Website Development Services Agreement

Terms and Conditions

These are the Terms and Conditions on which Digiexpert will carry out work for you. They will apply each time that you ask us to do work for you or carry out a service. They set out our services and what you can expect from us. Please read them carefully. It is a condition of your use of our services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without any notice and may be replaced. Digiexpert may modify these Terms and Conditions by general notice on a page of our website, by email or by other method of communication.

1. ENGAGEMENT

You may engage us to carry out a service for you by:

  • signing and returning a pricing structure to us
  • providing an authorised Purchase Order
  • in the case of smaller engagements by written verification

Unless Digiexpert notify you otherwise, Digiexpert will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Digiexpert accept the engagement.

2. PRICING STRUCTURES

If Digiexpert provide you with a Pricing Structure for the Service, then that Pricing Structure:

  • is based on the Specifications, and is subject to change if the parties agree to modify the specifications
  • is not inclusive of GST

and is valid for a period of 30 days from the date Digiexpert issue the Pricing Structure, unless otherwise agreed by Digiexpert.

3. SERVICES

The services that Digiexpert provide to you, and any terms, may include some or all of the following:

  • Consultation
  • Design
  • Copywriting
  • Development and Technology
  • Maintenance
  • Third Party Software
  • Warranty
  • Support & Maintenance Packages
  • Hosting
  • Domain Name Services
  • Email and SMS Marketing
  • Strategy and Analytics

You acknowledge that electronic services are subject to interruption and failure and all non-electronic services are subject to disturbance, and therefore:

  • the services will not be uninterrupted; and your access to the service and the operation of the service will not be uninterrupted.
  • Digiexpert reserves the right to continue to provide the services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Digiexpert negligence.
4. HOURS OF SERVICE
All services will be carried out between 8:30 am and 5:30 pm, Monday to Friday excluding public holidays and the Christmas / New Year closure periods; unless specifically included as a paid additional service.
5. STAGED APPROACH

For most Projects we prefer to adopt a staged approach for planning and implementation purposes.

6. DISCOVERY STAGE

In a workshop with key stakeholders, Digiexpert will define the keys to success, strategy, functionality, branding, look and feel, and the more complex technical aspects that will drive the Project. The deliverables for the discovery stage may include:

  • functional specifications
  • design and marketing specifications
  • fixed price pricing structure for the design and marketing
  • estimate for development

7. CREATIVE STAGE

Following on from the discovery stage, Digiexpert will take control and work through our process. The technology team will work together to create and develop the technical specifications and database architecture.
The creative stage may include:

  • completed design and content
  • technical specifications
  • database architecture
  • fixed price pricing structure for development

8. DEVELOPMENT STAGE

The development stage is usually the largest and most involved. In this stage, Digiexpert work as close as possible with you through your Project Manager. The deliverables for the development stage may include:

  • coding
  • completed development
  • deployment
  • integrations

9. TESTING STAGE

The deliverables for the testing stage may include:

  • testing
  • quality assurance
  • user acceptance testing

10. GO-LIVE STAGE

Once the Project is completed, we will ensure that it is ready to go live. The deliverables for the go-live stage may include:

  • server configuration
  • meta information
  • 301 redirects
  • sitemap creation and submission to Google
  • Google analytics installed

11. PROJECT MANAGEMENT

Digiexpert will provide specific hours of project management to deliver this service within a set timeframe. The primary contact for the delivery of this service will be the Digiexpert project manager.

All communication for the delivery of the stages of the project services will be to and with the assigned project manager and be provided Digiexpert’s assigned project management system. The assigned system will deliver tasks to and from the client through emails. The system provides an auto file system that saves all correspondence in their logical fields, subjects, and projects, allowing easy access to all information for the client and the project team.

This Project Management platform’s communication feature is mandatory for every project engaging Digiexpert to ensure the timely delivery of projects, an approval system for stages and projects delivered to budget.

12. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to Digiexpert all required materials you want us to use in the Service, and all other content and materials Digiexpert reasonably request in a timely manner.

You must supply all Client Content in the following digital format/s:

  • text/copy: Microsoft Word, Google Docs or Rich Text
  • tables: Microsoft Excel, Google Sheets
  • images: high resolution where possible (JPEG, PNG files)
  • logos: vector format (Illustrator EPS/AI)
  • diagrams/maps: vector format (AI) or (JPEG files)
  • if required, access to your current website and database via SSH, ftp and/or CMS/hosting control panel login
  • brand style guidelines

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

13. VARIATIONS AND ADDITIONAL COSTS

If during our engagement there are changes in the specifications of the service, the changes will be treated as a variation.

