Digital Agreement

Digital Agreement
These are the terms of our agreement together:
1. Authorization.
Client has accepted the quotation and scope of works and is engaging Impart Media, as an independent
contractor for the specific purpose of developing and/or improving a web site/s and the hosting of these
website/s. The Client authorizes Impart Media to access any current hosting account via FTP and/or Domain
Registrar to facilitate this agreement.
Client acknowledges that it will advise Impart Media of the Clients representative for all communications and
sign off of each stage in the development of the website/s.
2. Client Amends / Changes.
Impart Media encourages input from the Client during the design process and an allowance of 3 changes have
been allowed for in the quotation after the initial brief has been obtained from the client, however, should the
Client request significant design changes to pages that have already built to the Client’s specification. If
significant page modification is requested after a page has been built to the Author’s specification, we will count
this as an additional page.
Some examples of significant page modification at the request of the Client include:
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Developing a new table or layer structure to accommodate a substantial redesign at the Client’s
request.
Recreating or significantly modifying the company logo graphic at the Client’s request.
Replacing more than 50% of the text to any given page at the Client’s request. Creating a new navigation
structure or changing the link graphics at the Author’s request.
If significant page modification is requested by the Client after the page maximum has been reached a
Change Request with estimated costs will be submitted for Client approval prior to changes being done.
3. Third Party or Client Page Modification.
Some Clients will desire to independently edit or update their web pages after completion of the site.
Please Note however; Impart Media is not responsible for any damage created by the Client or agent of the
Client. Any repairs required will be assessed at an hourly rate of $170 per hour + GST [30 minute minimum
charge].
4. Work Schedule and Completion Date.
Impart Media is to submit a re-development timeline/ project plan no later than fourteen (14) days after Impart
Media receives the signed agreement, along with initial payment and initial direction from the Client. Client to
provide Impart Media with all the data needed to complete web site, including required text, company logo, and
photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design
via e-mail or by signing a printed copy of the design and faxing to Impart Media. Once this acceptance is
received from the Client, the work necessary to complete the project will continue.
Confidentiality & Copyright
The information in this proposal is supplied as ‘commercial in confidence’ and may not be disclosed to any third party without the express permission, in
writing, from Tourism Holdings. Tourism Holdings Pty ltd lays claim to the intellectual property on all original material in this document and therefore
reserves its copyright.
Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that
the work has been completed. Client will supply written approval by email or fax.
The website must be completed within a time frame of 6 months, once this agreement has been signed. If the
website has not been completed within the appropriate time frame, Impart Media will invoice the client the
appropriate costs necessary to where the website is up to. It is then up to the discretion of the client if they
want to take the website to another designer or work out a new agreement to get the website completed. This
will incur extra costs that have not been included in this current agreement.
5. Maintenance Grace Period.
This agreement includes minor web page maintenance to regular web pages over a one-month period. If during
this time the Client or an agent other than Impart Media, attempts updating the Client’s pages, then the time to
repair breakages will be assessed at the hourly rate and is not included as part of the updating time.
The one-month maintenance period commences upon the date the completed website has been uploaded and
final payment made.
Changes requested by the Client beyond those limits will be billed at the hourly rate.
6. Copyrights and Trademarks
The Client represents to Impart Media and unconditionally guarantees that any elements of text, graphics,
photos, designs, trademarks, or other artwork furnished to Impart Media for inclusion in web pages are owned
by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will
hold harmless, protect, and defend Impart Media and its subcontractors from any claim or suit arising from the
use of such elements furnished by the Client.
7. Assignment of Project.
Impart Media reserves the right to assign certain subcontractors to this project to insure the right fit for the job
as well as on-time completion. Impart Media warrants all work completed by subcontractors for this project.
When subcontracting is required, Impart Media will only use industry recognized professionals.
8. Hosting Services
Hosting Services are establishing and/or hosting the Customer’s Website incorporating the impartmedia
Technology and Joomla Content Management System in accordance with this Licence Agreement.
9. Service Availability
The Customer expressly acknowledges and agrees that the Customer Data will be located on a data centre
provided by Impartmedia’s Web Hosting Contractor.
The Customer agrees that Impartmedia’s Web Hosting Contractor may determine in its absolute discretion the
data centre location. Impartmedia will use its reasonable endeavours to ensure that its Web Hosting Contractor
minimises downtime, however the Customer acknowledges that it will have no claim against Impartmedia in
respect of reasonable downtime in supply of the Services caused by migration between data centres.
Impartmedia will use its reasonable endeavours to ensure that its Web Hosting Contractor notifies the Customer
of any migration of the Customer Data to a different location. On receipt of such notice and following migration
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the Customer must undertake to check the operation of its service and notify Impartmedia of any problems.
Impartmedia will have no liability to the Customer for any failure or problems resulting from a migration, where
the Customer has failed to keep its contact details up to date and has as a result not received the notice.
