i) We respect our CLIENT’s confidentiality (Item 7). ii) We use open source solutions wherever possible. This means no vendor lock-in and software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 12.1).
iii) If the CLIENT determines that the website does not comply with the project components agreed to in this document, ARESS COMMUNET agrees to carry out any necessary and reasonable modifications without extra charge (Item 19).
iv) If the CLIENT is not happy with our service, the CLIENT is free to move their domain name, website and data in its entirety to another service provider (Item 20.1) before expiry of contract or website.But once site expires and client dont renew Aress Communet has no responsibility for the site.
This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified. All services that ARESS COMMUNET may be contracted to produce or provide for Clients Actual Name (referred to as CLIENT) will be subject to the following:
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and work product specified in the Proposal to be delivered by ARESS COMMUNET to the Client, in the form and media specified in the Proposal.
“Services” means all services and the work product to be provided to Client by ARESS COMMUNET as described and otherwise further defined in the Proposal.
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
The CLIENT authorises ARESS COMMUNET to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.
2. Agreement Scope and Period
Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.
3. Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, color printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to GST.
4. Production Schedules
Production schedules will be established and adhered to by both the CLIENT and ARESS COMMUNET. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays, if the delays result in an increase in time to manage or deliver the services.
Estimates are based on a reasonable time schedule, and may be revised to take into consideration the CLIENT’s requested “Priority Scheduling”. Requested priority schedules that require overtime and weekend work will be subject to 60% markup at an hourly rate. Overtime is defined as between 6.00pm - 9.00am
Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.
6.1 The CLIENT agrees to pay ARESS COMMUNET in accordance with the terms specified in each proposal/estimate. The CLIENT will be required to pay 50% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the
6.2 If the CLIENT fails to pay any invoice, ARESS COMMUNET reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. ARESS COMMUNET will charge a late payment fee of 5% per month on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.
6.3 In the event of cancellation of the project prior to completion, the CLIENT must pay ARESS COMMUNET a fee for work completed, based on the contract price and the expenses already incurred.
ARESS COMMUNET will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, roducts, services or business strategies offered or employed by the CLIENT. This obligation of confidence will cease to apply in relation to information that ARESS COMMUNET is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by ARESS COMMUNET of its obligations of confidence under this Agreement.
ARESS COMMUNET reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
ARESS COMMUNET is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that ARESS COMMUNET reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of ARESS COMMUNET services. The CLIENT agrees to allow ARESS COMMUNET to retain a credit and link from the footer of the website.
10.1 The CLIENT is responsible for all trademark, servicemark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials ARESS COMMUNET uses for this project. The CLIENT indemnifies ARESS COMMUNET against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
11. Project Copyright
11.1 After acceptance of the website and payment of all sums due by the CLIENT, ARESS COMMUNET agrees to assign perpetual and unrestricted copyright to use any materials produced by ARESS COMMUNET as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.
11.2 ARESS COMMUNET reserves all rights over working and source files. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.
11.3 ARESS COMMUNET reserves all rights to licence (open source) and release all software code including website templates developed under this agreement.
12. Open Source Software
12.1 ARESS COMMUNET makes extensive use of open source software and components to supply websites and services to the CLIENT. ARESS COMMUNET will not charge additional licencing fees on open source software.
12.2 The CLIENT indemnifies ARESS COMMUNET against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
12.3 All software and components not developed by ARESS COMMUNET retain the original licence and terms associated with them. ARESS COMMUNET cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
13. Force Majeure
ARESS COMMUNET shall not be deemed in breach of this Agreement if ARESS COMMUNET is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of ARESS COMMUNET or any local, state, federal, national or international law, governmental order or regulation or any other event beyond ARESS COMMUNET’s control (collectively,“Force Majeure Event”). Upon occurrence of any Force Majeure Event, ARESS COMMUNET shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
14. Limitation of Liability
The services and the work product of ARESS COMMUNET are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“ARESS COMMUNET parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event
shall ARESS COMMUNET be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by ARESS COMMUNET even if ARESS COMMUNET has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, ARESS COMMUNET shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within fourteen days of the CLIENT’s written notification to stop work. In the event
of termination, the CLIENT shall also pay any expenses incurred by ARESS COMMUNET and ARESS COMMUNET shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
Aress Communet not bound to share site coding and library with the client when site expires or transfered to another registrar by client.