Where a Variation occurs Digiexpert reserves the right to pause work and review the service costings. Digiexpert will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Digiexpert will not proceed with the Services until we receive your written approval to proceed.

Examples of Variations include:

  • changes in the Specifications during the design stage i.e. additional pages requiring design, additional design elements/features etc
  • additional pages, features, functionality etc. required / introduced in the development stage
  • customisation of the CMS or building an extension not specified in the approved design, Specifications or database architecture
  • additional project management time
  • introduction of additional requirements not discussed during the initial workshop
  • costs for commercial fonts, photography, audio and video
  • additional Service management time
  • overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback
  • development work not specified within the original scope.
14. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Digiexpert can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Digiexpert will be the license holder and the image or font can only be used under the terms of the licenses.

You assure, and agree to keep Digiexpert, its directors, officers and employees covered, against all loss arising out of the breach of these licenses.

15. YOUR APPROVAL AND INTERPRETATION

Your approval and implementation may be required for a number of items offered to you:

  • service brief
  • design concepts
  • updated version of the chosen design concept
  • website development
  • completed design
  • variation notices

When Digiexpert provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Digiexpert do not receive a response from you within 5 business days.

16. SCHEDULING, PRODUCTION AND PROJECT MANAGEMENT

If Digiexpert consider it to be necessary, we will develop a production schedule for the Services. We will use reasonable commercial accomplishments to carry out the services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Digiexpert require, then this may result in:

  • a change in the delivery deadline set out in the production schedule
  • if the delivery deadline cannot be changed, a Variation Notice will be issued

17. DESIGN

Our design services will include:

  • delivery to you of one design concept
  • one round of alterations.

Upon completion of the alteration, Digiexpert will supply an updated version of the design concept to you.

If you request additional alterations or request changes to the design after final approval has been provided, the work will be an additional cost.

The deliverables from the creative stage may include:

  • completed design
  • technical specifications
  • database architecture
  • fixed price pricing structure for development

Other design services may include:

  • competitor analysis
  • URL review, logo trend analysis, final brand and logo and style guide
  • discussions regarding developing options for your digital marketing strategy, current system review and analysis

Ownership of the finished design will be transferred to you upon full payment of all issued invoices.

18. COPYWRITING

Our copywriting services may include:

  • General website text
  • Blog writing
  • EDM copy

Our copywriting services include presentation of one copy and one round of alterations for each copy or blog.

19. DEVELOPMENT

Our development services will be derived from the pricing structure, the technical specifications, and final deliverables from discovery and design stages.

Our development services may include uploading and layout of the Client Content to the developed Software. If applicable, we will complete a specified number of standard pages of the Software.

A Content Management System (CMS) may be provided as part of the Project. Unless otherwise specified in the pricing structure, our services do not include customisation of this CMS, its extensions, plugins or components. Any customisation required:

  • the work will be a variation
  • the customisation, extension, plugin or component remains licensed under the original author
  • you accept and must comply with the CMS terms and conditions in relation to your use of the customisation extension, plugin or component.

You acknowledge that the CMS and many of its extensions, plugins and components are provided by third parties, and therefore:

  • we have limited control over the functionality or operation of the CMS and its extensions
  • you accept and must comply with the terms and conditions of those third parties relating to the CMS.

You acknowledge that:

  • Digiexpert is free to reuse any code, inventions, extensions, plugins or components and you grant Digiexpert an indefinite perpetual licence to use, resell and modify.
  • Ownership of the finished deliverable will be transferred to you upon full payment of all issued invoices.
  • Digiexpert retains ownership of all working files.
  • the Software that is developed by Digiexpert may run on third-party platforms, Software and environments and therefore if any of these third-party platforms, Software or environments make an update or discontinue this may cause your Software to break down, be interrupted or not operate at full functionality.

20. MAINTENANCE

Our maintenance services consist of making modifications / updates based on the pricing structure or Specifications.
Unless otherwise specified in the pricing structure, the Fees for modification do not include any provision for training or post-implementation support.

21. THIRD PARTY SOFTWARE

As part of a project, we may provide Third Party Software as part of the Project. You acknowledge that:

  • we have limited control over the functionality or operation of the Third-Party Software
  • if the third parties provide information for use with the Software, we have no control over the accuracy of that information
  • you accept and must comply with the terms and conditions of the Third-Party Software providers; and those Third-Party Software providers may invoice you directly for ongoing costs relating to your use of the Software
  • the Fees for the Third-Party Software may change from time to time. The new prices not supplied directly by the provider will apply from the date that we notify you.

