted Content. Under no circumstances will we be responsible or liable for any loss of, or damage to, any of your Content.
2. Net Solutions claims no ownership over your Content. You expressly grant us, and our supplier, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to cache the entirety of the Website (including your Content). You agree that any such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
3. Additionally, you grant us, and our supplier, a worldwide, perpetual, royalty-free, and sub-licensable license to:
   
   1. use in connection with producing the Website and delivering the Service, any Content and any pictures, images and voice recordings of the Client's facilities, properties or products or its employees, agents or clients where created by us (or our supplier)(if any) in the course of provisioning the Service (for clarity, also "Content"); and
   2. create, publish and use screenshots or depictions of your Website (including any Content) for our marketing activities (for example, creating marketing materials that show screenshots of the Service in which the Website (including any Content) is featured). You may withdraw consent to this use by notifying us in writing at [email protected] and we will take reasonable steps to process your removal request.
4. You represent and warrant that:
   
   1. you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
   2. Content is truthful and not misrepresenting or misleading and does not plagiarise, libel, defame or harm any party;
   3. your use of the Service will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
   4. you will not use the Service except as permitted by these Service Terms.
5. You agree you are responsible for obtaining any agreements and/or consents required of any third parties in connection with the grant of any licences to us (or our supplier) under this Service Terms.
6. Any Websites delivered by us under the Service are without any representation or warranty as to your ability to obtain trademark, copyright, or similar protections in any jurisdiction throughout the world. We expressly disclaim (i) all liability to you or any third party for any infringement of intellectual property or proprietary rights; and (ii) that we will be responsible for, or provide any advice or guidance in respect of, any potential intellectual property rights issues which may arise from your use of the Service (including without limitation the use of Content in your Website).
7. We are not responsible for any Content contained in your Website, nor are we responsible for your use of the Website. You are solely responsible for ensuring your Website complies will all applicable laws and regulations, and does not infringe any third party's rights, at all times.
8. Your access to, and continued use of, the Website is contingent upon, and at all times subject to, payment of the monthly fees for the Service. Except as otherwise expressly stated in these Service Terms, no other rights, titles or interests in the Website are granted to you.

4.11 Indemnity

1. You agree to indemnify and hold harmless Net Solutions, and its supplier, and their affiliates and their respective officers, agents, partners, directors, shareholders, suppliers, and employees from and against any loss, damages, liabilities, claims, demands, suits, expenses, including reasonable attorneys' fees, which any such party may incur arising out of or relating to:
   
   1. content or your modification, display and use of the Website;
   2. claims that your products or services are defective, injurious or harmful or violate the rights of any third parties;
   3. claims relating to any Gateway; and
   4. claims predicated on a breach by you of these Service Terms or the Contract.

4.12 Definitions

Content means any text, logos, pictures, artwork, customer data and other materials as supplied to us in relation to the service

Customer Data means all information regarding you (including without limitation any listing details, trade name, trade address, phone number, website address, contact information (including telephone, email or other), primary email address(es), contact name etc.) supplied to us by you in relation to the service.

Staging Site A temporary URL provided by Net Solutions while we build your site to be removed once your site goes 'live'

Staging Server The server that will host the Staging Site

Production Site The permanent URL that will host your 'live' website

Production Server The server that will host the Production site