The Customer agrees to Impartmedia’s Web Hosting Contractor’s use of SPAM and virus filters which may
require it to use third party services to monitor and filter email traffic between its equipment and the internet.
The Customer agrees that Impartmedia will not be liable for any loss resulting from the use of such SPAM or
virus filters.
The Customer will comply with Impartmedia’s reasonable operational procedures, acceptable use and privacy
requirements as set out in this Licence Agreement and as may be notified to the Customer from time to time.
Impartmedia excludes liability for outages that result from:
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a failure or malfunction in relation to equipment, any computer software or power supply at the
premises of the Customer;
failure or malfunction of an internet connection forming part of the Service (whether at the Customer’s,
Impartmedia’s or Impartmedia ’s Web Hosting Contractor’s site);
an act or an omission by the Customer (or a person under the direction or control of the Customer);
reasonable downtime required for installation of urgent hot-fix Patches;
the occurrence of a Force Majeure event;
performance of Maintenance;
a requirement, direction, or any other order, issued by a government, statutory or other relevant
authority with jurisdiction over the Services;
unauthorised or illegal access by any party to any part of the system providing the Services, including
hacking, cracking, virus dissemination and denial of service attacks; or
a failure or malfunction in relation to the Customer’s equipment or computer software located at the
premises of Impartmedia or its contractor, unless caused by Impartmedia or its contractor.
Notwithstanding this Impartmedia will give reasonable practical assistance to the Customer to assist the
restoration of the affected Service which will constitute Additional Services. For the avoidance of doubt where
an outage is the result of a failure by Impartmedia then reactivation of the affected Service will not be
Additional Services.
Impartmedia will endeavour to supply the Hosting Services with guaranteed service availability
i.e. a Service Level Guarantee of 99%. However a breach of this Service Level Guarantee is not a breach of this
Licence Agreement.
Server Availability is a measurement of the total time, expressed as a percentage, that the Hosting Services are
operational (i.e. there is no outage) where measured over any calendar month during the Term.
The Service Level Guarantee will not apply to the supply of the Hosting Services where:
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the interruption is due to a planned outage or an emergency including Maintenance, Patching and
Upgrades;
an outage due to external factors beyond Impartmedia’s control
the failure is as a result of an act or an omission by the Customer or a person under the Customer’s
direction or control, including a breach of this Licence Agreement;
the Customer is in breach of this Licence Agreement
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10. Warranties and Liability.
Client agrees that any material submitted for publication will not contain anything leading to an abusive or
unethical use of the Web Hosting Service, the Host Server or Impart Media. Abusive and unethical materials and
uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses,
harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy..
11. Indemnification.
Client agrees that it shall defend, indemnify, save and hold Impart Media harmless from any and all demands,
liabilities, losses, costs and claims, including reasonable attorney’s fees associated with Impart Media
development of the Client’s web site.
This includes Liabilities asserted against Impart Media, it’s subcontractors, it’s agents, its clients, servants,
officers and employees, that may arise or result from any service provided or performed or agreed to be
performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless Impart Media against Liabilities arising out of any
injury to person or property caused by any products or services sold or otherwise distributed over the Client’s
web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and
delivering any defective product or misinformation which is detrimental to another person, organization, or
business.
12. Rights upon Termination of Agreement.
Impart Media shall transfer, assign and make available to Client all property and materials in Impart Media
possession or subject to Impart Media control that are the property of Client, subject to payment in full of
amounts due pursuant to this Agreement
Impart Media also agrees to provide reasonable cooperation in arranging for the transfer or approval of third
party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent
and others not then utilized, and all rights and claims thereto and therein, following appropriate release from
the obligations therein.
In the event the Client terminates this contract by registered letter within 30 days, 50% of down payment will be
refunded. Work completed shall be billed at the hourly rate, and deducted from 50% of the down payment, the
balance of which shall be returned to the Client.
If, at the time of the request for refund, work has been completed beyond the amount covered by the initial
payment, the Client shall be liable to pay for all work completed at the hourly rate. No portion of this initial
payment will be refunded unless written application is made within 30 days of signing this contract.
13. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web pages and graphics produced by Impart Media shall be vested
with the Client upon final payment for the project.
This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s)
specifically designed or purchased on behalf of the Client for completion of this project.
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Rights to photos, graphics, and computer programs are specifically not transferred to the Client, and remain the
property of their respective owners. Impart Media and its subcontractors retain the right to display all designs
as examples of their work in their respective portfolios.
14. Payment of Fees.
All payments should be made to Impartmedia within 7 days of invoice or as agreed in the contract. We assume
that a milestone has been completed and accepted if no relevant correspondence has been received by Impart
Media within 7 days of milestone completion.
