SHECOMMERCE STANDARD TERMS AND CONDITIONS
1. PROVISION OF SERVICES
1.1 Provision of Services: SheCommerce provide Web design, Web development, Web Hosting, SEO, domain name registration and other related software automation and business Services. Client websites are published on a Web Server owned and operated by one or more of our hosting suppliers. SheCommerce provide the above Services using either in-house facilities and services or external 3rd party professional Services, designers or equipment (‘Supplier”) as required.
2. CHARGES FOR SERVICES
2.2 Suspension: Websites may be deactivated as a result of non payment of fees.
2.3 Where a client has signed a contract but not paid the initial commencement fee within 4 weeks of signing, SheCommerce has the right to cancel the contract. In such cases, the Client will be liable to pay a cancellation fee of either 10% of the total cost of the website.
2.4 Additional Fees: If an Online Support plan is activated, excess hours will be calculated and billed at the agreed rate of that Support Plan.
2.5 Variations: Approved scope variations will be invoiced upon completion of works. Normal payment terms will apply.
2.6 Payment Terms: Terms are 14 days from the date of the invoice issued by SheCommerce.
2.7 Should payment remain outstanding beyond the payment terms as outlined in clause 2.6 above, the Customer agrees to pay interest on all amounts outstanding from the due date until the date of payment at a rate equal to 2% above the Company’s then overdraft rate as varied from time to time.
2.8 Should payment remain outstanding beyond the Company’s payment terms as outlined in clause 2.6 above, the Customer is liable for all costs including legal costs (on a Solicitor/own client basis) and mercantile agents’ fees incurred by the Company in recovering the amount outstanding.
2.9 All prices and fees are expressed in Australian currency and exclude all taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply of Services including but not limited to the Goods and Services Tax (GST).
3. PERIOD OF AGREEMENT
3.1 Period of Agreement: For periodic charges with a minimum term, a cancellation fee equivalent to the minimum term, prorated for the remainder of the term, shall apply.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 You must make sure that any materials supplied for inclusion within your Website do not infringe the copyright, tradename, trademark, ownership or any other rights of others. You should be the legal owner of such materials or have prepared adequate evidence of suitable permission being obtained.
4.2 You retain ownership of materials you have supplied for inclusion in your website including the site design, content and data. SheCommerce retains ownership of any computer source code used to create the site and license these to you for use only within that Website.
4.3 All Intellectual Property used by SheCommerce for the purpose of creating or executing this agreement, shall remain under the ownership of SheCommerce.
5.1 Disclosure: SheCommerce will not disclose to 3rd parties any confidential data, information or trade secret made known to us by a client, unless with their prior consent. SheCommerce will not supply a client’s organizational or personal contact details to 3rd parties for marketing purposeswithout prior consent of the Client (other than in the normal agreed provision of our Services, involving the publication of Websites and search engine submissions and/or Website promotion).
5.2 User Identification: Any username or password issued to a Client is considered confidential and must not be divulged to any other person or organization. Reasonable precautions should be taken by the Client to protect this information from discovery by others.
6. YOUR COMPLIANCE
6.1 Compliance: You are responsible for ensuring the content on your Website does not contravene Australian, state or other relevant laws. You are held liable for any claims, suits, damages or any other disputes or actions which arise in connection with your website. You must ensure the accuracy, truthfulness,appropriateness & decency of any content on your website.
6.2 SheCommerce’s Web Hosting supplier of choice will be either Hostgator or Crazy Domains. The Web hosting service provided by SheCommerce is bound by the Terms and Conditions of these companies in addition to any conditions stated in these Terms & Conditions. SheCommerce may change their Web Hosting supplier at any time without notice and you will be bound by the terms and conditions of the selected provider.
7. DELIVERY OF SERVICES
7.1 SheCommerce will use their best endeavors to meet completion dates agreed, although any such dates are estimates only. SheCommerce will not be held liable for any loss or damage as a result of a failure to meet the agreed dates.
7.2 Approval & Modifications: Upon completion of development works, the customer will be required to sign off on the project giving final approval of the site. Any subsequent modifications will incur a charge.
7.3 Technical Support: Is defined as telephone support for reporting of faults, correction of faults, fault resolution and service enquires relating to the Goods and Services outlined in this agreement.