22. WARRANTY

The Fees for development include the establishment of a limited warranty for a period of 90 days to fix identifiable bugs. Extended warranty periods are negotiable.

The warranty becomes effective from the date of Finalisation. All identified bugs must be reported within the Warranty period. It is your responsibility to review and test the Software and ensure you are satisfied with it during the testing and warranty periods.

When open-source Software, such as WordPress, Magento, MySQL, PHP and Apache, is used to build and host websites, we cannot guarantee that these open-source Software products are error-free. Any work required to address bugs, version or system updates, are not included under the Warranty and will be quoted for separately.

23. SUPPORT & MAINTENANCE PACKAGES

Support and maintenance services are a paid service utilising paid Support & Maintenance Packages.
Our support services consist of, but are not limited to:

  • answering your technical questions relating to the Software, its operation and the Content Management System and the extensions, plugins or components provided with it; and
  • resolving technical issues that arise in relation to the Software or its operation, except as set out above.

Our maintenance services may consist of, but are not limited to:

  • website backup & recovery;
  • CMS updates;
  • plug-in updates;
  • hosting space increases;
  • general design services;
  • general copywriting services;
  • general development services;
  • general marketing services;
  • small updates to Software;
  • design and development of landing pages;
  • out of warranty bug fixes;
  • out of scope project work – design or development;
  • data entry;
  • content changes;
  • general project management.

Our support and maintenance services do not include resolving:

  • issues that relate to your networks, email, computer systems or Software;
  • other technical issues not arising directly from the Software.

You may be required to provide to us, at your own cost, access to the Software and your computer network and any systems required in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:

  • we are not obliged to provide you with any support & maintenance services; and
  • we are not obliged to return to you any portion of the Fees that you have paid to us for the provision of the support & maintenance service.

Support & Maintenance Package reduced hourly rate deals require that the Support & Maintenance Package be paid for in full before any work is undertaken. Work undertaken outside of a Support & Maintenance Package will be charged at our current Professional Hourly Rates.

Support & Maintenance Packages are not designed for major creative, technology, development or marketing tasks rather for tasks that can be completed within a maximum of 40 hours. Any work that will require more time than this to complete will require a pricing structure.

Estimated time to complete requested support and maintenance tasks may be provided when, and if possible, at Client’s request. Commencement of support tasks will start upon receipt of written support brief/request, confirmation of time estimate provided (where required and possible) and availability of hours on a Support & Maintenance Package.

Support & Maintenance Package activities are limited to Software and Services created by Digiexpert.

Unused Support & Maintenance Packages will not be refunded.

24. DOMAIN NAME SERVICES

Digiexpert does not warrant the availability, suitability or registrability of any domain name. Digiexpert will not, at any time, assume any liability whatsoever in respect of the use of any domain name. Any disputes arising must be resolved between the parties involved.

You must not transfer a domain name to another internet service provider unless you have first paid all Digiexpert accounts in full.

25. EMAIL ANS SMS MARKETING

Digiexpert will provide email and/or SMS services utilising an agreed service provider.

You will be responsible for the costs associated with engagement of the email and/or SMS service provider. You warrant that in accordance with the Privacy Act 1988 (Cth):

  • you have consent from the recipients to receive email messages that will be sent or the message is directly related to the primary purpose for which the customers’ email accounts was recorded;
  • the email will contain accurate information about the Client that authorised the sending of the message and how they may be contacted
  • you authorise a functional unsubscribe facility to allow the recipient to opt out from receiving future email messages. Any opt-out received must be honoured within five (5) business days.

You warrant that in accordance with the SPAM Act 2003 (Cth):

  • you have consent from the recipients to receive SMS messages that will be sent and is therefore not an unsolicited commercial electronic message as defined by section 6 of the SPAM Act 2003 (Cth) (SPAM Act)
  • the SMS will contain accurate information about the Client that authorised the sending of the message and how they may be contacted
  • you authorise a functional unsubscribe facility to allow the recipient to opt out from receiving future SMS messages. Any opt-out received must be honoured within five (5) business days.

26. ARCHIVING/RETRIEVAL

Digiexpert will attempt to store all electronic files used in the production of your Service. However, we provide no guarantee that any stored files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Digiexpert can at the request of the Client provide this service for an Additional Cost.

27. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Digiexpert incur any disbursements during the course of the Service, Digiexpert will charge these to you as Additional Costs.

These may include but are not limited to:

  • costs of plugins and themes purchased as part of the Service;
  • consumable material utilised as part of a Service.

28. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Digiexpert obligations under the non-excludable provisions, and to the fullest extent permissible by law, Digiexpert expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, usage of trade including any warranties, fitness for a particular purpose, satisfactory quality, accuracy and or non-infringement.

29. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Digiexpert is not liable for:

  • defects in any services provided by third parties in connection with this agreement
  • any indirect, special loss (including loss of data, profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Digiexpert knew of the possibility of such loss.

To the fullest extent permissible by law, in no event will Digiexpert liability in contract, tort, this agreement exceeds the amounts actually paid by the Client to Digiexpert for the Service.

Digiexpert makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

To the fullest extent permitted by law, the liability of Digiexpert for a breach of a non-excludable condition is limited to: in the case of the provision of services:

  • the supplying of the services again
  • payment of the cost of having the services supplied again

To the full extent permitted by law, Digiexpert excludes all:

  • liability for the infringement of the Intellectual Property rights of any third party arising from any of the material
  • liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services.
  • liability in respect of loss of data, breach of our security, interruption of business; all representations, warranties or terms

30. REIMBURSEMENT

You guarantee, defend and hold harmless Digiexpert in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs in connection with any of the following:

  • any breach of this agreement
  • your negligent acts or omissions
  • your use of the Services, including any third-party claims made in connection with Client’s use of the Service
  • breach of third-party Intellectual Property.

31. INTELLECTUAL PROPERTY AND SUPPLY OF RAW FILES

Digiexpert grant you a non-transferable, non-exclusive license to:

  • publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Digiexpert
  • use and reproduce the other Service Intellectual Property;

You must not, without our prior written consent:

  • use the Service Intellectual Property for any purpose other than the specific purpose for which Digiexpert have provided it
  • distribute, lend, resell, transfer, assign the Service, or allow any other person to use it except while visiting the Service
  • attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.

The supply of raw files is at the discretion of Digiexpert. Additional Costs will apply and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Digiexpert do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Digiexpert will advise you if Digiexpert become aware of any infringement.

As part of the Services, Digiexpert may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irreversibly authorise Digiexpert to do so. You agree to provide feedback upon request after the release of the Service.

32.  CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions, or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

The obligation of confidence above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

The Party required to disclose the other Party’s Confidential Information as set out above must:

  • provide a reasonable amount of notice to the other Party of the proposed disclosure
  • consult with the other Party as to the form of the disclosure; and
  • take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, desirable to safeguard the confidentiality of the Confidential Information of the other party.

33. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified at the commencement of the Service, then Digiexpert will charge you at the Professional Rates for all work that Digiexpert carry out for you in the course of the Service.

Digiexpert will perform the Services as specified in the Pricing Structure as agreed in writing with the client, utilising the specified providers and platforms, for the specified term.

Refunds will not be issued for paused work or overpayment; a credit note may be issued at Digiexpert’s preference.

Digiexpert reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Digiexpert is not responsible and changes to the requirements, hardware and Software environment, and extra work required caused by faults or defects in any service provided by a third party.

34. PAYMENT METHOD

Payment for Services may be made by credit card (Visa, Mastercard, Amex) or Bank transfer or direct debit.

In relation to our Services, Digiexpert may issue invoices for:

  • payment as indicated in our Pricing Structure
  • for Additional Costs on an ad hoc basis as agreed.

35. GST

Unless Digiexpert expressly state otherwise, the Fees and Additional Costs do not include GST.

If at any time Digiexpert decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, Additional Charges at the GST rate prevailing at the relevant time.

Digiexpert reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

36. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party. This agreement does not create a relationship of employment, partnership between the parties.

Digiexpert may subcontract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part of the provisions of this agreement is illegal, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to above and do not apply to the extent that they:

  • are not permitted under Australian law
  • exclude limit any applicable Consumer Guarantee

Digiexpert may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Digiexpert publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Queensland and Commonwealth of Australia. Each party irreversibly submits to the exclusive jurisdiction of the courts of Queensland and shall not:

  • object to an action being brought in the Queensland Registry of a court of that State or Federal Court
  • assert that any action has been brought in an inconvenient forum
  • and each party undertakes to refrain from:
  • bringing an action in any other court or tribunal whether within Australia or otherwise; and
  • seeking pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) (as amended) or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, or obligations. If such legislation applies, to the extent possible, Digiexpert limits its liability in respect of any claim to, at Digiexpert option:

  • the redelivery of the Services
  • the payment of the cost of redelivery of the Services or acquiring equivalent services

This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings, and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.