16. Refund Poliy
ARESS COMMUNET will keep 25% (non-refundable) of the project cost or the cost of Hosting and Domain which ever is higher and this is not refundable. Other than this non-refundable amount, ARESS COMMUNET is liable to make the refund to the customer when :
i) No work processed after 15 days of finalize the agreement and supply of all the contents by the customer.
ii) If the major parts of the Website like domain, Hosting, gateway will change their basic financial terms which won’t match this agreement, all the pricing policy will be revised, in that case ARESS COMMUNET will inform the customer about the changes and if customer won’t agree, the contract can be terminated and refund (excluding non-refundable money) will be made in 1 month from the termination of this agreement.
iii) Refund only can be done to the customer, ARESS COMMUNET will not entertain any 3 party who may involve with this project and that inclusion is entirely customer’s discretion, hence ARESS COMMUNET won’t deal in any form with anyone regarding this project other than customer and any body/organization/company authorized legally by the Customer..
iv) No refund will be made if customer or any 3rd party introduced by customer will shut down their partial or fully operations and activities in business during the project period as per this agreement.
If in any case ARESS COMMUNET will shut down it’s business (partial or fully), the refund will be made as per the Refund Policy as mentioned above.
v) No Refund will be made for Domain Name Registration, Hosting, Bulk SMS, Missed call services, voice call services, Gateway. All these services are to be provided as prepay basis. No refund will be made for all those services which are non refundable as per agreement .
17. Domain Names
17.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that ARESS COMMUNET manage the domain name(s) on behalf of the CLIENT. ARESS COMMUNET will invoice the CLIENT when fees are due.
17.2 ARESS COMMUNET uses various registrar (referred to as REGISTRAR) to manage our CLIENTS’s domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on related regisrar's website.
17.3 The CLIENT indemnifies ARESS COMMUNET against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.
17.4 In case of Domain transfer CLIENT has to pay the transfer cost to the new registrar which will be selected by the CLIENT only. ARESS COMMUNET will not pay anything regarding domain transfer to another registrar or any other charges related to transfer of any domain.
18.1 The CLIENT is responsible for contacting the chosen host for support relating to hosting matters. ARESS COMMUNET will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.
18.2 ARESS COMMUNET will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames.
19. Browser Variance
Our websites are optimised for XHTML compliant browsers and adjusted to support Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers.
Websites are tested on
• Internet Explorer versions 7 and 8 (PC)
• Latest version of Firefox (Mac)
• Latest version of Safari (Mac)
• Latest version of Chrome (Mac)
ARESS COMMUNET will test and optimise for additional browsers and versions if requested by the CLIENT before commencement of the project.
Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.
21. Testing and Acceptance of the Website Once the project has, in the opinion of ARESS COMMUNET been completed, ARESS COMMUNET will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, ARESS COMMUNET agrees to carry out any necessary and reasonable modifications without extra charge.
22. Website, Data and Security
22.1 Upon the end of this agreement, The CLIENT is free to transfer their website management to another service provider if the site not expires and ARESS COMMUNET will supply the last backup of the site and associated data. ARESS COMMUNET will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar. If once site expires after prior notice to client ARESS COMMUNET has no responsibility for proving data backup or any details regarding services.
22.2 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.
22.3 If The CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies ARESS COMMUNET against any loss or damage arising directly or indirectly from website downtime or security breaches.
23. Client Responsibilities
If the CLIENT or an agent of The CLIENT other than ARESS COMMUNET attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in this agreement.
24. Errors and Omissions
It is ARESS COMMUNET’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However ARESS COMMUNET is not liable for errors or omissions. The CLIENT indemnifies ARESS COMMUNET against any loss or damage arising directly or indirectly from any errors and omissions.
ARESS COMMUNET will provide two rounds of revisions of content after the submission of the content, before the website is completed. Extended revisions outside of this scope will be charged under “Content Management” rates.
All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign, PSD, PDF).
Graphics and photographs are to be supplied in digital format to ARESS COMMUNET. Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.
All logos and branding must be provided in a industry standard vector format (preferences are: EPS, PDF, Illustrator).