1.1 w3media - Mailing address 3/10 OXFORD STREET PETERSHAM NSW 2049 - ABN 41 911 028 776, will provide you with the services requested by you via purchase order or via email. Only those services mentioned will be provided by w3media and any amendments, add-ons or schedule changes must be agreed to in writing. This and the following clauses are the General terms and conditions on which those services are supplied and together with the Purchase Order and Fee Schedule form the total agreement between us.
2.1 Unless otherwise outlined in a formal quote all work will be charged at an hourly rate of $85/hr. All charges will be itemised in your final invoice including any deposit payed to w3media before work commenced. Printer or ISP liason is charged at our current rate per hour.
2.2 All invoices will be issued on completion of work and are due on receipt.
2.3 You will remain liable for all fees during any period when services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions.
2.3 You will be invoiced monthly, on completion of work, or as agreed in your quote, at the discression of w3media. All accounts are payable before delivery of final artwork or uploading of final files to live sites.
2.4 You are liable to pay overdue interest at 5% per week on any amounts not paid within 7 days of invoice. All intellectual property rights remain with w3media until final payment is made. As per Australian copyright law, all contracted artwork remains copyright to w3media until final payment has been made.
2.5 You must pay w3media all fees and charges without any set off, counter claim or deduction unless same is agreed in writing between us.
2.6 w3media reserves the right to prioritize early paying clients and to charge urgency fees for turnaround within 3 working days. (VIP status)
2.7 Agreed costing is conditional on your supplying data required for a website stage or completion deadline agreed within 10 working days of confirmation of order. w3media reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being : Supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Construction files remain the property of w3media unless arranged otherwise.
2.9 Client agree to pay any additional costs incurred by w3media in trying to recover payments on overdue invoices.
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by w3media not contained in the Agreement are excluded and w3media WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the services offered.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of w3media's relationship with you, or otherwise gives you a particular remedy against w3media and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between w3media and you. However, w3media's liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at w3media's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
3.4 You agree that any artwork produced for print/press will be first supplied as a proof for approval by the client and that any errors contained in such proof, once approved, is the responsibility of the client and no liability will be excepted by w3media and shall not constitute a reason to terminate this agreement.
4.1 w3media reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed.
4.2 w3media may from time to time and without notice or liability to you suspend any of the services if the reason for doing so is an event beyond the reasonable control of w3media.
5.1 w3media may discontinue services if an amount payable to w3media is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
6.1 You will be solely responsible for the content of your web page/undertakings. w3media is not responsible for proof reading any content unless specifically agreed.
6.2 w3media makes no representations to you concerning the content or functionality of your website. This is your responsibility to ensure that it meets your requirements.
6.3 If you provide w3media with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify w3media against any action taken against w3media by any such third party.
6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.
6.5 w3media for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7.1 Technical assistance via telephone or email will be offered. Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates. See particulars of hourly rates at 2. Costs and Payments.
8.1 If you choose to organise your web hosting arrangements yourself, final exported sites will be uploaded to your preferred host company or supplied on disk to you at the cost set out at 2. Costs and Payments or in your written quote. Construction files of the site can be supplied on request at 2. Costs and Payments..
8.2 Please note that w3media accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers. (ISPs)
9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:
9.2 Attempts to resolve the dispute must follow the following procedure:
10.1 All creation files remain the property of w3media.
10.2 w3media retains the Copyright in and the right to use all artwork created in advancing the profile of w3media and to be recognized for artwork created by w3media.
10.3 w3media shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, w3media shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
10.4 w3media observes Privacy Laws and Guidelines relating to personal data.
11.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the agreement between us. The remaining terms and conditions remain in full force and effect.
11.2 Written communications between us may take the form of letters, formal documents, faxes or emails.
11.3 w3media may require a personal guarantee from the Director of a company in cases where files/artwork is required before payment.