Terms of Business
The following Terms of Business relate to the web design services provided by BTwebdesign.
Last updated: 26 November 2018 (previous versions available on request)
Terms: The Terms of Business specified in this document.
BTwebdesign: A website design and development business registered at 62 Baird Ave Matraville NSW 2036. Bryden Consulting Pty Ltd trading as BTwebdesign is registered in Australia, company number 36 628 182 052
Client: The individual or company commissioning the SERVICES.
Services: The work provided by BTwebdesign as described on the PROPOSAL.
Proposal: The description, and anticipated pricing where applicable, of the SERVICES to be provided to the CLIENT. This may take the form of a written document, email or written correspondence, submission of an enquiry form or order form on the BTwebdesign website, or verbal conversation.
Unless otherwise stated in the PROPOSAL, the following standard TERMS apply. They are intended to protect both the CLIENT and BARN2 MEDIA and to ensure that the working relationship is open and honest for both parties.
All work is carried out by BTWEBDESIGN on the understanding that the CLIENT has agreed to these TERMS. The CLIENT may indicate their acceptance of the PROPOSAL and these TERMS either by a signed agreement in writing; accepting a PROPOSAL online; a confirming email; or by paying a deposit for work outlined in the PROPOSAL.
The CLIENT hereby authorises BTWEBDESIGN to carry out the SERVICES and access any information required in order to do so, for example accessing a web hosting account. Unless otherwise stated on the PROPOSAL, the CLIENT authorises BTWEBDESIGN to upload any files to the World Wide Web in order to provide the SERVICES; and to submit a completed website to internet search engines unless stated otherwise in the PROPOSAL.
BTWEBDESIGN represents and warrants to the CLIENT that it has the experience and ability to perform the SERVICES; that it will perform said SERVICES in a professional, competent and timely manner; and that its performance under these TERMS shall not infringe upon or violate the rights of any third party or violate applicable legislation.
The CLIENT represents and warrants to BTWEBDESIGN that it has the power to enter into an agreement with BTWEBDESIGN; that it is solely responsible for any information added to a website as part of the SERVICES; and that its performance under these TERMS shall not infringe upon or violate the rights of any third party or violate applicable legislation.
3. Proposals & pricing
BTWEBDESIGN will usually provide a fixed quote for the work. If it is not possible to accurately predict the amount of work in advance then BTWEBDESIGN will quote a maximum price. The final bill will be less than or equal to the maximum price agreed. BTWEBDESIGN will not exceed the agreed quote without prior approval from the CLIENT.
BTWEBDESIGN may agree to charge an agreed hourly rate for a piece of work. Billable time will be rounded to the nearest 15 minutes, minimum half hour per task. If the SERVICES are carried out under an ongoing support plan then the minimum time per task reduces to 15 minutes.
All prices quoted are based on BTWEBDESIGN’s current understanding of the CLIENT’s requirements, as described in the PROPOSAL. Any changes to these requirements may affect the price.
The PROPOSAL will list the exact specification of the work and the specific SERVICES to be provided.
4. Website software
Unless otherwise specified in the PROPOSAL, the SERVICES will be provided using the WordPress content management platform.
The PROPOSAL will state whether a custom design will be commissioned or whether BTWEBDESIGN will purchase and install a premium WordPress theme.
If a premium WordPress theme is used then BTWEBDESIGN will set it up using its standard features. Any theme customisations to be made under the SERVICES will be listed on the PROPOSAL.
Unless otherwise specified in the PROPOSAL, BTWEBDESIGN will select and install appropriate plugins to be installed on the website.
5. Website standards and interoperability
The PROPOSAL will list the specific standards that the SERVICES will adhere to, for example W3C or DDA Compliance.
