JWGecko is a trading name of Net for Business Pty Ltd
Net for Business Pty Ltd - Standard Terms & Conditions
Part 1 General Terms & Conditions
These standard terms and conditions (Terms) apply to all services carried out by Net for Business Proprietary Limited (N4B) on behalf of its clients (each being a Customer), including but not limited to the development of web applications (sites) or software (Products)
1. Proposals
All N4B proposals shall be in writing and signed by an N4B authorised person. Any verbal indication of price is solely for the benefit of the recipient’s general knowledge.
2. Acceptance
Upon customer acceptance of an N4B proposal, N4B will prepare a contract for signature by both parties. The contract shall include the proposal and these Terms and may provide for payment of a deposit prior to commencement of work.
3. Order Confirmation
While the customer may or may not issue their purchase order for the products, N4B will always issue its Order Confirmation to the customer. The Order Confirmation is evidence that all commercial & technical matters have been agreed & satisfied, and confirms to the customer that work has been scheduled for commencement.
4. Commencement of work
Work shall commence following issue of N4B’s Order Confirmation.
5. Termination prior to delivery
If N4B receives written notice from the Customer that the Customer wishes to terminate the contract prior to completion of the Product, then the Deposit shall be forfeited to N4B, and N4B may also charge the Customer, at N4B’s agreed hourly rate, or if no hourly rate has been agreed, then at N4B’s then normal hourly rate, for all work done on the Product until receipt of such notice. Upon termination under this clause, all intellectual property in the incomplete Product shall continue to vest in N4B.
6. Completion
The product is deemed complete when it meets the Specifications as agreed in the contract.
7. Delivery
N4B shall make its best efforts to meet the delivery date as agreed in the contract, however time over-runs may occur. N4B will keep the customer informed of any likely overruns. Any delay in receipt of the deposit will equally extend the stated delivery date.
8. Once the Product has been completed and provided that the Customer is not in default of its obligations, the Product shall be delivered to the Customer by e-mail; or, where the Customer so requests:
a] by a removable media device containing the Product at the Customer’s expense; or
b] by N4B uploading the Product directly on to the Customer’s chosen file server, in which case the Customer shall provide N4B with such access and authorisation as may be necessary to do so.
9. Invoicing
N4B shall issue its invoice(s) as prescribed in the contract or at the time of delivery of the product.
10. Goods & Services Tax ( GST)
a] GST will be added to the agreed price for all Australian customers.
b] Generally all customers with their principal place of business located outside Australia will not be required to pay GST. Should the Australian Tax Office retrospectively levy GST on any of N4B’s invoices, that amount shall be immediately payable by the customer including any penalties so levied.
11. Product Acceptance
After the first week following delivery & completion of minor changes (if any) N4B will issue the customer a Product Acceptance form for completion & return to N4B.
12. Payment
a] Payment in full shall be as agreed in the contract or if not specified, the 20th of the month following.
b] N4B provide bank account details for electronic payment and where possible prefer this method of payment for invoices. Should payment of invoices be made by cheque, this should be sent to: P.O. Box 395, Thirroul, NSW 2515.
c] Where an amount is overdue from the Customer, whether under these Terms or otherwise, N4B:
i) may stop the supply of services without the need for formal demand, require immediate payment, and pass the debt to an agency for collection; and
ii) shall be entitled to charge interest on the overdue amount at the rate of 4% above N4B’s then current bank rate until the actual date of payment.
iii) where an invoice remains unpaid for 45 days or more, N4B reserves the rights to turn off access to TurnKey admin.
iv) where an invoice remains unpaid for 60 days or more, N4B reserves the right to turn off the website.
v) in the event where the TurnKey admin has been turned off because of overdue payment, an $150 administration charge will be incurred and invoiced
vi) in the event of the website being turned off as a result of overdue payment of invoices, a $300 administration charge will be incurred and invoiced
vii) in the event where an account is overdue, it is deemed to be paid when N4B receives cleared funds in its bank account
13. No Deductions
The Customer shall not be entitled to withhold payment or to make any deductions or set-off from payments due without the prior written agreement of N4B.
Part 2 Internet Industry Specific Terms & Conditions
14. Warranty
N4B warrants that it will fix all software bugs for a period of 60 days following product acceptance. Although N4B will use its best endeavours to ensure that the Product is free from errors, due to the nature of browser-based media, N4B cannot and does not warrant that the Product will meet all of the Customer’s requirements or that the operation of the Product will be uninterrupted or error-free.
15. Changes
The Customer may request changes to the Product. If such changes are the first requested by the Customer and in N4B’s opinion:
a] do not substantially depart from the Specifications; and
b] will require in total less than 2 hours further work to implement;
In this case N4B agrees to make such minor changes without extra charge.
Otherwise, N4B may either at its option charge for such changes at N4B’s then normal rate per hour or provide an estimate for completing the change. If the latter, N4B will only complete the change once a new written agreement has been signed by both parties.