7.4 SheCommerce will endeavour to provide timely and effective service to the Customer under the Terms of this agreement. The Customer in return must endeavour to supply SheCommerce with information required to provision Services under the agreement in a timely and efficient manner. If SheCommerce is prevented or delayed from delivering Services under this agreement due to the Customer’s failure to provide timely information as requested, SheCommerce shall become exempt for any future consequential breaches of this agreement. Should the delay in obtaining information from the client be greater than 6 weeks after the original request, SheCommerce have the right to postpone or terminate this agreement and levy all charges and fees payable.
8. DOMAIN NAMES
8.2 Registration and ongoing use of a domain name are bound by the relevant naming authority’s policies and procedures.
8.3 The Client agrees to irrevocably waive any claims against SheCommerce that may arise resulting from the decision of a naming authority to refuse to register a domain name.
8.4 In the circumstances that SheCommerce do not register your domain name, you accept that it is your responsibility to ensure that your Domain Name License is renewed. SheCommerce will accept no responsibility or liability for the renewal of your domain name under these circumstances.
8.5 Should SheCommerce undertake the renewal of a domain name on your behalf where the original registrar for the domain is different to SheCommerce’s registrar of choice, the successful renewal of the domain by SheCommerce will be dependent on your agreement to transfer the domain to our chosen registrar.
8.6 Requests for cancellation of domain registration can be accepted up to 24 hours after registration of the domain by our registrar. Fees apply for cancellation of a registered domain.
8.7 Requests to transfer ownership of a domain name to a different entity will be accepted by SheCommerce, however SheCommerce is bound by the relevant policies of the appropriate naming authority. Fees may apply for the transfer.
8.8 Official Policy Documentation for the “.au” domain name space can be located at www.auda.org.au.
9. GRAPHIC DESIGN
9.1 Design Brief: Design is based on information provided by you in the design brief.
10. LIMITATION OF LIABILITY
10.1 No Liability: SheCommerce have no liability to you or to any other person for: –
(a). Loss or damage caused by use, misuse, lack of availability, interruption or removal of Services or any error or omission of your website. As part of some Services, SheCommerce make marketing information and guidance notes available to clients. SheCommerce will not be held liable for any loss or damages by clients in the application or use of this information.
(b). Acts or defaults of other Suppliers including but not limited to Web Hosting and email hosting provider; or failures within their infrastructure
(c). Faults or defects in Services which are caused by your own conduct or misuse.
10.2 As part of our service, SheCommerce may submit the address of Client sites to internet search engines to achieve better search engine rankings. As SheCommerce cannot in any manner control or influence the workings and policies of 3rd party organizations operating those search engines, it is not possible to guarantee search engine
acceptance or ratings.
11. GOVERNMENT DUTIES AND TAXES
11.1 SheCommerce reserve the right to pass onto the purchaser any variations in Australian Import Duty, Sales tax rates or GST rates applicable to the equipment, maintenance and/or service which may occur from the date of order until the date of purchase of the equipment.
12. TITLE OF GOODS
12.1 The title of ownership of the Website in this agreement shall not pass to the purchaser until all relevant invoices pertaining to the Web Site have been paid in full.
13. LIMITATIONS ON USE
13.1 Web Site Exclusions & Limitations: The Website is provided on an “as is” basis without warranties of any kind, either express or implied, and is provided whilst you are a SheCommerce Customer. The Website may be removed by SheCommerce upon termination of service. SheCommerce do not review or monitor any Websites linked to your Website and are not responsible for the content or accuracy of any such linked Websites.
14. SCOPE VARIATIONS
14.1 If there are any variations to the Scope of Works as outlined in this agreement, SheCommerce will request permission from you prior to this work proceeding. This request will outline any additional costs for this work.
15.1 The proper law of all contracts arising between the Company and the Customer is the law of the State of Victoria and the parties agree to submit to the jurisdiction of the Courts of that State.
16. CHANGE OF OWNERSHIP
16.1 The Customer agrees to notify the Company in writing of any change of ownership of the Customer within seven (7) days from the date of such change and indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any change.
17.1 The Customer hereby charges its property with the Customer’s indebtedness to the company.
18.1 Entire Agreement: This agreement contains the whole understanding between us to the exclusion of any prior or collateral agreements or understandings of any kind relating to the Services Shecommerce provide.