Unless otherwise specified in the PROPOSAL, the SERVICES will be optimised for all modern web browsers plus Internet Explorer 10 and above. If more than 6 months elapses (for any reason) between the PROPOSAL being accepted and the SERVICES going live, then BTWEBDESIGN reserves the right to change the requirements relating to software compatibility – for example by changing the earliest version of Internet Explorer or PHP that will be optimised for. The new requirements will be described in an updated version of these TERMS.
6. Domain names
If stated on the PROPOSAL, BTWEBDESIGN will register one or more domain names on behalf of the CLIENT. BTWEBDESIGN will suggest appropriate domain names and check their availability. A domain name’s availability during the initial stages of the project does not guarantee it will still be available at the time of registration.
The chosen domain name will be registered using the CLIENT’s contact details and will be owned by the CLIENT. BTWEBDESIGN will manage the domain name registration and renewal on behalf of the CLIENT. At no time will BTWEBDESIGN hold any rights over the domain name.
Alternatively, the CLIENT may request that BTWEBDESIGN manages the transfer of an existing domain name owned by the CLIENT. This is INCLUDED in the set up costs.
7. Materials provided by the CLIENT
If specified in the PROPOSAL, BTWEBDESIGN will write any text to be displayed on the website, which the CLIENT is required to approve. The CLIENT must provide sufficient information, for example in the requirements form and text templates of detailed verbal information, written notes, brochures, leaflets or information from other relevant websites.
Where the PROPOSAL states that the CLIENT will provide the text, BTWEBDESIGN reserves the right to proofread and edit it for the purpose of making it suitable for web use and attractive to search engines. The CLIENT can request amendments to any changes made to the text by BTWEBDESIGN when approving the draft website.
BTWEBDESIGN will use images provided by the CLIENT if they are of sufficient quality. Photographs must be provided electronically. BTWEBDESIGN reserves the right to graphically enhance images and save them into a format suitable for online use.
If specified on the PROPOSAL, BTWEBDESIGN will select appropriate images for the website which are freely available for commercial use.
8. Web hosting
The standard web hosting service provided by BTWEBDESIGN and partner BLACK LABEL HOSTING is as follows:
Setup and configuration of hosting for the website.
Installation of the website on the web host.
Configuration of name servers to link the domain name with the website hosted by the web host (where BTWEBDESIGN has registered the domain).
Uptime monitoring, and taking appropriate action if the website is offline.
Includes up to 5GB storage.
Includes 25,000 visits to your site per month. Additional visits are charged at $3.00 per 1,000 visits, up to 50,000 visits per month. If traffic exceeds 50,000 per month then BTWEBDESIGN will provide an individual PROPOSAL for the hosting costs. ‘Visits’ are defined as the visitor statistics recorded by our hosting company. This figure may differ from that recorded by other software such as Google Analytics.
Projects not hosted by BTWEBDESIGN
Where possible, BTWEBDESIGN will host work on our servers free of charge during the development phase.
If the CLIENT wishes for development work or a completed website to be hosted on their own servers then this might incur additional work for BTWEBDESIGN, for example if there are issues with the server setup. The PROPOSAL assumes that the CLIENT uses a standard Linux-based web host that is suitable for hosting WordPress websites and that full FTP and control panel access will be available. If any unforeseen issues with the CLIENT’s web host are discovered then the additional time will be notified in advance and charged separately.
Full payment must normally be made before BTWEBDESIGN will hand over files to be hosted on the CLIENT’s server or web host. The exact payment arrangements will be described on the PROPOSAL.
9. Additional costs
Additional services requested during the project
The CLIENT agrees to pay the additional fees for any work not described in the PROPOSAL that the CLIENT requests during the course of the project. This will be quoted for in advance.
The CLIENT agrees to reimburse BTWEBDESIGN for any additional expenses necessary for the completion of the SERVICES. An example of this might be work required due to unforeseen difficulties or fees incurred in obtaining access to the CLIENT’s domain name, or additional meetings and travel time that were not previously quoted for. Additional expenses will be charged at the agreed price plus expenses.
