Last Updated : 11th January, 2012
1. DEFINITIONS
The following terms and conditions document is a legal agreement between ‘TypeShape’ and you, the ‘Client’ for the purposes of website design or development either under TypeShape’s WebSite PRO product or other. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
2. ACCEPTANCE OF WORK
Quotations are valid for 30 days from date of issue.
When the Client places an order or completes TypeShape’s website survey form to purchase a website, template or website updates from TypeShape, the order represents an offer to TypeShape to purchase the website, template or website updates which is accepted by TypeShape only when an invoice is sent to the Client.
No contract for the supply of services exists between Client and TypeShape until TypeShape sends a deposit invoice to the Client for payment and the supplied invoice is payed in full. The deposit invoice equals acceptance by TypeShape (or third party supplier) of Clients offer to purchase services from TypeShape and this acceptance of work is a valid contract between Client and TypeShape. Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
TypeShape reserves the right to withdraw from contract at any time prior to acceptance.
3. PERMISSION AND COPYRIGHT
All pages, images, text and code on TypeShape’s website at www.typeshape.com.au is copyrighted material.
Client and any visitors to the TypeShape’s website at www.typeshape.com.au may not use any of the pages, images, text or code on the website for use on Client’s or visitors own website or to create a website without prior written permission from TypeShape.
Copyright of the completed web designs, images, pages, code and source files created by TypeShape for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the TypeShape.
These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the TypeShape.
Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the TypeShape.
Client hereby agrees that all media and content made available to TypeShape for use in the project are either owned by the Client or used with full permission of the original authors.
Client agrees to hold harmless, protect and defend TypeShape from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that TypeShape may include development credits and links within any code TypeShape designs, builds or amends.
Client agrees that TypeShape reserves the right to include any work done for the Client in a portfolio of work.
4. MATERIAL
TypeShape reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at TypeShape’s own discretion.
TypeShape reserves the right to refuse to sell design or code to those thought or known as competitors of TypeShape. Client may not purchase design or code for use in development of their own product to directly compete with TypeShape’s design or code. TypeShape reserves the right to refuse sale for orders from suspect payment or address details or other reason at TypeShape’s own discretion. TypeShape reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5. DOMAIN NAMES AND HOSTING
Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the TypeShape from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service.
Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the TypeShape requires to upload the website if required as part of a project.
TypeShape reserves the right without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.
6. PROJECTS
For all projects TypeShape provide a work schedule with work start and finish dates. The work schedule will only be proposed and confirmed after all Client website materials are received by TypeShape.
By accepting a work schedule from TypeShape, the Client accepts TypeShape’s payment schedule in section 8. PAYMENT TERMS.
A work schedule is an agreed start and finish date of the Client work. If the Client agrees to the work schedule and then changes or fails to meet the agreed start or finish date without TypeShape’s notification and approval, then the work schedule and payment schedule will be at TypeShape’s discretion.
Client agrees to provide any needed information and content required by TypeShape in good time to enable TypeShape to complete a design or website work as part of an agreed project.
Should the Client choose to add their own materials, TypeShape will supply filler or placeholder text and images to be modified by the Client after website launch and final invoice as agreed in the project schedule. Should the Client provide materials post project schedule and work, TypeShape will quote separate for all Client requested work.
All alterations for websites projects are to be requested in writing by email by the Client. After the specified allowed hours of alterations have been completed, TypeShape reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. TypeShape reserves the right to request payment be received for further alterations before continuing work.
Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. TypeShape agrees to try and match the design as closely as is possible when building the code.
TypeShape endeavours to create pages that are search engine friendly, however, TypeShape gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall TypeShape be held liable for any changes in search engine rankings as a result of using TypeShape’s code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that TypeShape can apply a nearest available alternative solution.
After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then TypeShape reserves the right to quote for work to repair the website.
TypeShape reserves the right to assign subcontractors in whole or as part of a project if needed.
Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between TypeShape and Client shall be by telephone or email, except where agreed at TypeShape’s discretion.
7. WEB BROWSERS
TypeShape shall make every effort to ensure websites are designed to be viewed by the majority of visitors. Client agrees that TypeShape cannot guarantee correct functionality with all browser software across different operating systems.
Clients agree that after website launch or handover, any website browser updates, domain name setup changes or hosting setup changes may affect the functionality and display of their website. As such, TypeShape reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.
8. PAYMENT TERMS
All quotes and invoices include GST.
All invoices must be paid in full within 15 days of the invoice date and TypeShape will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at TypeShape’s discretion.
Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and TypeShape reserves the right whether to quote or accept additional work. If additional work is accepted by TypeShape may affect timescale and overall delivery time of the project.
For new website design work the Client agrees to the following payment schedule:
Payment 1: Project Deposit. TypeShape provide a 50% invoice of agreed quote to confirm project and work start date.
