Website Agreement
Our Commitment to you
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, AHF CREATIVE PTE LTD 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).
Introduction
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 AHF CREATIVE PTE LTD may be contracted to produce or provide for Clients
Actual Name (referred to as CLIENT) will be subject to the following:
Definitions
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 AHF
CREATIVE PTE LTD 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 AHF CREATIVE PTE
LTD 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.
General Terms
1. Authorisation
The CLIENT authorises AHF CREATIVE PTE LTD 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 AHF CREATIVE
PTE LTD. 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.
5. Overtime
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. Payment
6.1 The CLIENT agrees to pay AHF CREATIVE PTE LTD in accordance with the terms specified in
each proposal/estimate. The CLIENT will be required to pay 30% of the project cost before
commencement of work. Unless otherwise specified, all subsequent balances due are payable upon
completion of key stages of the project.
6.2 If the CLIENT fails to pay any invoice, AHF CREATIVE PTE LTD 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. AHF CREATIVE PTE
LTD 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 AHF
CREATIVE PTE LTD a fee for work completed, based on the contract price and the expenses already
incurred.
7. Confidentiality
AHF CREATIVE PTE LTD 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, products, services or business strategies offered or employed by the
CLIENT.
This obligation of confidence will cease to apply in relation to information that AHF CREATIVE PTE
LTD is required to disclose by any law, or which becomes part of the public domain other than as the
result of a breach by AHF CREATIVE PTE LTD of its obligations of confidence under this
Agreement.
8. Subcontractors
AHF CREATIVE PTE LTD reserves the right to assign subcontractors or external suppliers. Any
subcontractors or external suppliers will be bound to the terms of this agreement.
9. Promotion
AHF CREATIVE PTE LTD is confident that the CLIENT's expectations will be exceeded and as such
is notifying the CLIENT that AHF CREATIVE PTE LTD reserves the right to use the CLIENT's
website, associated graphics and any unused ideas and development in the promotion of AHF
CREATIVE PTE LTD services. The CLIENT agrees to allow AHF CREATIVE PTE LTD to retain a
credit and link from the footer of the website.
10. Copyright
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 AHF CREATIVE PTE LTD uses for this project. The CLIENT indemnifies
AHF CREATIVE PTE LTD 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, AHF CREATIVE
PTE LTD agrees to assign perpetual and unrestricted copyright to use any materials produced by AHF
CREATIVE PTE LTD as outlined in this agreement to the CLIENT including exclusive usage rights to
unique graphics.
11.2 AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD makes extensive use of open source software and components to
supply websites and services to the CLIENT. AHF CREATIVE PTE LTD will not charge additional
licencing fees on open source software.
12.2 The CLIENT indemnifies AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD retain the original
licence and terms associated with them. AHF CREATIVE PTE LTD cannot assign any rights to the
CLIENT and the CLIENT agrees to be bound by the original Author's terms.
13. Force Majeure
AHF CREATIVE PTE LTD shall not be deemed in breach of this Agreement if AHF CREATIVE PTE
LTD 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 AHF CREATIVE PTE LTD or any local, state,
federal, national or international law, governmental order or regulation or any other event beyond AHF
CREATIVE PTE LTD's control (collectively, "Force Majeure Event"). Upon occurrence of any Force
Majeure Event, AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD are sold "as is." In all
circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents
and Affiliates ("AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD 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 AHF CREATIVE PTE
LTD even if AHF CREATIVE PTE LTD has been advised of the possibility of such damages, and
notwithstanding the failure of essential purpose of any limited remedy.
15. Termination
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, AHF
CREATIVE PTE LTD 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 AHF CREATIVE PTE LTD and AHF CREATIVE PTE LTD shall own all rights to the work. The
CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
16. Domain Names
16.1 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 AHF CREATIVE PTE LTD manage the domain name(s) on
behalf of the CLIENT. AHF CREATIVE PTE LTD will invoice the CLIENT when fees are due.
16.2 AHF CREATIVE PTE LTD uses Netregistry Pty Ltd (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 their website: www.netregistry.com.au
16.3 The CLIENT indemnifies AHF CREATIVE PTE LTD against any loss or damage arising directly
or indirectly from any failure of services provided by the REGISTRAR.
17. Hosting
17.1 The CLIENT is responsible for contacting the chosen host for support relating to hosting matters.
AHF CREATIVE PTE LTD will charge for costs incurred liaising with the hosting company and
supporting the CLIENT with hosting related issues.
17.2 AHF CREATIVE PTE LTD will charge for costs incurred due to differences in hosting
environment if installation and management exceeds standard time frames.
18. 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)
AHF CREATIVE PTE LTD will test and optimise for additional browsers and versions if requested by
the CLIENT before commencement of the project.
19. Colours
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.
20. Testing and Acceptance of the Website
Once the project has, in the opinion of AHF CREATIVE PTE LTD been completed, AHF CREATIVE
PTE LTD 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, AHF CREATIVE PTE LTD agrees to carry
out any necessary and reasonable modifications without extra charge.
21. Website, Data and Security
21.1 Upon the end of this agreement, The CLIENT is free to transfer their website management to
another service provider. AHF CREATIVE PTE LTD will supply the last backup of the site and
associated data. AHF CREATIVE PTE LTD will take all reasonable actions to transfer the CLIENT'S
domain name to a new registrar.
21.2 Ongoing Management (see definition) is not included in this agreement and will require an
additional agreement.
21.3 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 AHF CREATIVE
PTE LTD against any loss or damage arising directly or indirectly from website downtime or security
breaches.
22. Client Responsibilities
If the CLIENT or an agent of The CLIENT other than AHF CREATIVE PTE LTD 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.
23. Errors and Omissions
It is AHF CREATIVE PTE LTD's responsibility to check carefully for accuracy in all respects,
ranging from spelling to technical illustrations. However AHF CREATIVE PTE LTD is not liable for
errors or omissions. The CLIENT indemnifies AHF CREATIVE PTE LTD against any loss or damage
arising directly or indirectly from any errors and omissions.
24. Revisions
AHF CREATIVE PTE LTD 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.
25. Copy
All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign).
26. Images
Graphics and photographs are to be supplied in digital format to AHF CREATIVE PTE LTD.
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.
27. Branding
All logos and branding must be provided in a industry standard vector format (preferences are: EPS,
PDF, Illustrator).