10. Completion date
BTWEBDESIGN will book in the work and provide a predicted completion date once the CLIENT has accepted the PROPOSAL and paid any initial deposit. Any completion date should be viewed as an estimate.
The completion date is dependent on the CLIENT providing any information that is required in order for BTWEBDESIGN to complete the work. If there are unforeseen delays in receiving this information then BTWEBDESIGN will re-book the work and provide a new completion date, based on BTWEBDESIGN’s current availability.
BTWEBDESIGN cannot be held responsible for any delays, whatever the cause.
Cancellation of new SERVICES
Prior to the CLIENT’s final approval of the draft SERVICES, each party reserves the right to terminate their agreement at any time. BTWEBDESIGN shall have the right to bill pro rata for work completed up to and including the date of that request, plus any expenses incurred, while reserving all rights under these TERMS and to the work.
If the CLIENT cancels the SERVICES then any deposit will not normally be refundable.
Cancellation of ongoing services
Any ongoing SERVICES provided by BTWEBDESIGN can be cancelled by the CLIENT at any time, except SERVICES where a minimum contract period still applies.
The CLIENT must give BTWEBDESIGN at least 28 days’ notice either in writing or by email. The CLIENT shall not be entitled to a refund for any part of a month or year for SERVICES yet to be provided which have been paid in advance.
If the CLIENT is cancelling the website hosting or domain name registration service (e.g. the CLIENT wishes to move the website to a different web host) then BTWEBDESIGN will release and hand over all website files or will assist in transferring the domain name. Extra work will be required to separate a website from BTWEBDESIGN’s infrastructure. This will be quoted for as a fixed cost, plus any additional expenses.
If BTWEBDESIGN wishes to cancel any ongoing service provided to the CLIENT then they may do so at any time but must give the CLIENT at least 28 days’ notice in writing or by email.
12. Approval of work
The CLIENT is responsible for approving the work provided under the SERVICES. Once the CLIENT had indicated their approval of part or all of a project, any subsequent changes that they request may be chargeable. For example, if the CLIENT approves the visuals for a bespoke website design and BTWEBDESIGN commences the development work on this basis, then BTWEBDESIGN will quote separately for any further changes that the CLIENT requests to the design.
Bug fixes and other issues
BTWEBDESIGN will ensure that the SERVICES meet the requirements described in the PROPOSAL to the best of its ability. The CLIENT is responsible for checking the work and providing any feedback before it is formally approved and handed over to the CLIENT.
If the CLIENT raises any issues with BTWEBDESIGN’s work within 6 months of it being handed over to the CLIENT then this will be fixed free of charge (e.g. bug fixes). BTWEBDESIGN will provide a separate PROPOSAL and quote for fixing any bugs or other issues that the CLIENT reports after this initial 6 month period, even if these were present when the work was originally handed over.
The CLIENT must pay for the work in full following receipt of an invoice from BTWEBDESIGN. All SERVICES shall be provided for the price specified in the PROPOSAL and these TERMS. The PROPOSAL will state at which stage(s) of the project payment will be required.
Payment shall be made by EFT or direct debit. In the CLIENT wishes to pay by PayPal/Credit Card then the likely PayPal/Credit card fees will be added to the invoice.
If BTWEBDESIGN will be hosting the finished website then the web hosting costs begin when a draft of the website is put online for the CLIENT to view.
The CLIENT can choose to pay for any ongoing SERVICES either monthly in advance by direct debit, or annually in advance. If paying monthly, the SERVICES will be renewed automatically on the payment date each month (except where a minimum contract period applies). If paying annually, the SERVICES will be renewed and invoiced automatically every 12 months.
All invoices must be paid in full by the due date(s) listed. Late payment fees of 5% of the total invoice value will automatically be added every 28 days after the due date. In case debt collection or legal action prove necessary, the CLIENT agrees to pay all fees incurred.