Additional work
If variations to the initial quote are required, Impartmedia have an hourly charge out rates as specified below,
charged in 30 min increments,
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HTML and programming:
Search Engine Optimisation - SEO:
Content Writing:
Content Population and formatting:
Management:
$170 per hour +GST
$170 per hour +GST
from $90 per hour +GST
$1,020 per day +GST (max 6 hours per day)
$250 per hour +GST
15. Sole Agreement.
The agreement contained in this “Digital Agreement” constitutes the sole agreement between Impart Media
and the Client regarding this web site. Any additional work not specified in this contract. All prices specified will
be honoured for 30 days after both parties sign this contract. Continued services after that time will require a
new agreement.
This agreement constitutes the entire under- standing of Impartmedia and Client. This agreement terminates
and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or
modification thereto must be in writing and signed by both parties
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STANDARD PROJECT PAYMENT TERMS
WEBSITE PROJECTS
You will pay us as agreed by the parties in writing, either in advance for the complete Web Design project, or
alternatively at the different stages of the project set out below.
If an alternative payment plan has been agreed to by both parties in writing, it will supersede the terms below.
You acknowledge that the Web Design services will be provided to you on the following terms:
(a) PHASE 1 – PLANNING
We will invoice you 40% of the full fee for the Web Design project when we receive your Order Form. You agree
that this 40% fee is non-refundable. The deliverable for the planning phase is a definition document outlining
our agreed specifications for your website. We will require your sign off at each stage of the planning phase.
You agree that any version of the definition document or other content supplied to you for sign off during the
planning phase will be in final form. Any further work requested by you will be supplied to you as agreed with
Impartmedia but subject to the payment of further charges.
(b) PHASE 2 - DESIGN
The deliverable for the design phase is a design mock up of the look and feel of the website signed off by you.
We will invoice you 30% of the full fee for the Web Design project on your sign off of the design mock ups. We
will require your sign off at each stage of the design phase. You agree that we will supply you with a maximum
of one full set of design mock ups and two revisions to this. Any further work requested by you will be supplied
to you as agreed with Impartmedia but subject to the payment of further charges.
(c) PHASE 3 - BUILD
The deliverable for the build phase is your sign off on the completed build of the website according to the
definition document and design mock up previously agreed by you. We will invoice you the remaining 30% of
the full fee for the Web Design project on your sign off of the completed website build. We will also commence
billing you the monthly fee for the hosting of your website. You acknowledge that this date may be prior to the
actual launch date for the website. You agree that you will provide your feedback to enable completion and
your final sign off on completion of the website build within one month of our submitting the final form website
to you for review. Any delay or further time required to be spent by us in completing the build of your website
will be supplied to you as agreed with impartmedia, but subject to the payment of further charges.
You may cancel the Web Design project at any time, subject to the following terms:
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III.
7 days prior written notice;
if during Phase 1 subject to payment of the full fees due for this phase of the Web Design project (40%),
and if during Phase 2, subject to payment of the full fees due for this phase of the Web Design project (a
further 30%), as well as an additional 10% cancellation fee in either case, and
if during Phase 3, subject to payment of the full fees due for this phase of the Web Design project
(remaining 30%).
If you have failed to provide us with required information or material for a period of six months or more, you
will be deemed to have cancelled the Web Design service, or any Change Request service (as described below).
You may request us to place your Web Design project on hold for a period of up to three months. Any Web
Design project recommenced after three months as agreed by the parties will incur a recommencement fee.
You should enquire about the current recommencement fee at the time you request that the project be put on
hold.
Any Web Design project put on hold by you and not recommenced within 6 months will be deemed to be a
cancellation of the Web Design service by you.
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CHANGE REQUESTS
Where the fee for completion of the Change Request is over $1,100 ex GST you agree that:
I.
You will pay us as agreed by the parties in writing, either in advance for the complete
Change Request project, or alternatively at the different stages of the project set out below:
a) 30% when we receive your Order form for the Change Request. You agree that this fee is nonrefundable.
b) 70% on your sign off of the completed Change Request project. You acknowledge that this date may be
prior to the actual launch date for the website.
Where the fee for completion of the Change Request is under $1,100 ex GST you agree that:
a) You will pay us as agreed by the parties in writing, either in advance for the complete Change Request
project, or alternatively as set out below:
b) 100% on your sign off of the completed Change Request project.
You acknowledge that this date may be prior to the actual launch date for the website.
You may cancel the Change Request project at any time, subject to the following terms:
I.
II.
7 days prior written notice;
if the fee for completion of the Change Request is over $1,100 ex GST you agree that you will pay the
30% non-refundable payment when we receive your Order form, as well as an additional 10%
cancellation fee, and
III.
if the fee for completion of the Change Request is under $1,100 ex GST you agree that you will pay 100%
of the fee for completion of the Change Request or such part of that fee as is reasonably determined by
us in our sole discretion, taking in to account such factors as time already spent on the project prior to
our receipt of your request for cancellation.
Phone: 07 3040 9993 | Email: info@imartmedia.com | www.impartmedia.com
Level 1, Suite 7 Brunswick Street, New Farm QLD 4006 AUSTRALIA
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