42. INTERPRETATION IN THIS AGREEMENT

  • a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Pricing Structure (if any)
  • headings and bold type are for convenience only and do not affect the interpretation of these terms
  • words of any gender include all genders
  • other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning unless the context clearly requires otherwise.
  • an expression importing a person includes any company, partnership, joint venture, association, corporation, or other body corporate and any government agency as well as an individual
  • a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements, or re-enactments of any of them
  • a promise on the part of 2 or more persons binds them jointly and severally
  • no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
  • specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

Definitions

Additional Costs means all additional costs that Digiexpert are permitted to charge you under this agreement.

Approval Item is defined above.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Digiexpert, we, us or our means Digiexpert.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that Digiexpert do for you:
the person named as the Client in the Purchase Order;
if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
if there is no Pricing Structure, then the person for whom Digiexpert are undertaking the Service.

Client Content is defined above.

Confidential Information of a party:

1. means any information:

  • regarding that party’s business or affairs;
  • regarding that party’s customers, employees, or other people doing business with that party;
  • which is by its nature confidential;
  • which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
  • which the other party knows or ought to know is confidential;

2. includes without limitation (unless excluded under paragraph 3 below) that party’s Intellectual Property Rights and these terms and conditions; but

3. does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Content Management System (CMS): A content management system (CMS) is a web-based Software application or set of related programs that are used to create and manage digital website content.

Fees means, in respect of a Service:

  • the Fees payable to us for the Service as set out in a Pricing Structure or Invoice or
  • if no Fees are specified, Fees for all work Digiexpert do in the course of the Service calculated in as described above.

Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).

GST means a goods and services tax or similar tax levied in Australia.

Insolvent in relation to a party, means that:

  • the party has ceased or taken steps to cease to conduct its business in the normal manner;
  • the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
  • the party is unable to pay its debts when they are due;
  • a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
  • an application or order is made or a resolution is passed for the winding up of the party; or
  • an event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
any application or right to apply for registration of any of the rights referred to in (a).

Loss means:

  • any liability, cost, expense, loss, personal injury (including illness), death or damage; and
  • in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

Pricing Structure means a proposal or fee estimate that Digiexpert provide to you in respect of any work that you have asked us to do.

Project means, in relation to any work that we do for you:

  • the Project described in a Purchase Order;
  • if there is no Purchase Order, the project described in a pricing structure;
  • if there is no pricing structure, then the project described in the Specifications; or
  • if there are no Specifications, then the work that you have asked us to do.

Professional Hourly Rate means the rate Digiexpert charges per hour for professional Services and is currently $160.00 + GST (subject to change) unless agreed a fixed rate or

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

the Services that Digiexpert will provide to you;
the estimated times within which those Services will be provided; and
the Fees payable to us for those Services.

Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.
Service means, in relation to any work that Digiexpert do for you:

  • the Service described in a Purchase Order;
  • if there is no Purchase Order, the Service described in a Pricing Structure;
  • if there is no Pricing Structure, then the Service described in the Specifications; or
  • if there are no Specifications, then the work that you have asked us to do.

Service Intellectual Property means designs, artwork, Software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:

  • the Content Management System (except to the extent that Digiexpert have modified it);
  • the Digiexpert website Tools (except to the extent that Digiexpert have modified them); or
    Client Content.

Software means any computer code written or reused, excluding 3rd Party Software, as part of the delivery of the Services.

Services means the Services that Digiexpert provide to you in the course of the Service, as described above.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.

Support & Maintenance Packages means the packages provided to supply paid maintenance and support services to assist in the management, maintenance, training for, and repair of a Digiexpert supplied/built/maintained Project as described above.

Third Party Software means Software as described in clause 21.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Variation means changes to the Pricing Structure, Specifications as described above and elsewhere in this agreement.

Variation Notice means the written notification regarding the costs associated with Variations as described above and elsewhere in this agreement.

Warranty is any fix required to a supplied Digiexpert Service within 28 days of Finalisation. The determination of warranty labour is at Digiexpert’s discretion.

Website Tools means the tools, applications or packages set out above.