BTWEBDESIGN reserves the right to remove the CLIENT’s website or other SERVICES from viewing on the Internet if payment is not made in full within 28 days of the invoice due date. BTWEBDESIGN will give the CLIENT seven days’ notice before removing the website from the Internet. This does not relieve the CLIENT of their obligation to pay the due amount. BTWEBDESIGN accepts no liability for any losses that the CLIENT incurs if the website is removed from the Internet due to non-payment.
The PROPOSAL will list the payment milestones for the project.
If BTWEBDESIGN is hosting the website then the final payment will not normally be due until after the website has been launched, unless stated otherwise in the PROPOSAL. If the CLIENT is arranging their own web hosting then full payment will always be required before BTWEBDESIGN hands over the files or installs the SERVICES on the CLIENT’s hosting account.
If the CLIENT wishes to have administrative access to a website during the development process then they will be added at Editor level or lower. If they wish to have full Administrator-level access then full payment for the SERVICES will be required before this access is granted, even if the SERVICES are not yet complete.
Price changes for ongoing services
BTWEBDESIGN may amend the cost of any ongoing services at any time. Any changes will be notified to the CLIENT in writing giving at least 14 days’ notice.
If BTWEBDESIGN increases the cost of ongoing services that the CLIENT has already paid for in advance, BTWEBDESIGN will offer to provide a refund pro rata if they choose to move to a different provider. An example of this might be if the client had pre-paid for 12 months web hosting and BTWEBDESIGN notified them of a price increase after 6 month. In this case, if the CLIENT wished to change provider then BTWEBDESIGN would refund 50% of the amount paid.
14. Website maintenance
Any work provided under the SERVICES will be developed to be compatible with the current standards and software at the time the SERVICES are handed over to the CLIENT.
If the CLIENT causes delays exceeding 60 days during a project and additional work is required – for example to update the website software to the latest version, or to implement new standards that have been released during the delay – then BTWEBDESIGN will quote separately for this.
Once the SERVICES have been handed over to the CLIENT, the CLIENT will assume responsibility for keeping the website up to date and maintained. Updates and maintenance can be achieved by accessing our team for the two (2) hours per month allocated to you as part of your monthly fee. These hours DO NOT accumulate and are forfeited at the end of every monthly cycle.
If unforeseen issues occur with the CLIENT’s website, such as it getting broken, corrupted or hacked, then BTWEBDESIGN will provide a quote to either restore it to a previous backup or fix the problem.
Due to the changing nature of the website industry, BTWEBDESIGN does not guarantee that the work will be compatible with future standards, web browsers or upgrades to the software it runs on. The CLIENT is advised to update the software used to power the website on a regular basis, and at least quarterly in all cases.
The CLIENT may choose to purchase ongoing software updates and/or website maintenance from BTWEBDESIGN. The PROPOSAL will list exactly what services will be provided and any restrictions. The price agreed will normally include a maximum number of hours for testing and any troubleshooting that is required to fix any problems that arise from an update. If more significant redevelopment is required to bring the software up to date then BTWEBDESIGN will contact the CLIENT and recommend the best course of action.
15. Support services
If required, BTWEBDESIGN will book in a set number of hours per month to work exclusively for the CLIENT. The CLIENT will be informed which hours have been booked if required as quoted in the PROPOSAL.
The hours covered by the retainer are part of each month free of charge. If the CLIENT requests more work in any month than is covered by the retainer then these will be billed separately.
BTWEBDESIGN offers low cost website services called MyBasicSite. These SERVICES include everything described on the MyBasicSite pages of the BTWEBDESIGN website. These pages also clearly describes anything that is not included.
17. Assignment of project
BTWEBDESIGN reserves the right to assign suitably qualified and experienced subcontractors to the project as required. Where subcontractors are used, BTWEBDESIGN reserves the right to share any information that is necessary for the work to be carried out. BTWEBDESIGN will remain fully responsible for the final results of the project.