Payment 2: Project Launch. TypeShape provide a 50% final invoice sent towards the end of the work and before handover of finished files or website launch on the internet.
The only exceptions to the above payment schedule are for work over $5000 Australian Dollars or website updates, modifications or support. In all cases an invoice payment must be made before work is commenced and all invoices paid before work is published, launched or made live on the internet.
Once an invoice is sent to the Client it must either be paid either by bank transfer or credit card payment to “TypeShape” with reference to the supplied quote or invoice number. All invoices must be paid in full within 15 days of the invoice date.
All invoices must be paid before work is published, launched or made live on the internet.
TypeShape reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Client may request that TypeShape cancel a project in writing by email or postal mail to TypeShape and the project is cancelled only if TypeShape confirms work has not been started on the project. If TypeShape has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay TypeShape for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at TypeShape’s discretion.
TypeShape reserves the right to remove any work for Client from the Internet if payments are not received.
9. SUPPORT
TypeShape support is only active once the Client has approved the final website document and all project or development work invoices are paid in full. Support is not offered or active before work is published, launched or made live on the internet.
For all new website development work, TypeShape may include a dedicated amount of training and website launch support time in the Client quote. The quoted training and support time shall only be redeemable for 2 weeks post the Client website work being published, launched or made live on the internet.
TypeShape do not offer monthly or ongoing support packages to the Client unless otherwise negotiated and signed by both TypeShape and the Client in contractual form.
TypeShape support is upon Client request through the TypeShape support system. Should the Client not have a support account provided during project development, the Client can email support at: support@typeshape.com
Should the Client request website changes or updates through the TypeShape support system, TypeShape will supply an invoice for the requested work and an estimated turnaround time. TypeShape will respond to the Client support tickets within 2 business days. TypeShape will only invoice for the Clients requested changes, the Client is required to provide as much detail as possible, however TypeShape will call or contact the Client if the requested changes are not clear.
To proceed with the Client request website changes or updates, the Client must make full invoice payment prior to TypeShape commencing work.
Should the Client requests website backups these will be performed automatically and backup copies held in a secure location. If the Client makes changes to the website and would like to roll back these changes to a backup version, the Client will submit a support ticket.
TypeShape support includes Client training videos. Should the Client require more tailored or personal training, TypeShape will provide an invoice for a dedicated block of time. This Invoice will need to be payed in full before training commences.
The only exception to the above term outlines in 9. SUPPORT is if the Client lodges a support ticket that relates to the core function of the Clients website. For example an eCommerce website not processing orders. In these cases, TypeShape will quickly respond to the support ticket as soon as viable. We however make no guarantees to this immediate response time.
For hosting support please see 5. DOMAIN NAMES AND HOSTING
10. LIABILITY AND WARRANTY DISCLAIMER
TypeShape provides their website and the contents thereof on an “as is” basis and makes no warranties with regard to the site and it’s contents, or fitness of services offered for a particular purpose. TypeShape cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
The Client agrees TypeShape is not liable for any bugs, performance issues or failure of the Clients website project.
TypeShape endeavours to provide a website within given delivery timescales to the best of it’s ability. However, the Client agrees that TypeShape is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees TypeShape is not liable for absence of service as a result of illness or annual leave.
The Client agrees TypeShape is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
TypeShape is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of the website or files from TypeShape to Client, the Client shall assume entire responsibility in ensuring that all website and files are functioning correctly before use.
Whilst every effort is made to make sure website or files are error free, TypeShape cannot guarantee that the display or functionality of the website will be uninterrupted or error free. If after website handover errors are found in code that TypeShape has created and the main browsers such as Internet Explorer, domain name setup and hosting setup are the same as when work began, then TypeShape can correct these errors for the Client at its own discretion.
Should Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, TypeShape reserves the right to cancel forthwith any projects and invoice Client for any work completed.
TypeShape shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if TypeShape has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend TypeShape and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
TypeShape may from time to time recommend to the Client that updates are needed to their website to comply with, including but not limited to, new legislations, software releases and web standards. TypeShape reserves the right to quote for any updates as separate work. Client agrees TypeShape is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold TypeShape harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
11. INDEMNIFICATION
Client agrees to use all TypeShape services and facilities at their own risk and agree to defend, indemnify, save and hold TypeShape harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorneys fees against TypeShape or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.
Client also agrees to defend, indemnify and hold harmless TypeShape against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.
12. NONDISCLOSURE
TypeShape and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about TypeShape to another party.
13. PRIVACY POLICY
TypeShape and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
14. INTERPRETATION
TypeShape reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. TypeShape shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of Australia which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this 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 at law.
Any and all matters pursuant to this agreement are governed by Australian Law and are under exclusive jurisdiction of the Australian Courts.
TypeShape reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the TypeShape’s website at http://typeshape.com.au/terms/
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.