16. Website Maintenance
Where the parties have agreed that N4B is to make regular updates or changes to the Customer’s website, this service shall be charged at the agreed rate or otherwise on a time and materials basis at N4B’s then normal hourly rate for time spent, and shall be invoiced in arrears on a monthly basis.
17. Build Credit
Where the Product is a website, N4B shall be entitled to have the original authorship of the website attributed to N4B and to have that attribution included in the footer of each page. This shall not be removed without written permission from N4B. The standard form for this is to have the N4B.COM logo in the footer and linked either to the N4B.COM website or to an HTML on the client's site with a link to the N4B.COM website.
18. Subcontractors
N4B may use subcontractors to assist in completing the Product.
19. Intellectual Property Rights
a] The Client shall retain all Intellectual Property rights to any Client Proprietary Objects incorporated within the Website.
b] N4B shall retain their rights to all Intellectual Property for the techniques and methods used by N4B in creating the Website and the Software and the Client may not use any part of the Website or the Software, beyond the application for which it is delivered, so as to make use of the Intellectual Property of N4B or its techniques and methods.
c] If the Client has fully complied with this agreement, N4B grants the Client a perpetual, non-transferable, non-exclusive license to use the N4B Proprietary Objects contained within the Website and the Software.
d] The Client may copy the website (but not the software), alter or modify the Website and the Software provided that N4B shall always retain the right to have the original authorship of the Website attributed to N4B and to have that attribution notified on or removed from the source code.
e] The Client’s obligations under this clause shall survive the termination of this agreement.
20. Confidentiality
Each party will keep all information provided by the other party in strict confidence, provided that N4B will be allowed to provide information about the Customer to subcontractors if such provision of information is, in N4B’s reasonable opinion, necessary for the completion of the Product.
21. Client License and Warranty
a] The Client grants any consents or licenses (including but not limited to copyright licenses), as may be required by N4B in order to use or copy any Client Proprietary Objects or any Content other than N4B’s Proprietary Objects specified by the Client for development of the Website.
b] The Client warrants that it has the right to grant a license or consent to use any Intellectual Property on the Website not being N4B’s Proprietary Objects. If required by N4B, the Client will provide written confirmation of such license or any third party consents.
22. Use of Supplied Material/Indemnity
a] The Customer warrants that it has obtained all permissions and authorisations necessary for N4B to use all of the text, graphics, sounds, trade marks or any other material supplied by the Customer, and the Customer shall, if N4B so requests, provide N4B with proof of such permissions and authorisations. Where such proof is not supplied, N4B may, at its option, either:
i) not incorporate the applicable supplied material into the Product; or
ii) stop work on the Product until such proof is provided.
b] The Customer shall indemnify and hold harmless N4B against all and any liability, loss, damages, costs or other expenses (including legal costs) of any nature whatsoever incurred or suffered by N4B as a result of any infringement of intellectual property rights in material provided by the Customer.
23. Back-up Copies
The Customer warrants that it has back-up copies of all material supplied to N4B and that N4B shall not be liable for any loss or damage to that material.
24. Force Majeure
N4B shall not be liable for any failure by N4B arising from any cause beyond the reasonable control of N4B.
25. Terms to Prevail
In the event of any conflict between these Terms and any other document or agreement between the parties these Terms shall prevail.
26. Governing Law
These Terms will be governed by and construed in accordance with the laws of Australia, and the Customer agrees to be bound by the non-exclusive jurisdiction of the courts of Australia.
27. Term of Agreement
This agreement shall commence on the date of this agreement and end on the date this agreement is terminated according to the contract.
Definitions
Client Proprietary Objects - means any work or object incorporated within the Website which has been delivered to N4B by the Client and where the Intellectual Property therein is owned by the Client or its licensors;
Intellectual Property - means any property right capable of ownership and legal protection against copying and reproduction, including patent, copyright, trademark, design-mark, confidential information and trade secrets;
N4B Proprietary Objects - means all works and objects incorporated within the Website which are capable of legal protection as Intellectual Property other than Client Proprietary Objects (and includes all computer generated works, and the non-literal attributes of the Website such as its look and feel and functionality);
Software - means the computer software designed and coded by N4B and/or its licensors which generates and / or provides computer functionality;
Specifications - means the specifications for the Website or project attached to any N4B agreement or to be developed by the parties in accordance with this agreement, including matters of design, functionality, appearance and a completion schedule;
Website - means an Internet website generated by the Software, incorporating (among other things):
a] a series of related computer generated pages of information, images and sound;
b] Client Proprietary Objects;
c] N4B Proprietary Objects;
d] links to other websites or information;
e] functionality to retrieve, process and store data;
f] functionality to be the means of conducting E-commerce;
Website Development - means the development of the Website in accordance with the Specifications including systems analysis, design, programming, implementation and installation;
Website Support - means the provision by N4B support for the Client’s Website as specified in N4B’s Maintenance and Support Schedule published by N4B from time to time or as may be agreed between the parties;
Website Maintenance - means updates to the Website carried out by N4B after commencement of this agreement from time to time; but excluding the addition of new web pages or functionality or the substantial redevelopment thereof.