18. Copyrights & trademarks
The CLIENT declares that it holds the appropriate copyright and/or trademark permissions for any information that it asks BTWEBDESIGN to include on a website under the SERVICES, including text and images. The CLIENT agrees to fully indemnify and hold BTWEBDESIGN free from harm in any and all claims resulting from the CLIENT not having obtained the required copyright and/or other necessary permissions.
The CLIENT is assigned rights to use as a website the design, graphics and text contained in the finished assembled work. If BTWEBDESIGN has provided a logo or colour scheme for the CLIENT then the CLIENT is also assigned rights to use these throughout their business. Copyright for these elements will be transferred to the CLIENT once they have been paid for in full.
BTWEBDESIGN will provide image files of any parts of the website design to the CLIENT on request. This will be chargeable.
Rights to photos, graphics, source code and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners.
19. Authorship credit
Unless specified otherwise in the PROPOSAL, the CLIENT must include a link at the bottom of each page of their website, establishing authorship credit to BTWEBDESIGN. This will be inserted by BTWEBDESIGN. BTWEBDESIGN may remove the link at any time. The CLIENT may only remove it with prior permission from BTWEBDESIGN.
BTWEBDESIGN and its subcontractors retain the right to link to the CLIENT’s website, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the CLIENT in publicity to promote BTWEBDESIGN, unless stated otherwise in the PROPOSAL.
20. Cookies and privacy
BTWEBDESIGN will educate and support the CLIENT in ensuring the website complies with the Privacy and Electronic Communications Regulations (updated 26 May 2011). BTWEBDESIGN will inform the CLIENT of their responsibilities, including offering their services in carrying out an audit of any cookies used on the site, and providing information about the technical options available to achieve compliance. Ultimate responsibility for compliance lies with the CLIENT.
21. Limited liability
The CLIENT hereby agrees that any material submitted for publication on a website will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. The CLIENT hereby agrees to indemnify and hold harmless BTWEBDESIGN from any claim resulting from the CLIENT’s publication of material or use of those materials.
For as long as BTWEBDESIGN is responsible for hosting and administration of the SERVICES, BTWEBDESIGN shall take all reasonable measures to protect the CLIENT’s website or software including responsibility for daily data backups and regularly overseeing its security against illegal or unauthorised use. The CLIENT acknowledges that BTWEBDESIGN cannot guarantee the security of the SERVICES. If, at any time, the CLIENT is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify BTWEBDESIGN immediately. If a website is compromised or infiltrated then BTWEBDESIGN will charge for rectifying it, unless stated otherwise in the PROPOSAL.
At no time does BTWEBDESIGN make any guarantee that the CLIENT’s website will achieve a certain rating in search engine results; or guarantee a certain level or security or performance.
BTWEBDESIGN’s total liability arising in connection with work provided under the PROPOSAL and these TERMS shall be limited to the total cost of SERVICES ordered by the CLIENT from BTWEBDESIGN during that financial year. BTWEBDESIGN shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the SERVICES.
The CLIENT shall defend, indemnify and hold harmless BTWEBDESIGN and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees, that may arise or result from:
Any service provided or performed or agreed to be performed or any product sold by the CLIENT, its agents, employees or assigns.
Any injury to person or property caused by any products or services sold or otherwise distributed in connection with BTWEBDESIGN.
Any material supplied by the CLIENT that infringes on the proprietary rights of a third party.
The CLIENT’s use of electronic commerce.
Any defective product which the CLIENT has provided via the SERVICES.
BTWEBDESIGN, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time disclose any confidential information to any person.
24. Entire understanding
These TERMS and the corresponding PROPOSAL form the sole agreement between the CLIENT and BTWEBDESIGN regarding BTWEBDESIGN’s web design and ongoing SERVICES.
These TERMS shall be governed and construed in accordance with Australian law. The parties agree that if any part, term or provision of these TERMS shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.