Between “Service Provider”, Naphix Pty Ltd T/A WP Creative (ABN 65 610 345 198), and “Customer”.
We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this contract, you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
You are hiring WP Creative located at 18/89 Jones Street, Ultimo NSW 2007 to design and develop a website for the estimated total price as agreed prior to the commencement of the work.
1.0 Services Rendered
If we are designing your website, we’ll create static visuals/mockups to indicate a look-and-feel (colour, texture, and typography) of the key pages as defined in the proposal. If you need additional pages designed, there will be an additional cost per unique design templates.
We provide 2 rounds of revision in the design phase unless agreed otherwise. If at any stage, you’re not happy with the direction our work is taking, you will pay us in full for everything we’ve produced up to that point and then cancel this contract.
1.2 Text content
Writing or inputting any text copy is not included in this contract. If you’d like us to write new content or input text for you, we’re happy to provide a separate estimate for that.
You’ll need to supply graphics files to us in an editable, vector digital format. Photographs must be in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you’d like us to search for photographs for you or edit them, we can provide a separate estimate for that. The cost of buying stock photographs or a photoshoot is not included in this contract.
1.4 Browser testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. We build and test to work responsively across the following browsers and devices.
- Latest versions of Chrome, Safari, Mozilla Firefox, Microsoft Edge
- Mobile Safari on the latest version of iOS for iPhone and iPad
- Default browser on the latest version of Android OS.
1.5 Web Hosting support
Any web hosting solution or support is not included in the service. We will help you set the website live on your server and might provide recommendations of web hosting companies if you need but any support relating to hosting is ‘out of scope’.
1.6 Changes and revisions
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.
We can’t guarantee that the functions contained in any web page templates or in a completed website will always be error-free (we’re human!) so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
1.8 Maintenance Period
A maintenance period will be of 4 weeks after the website has been delivered, tested and is live (“Maintenance Period”). During the Maintenance Period, the Service Provider will remedy all defects in the website by either repair or modification, whichever is required by the Customer.
Additional support or maintenance will be provided by the Service Provider based on an hourly rate of $110 + GST*. The Service Provider will provide estimated head hours before commencement of additional maintenance work, and will only act after the Customer approves the estimation.
*Please note: Rates may be subject to change. If you are our partner agency, please contact us for agency hourly rates.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfil and exceed your expectations of the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
2.1 Project Timeline
Service Provider estimates that the Project can be completed within the estimated timeline discussed prior to the commencement of the work. The estimated time-frame is provided assuming Customer payments, input and sign-offs are completed within 2 working days.
In the event that a sign-off is delayed due to the Customer (i.e. sign-off is extended beyond 2 business days), the estimated timeline of the Project shall be extended by the same period as the delay in the sign-off. It is the Service Provider’s genuine intention to stay as close as possible to the estimated timeline, however, the Service Provider does not guarantee this timeline.
2.2 Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimise the impact of the event.
3.0 Charges for Services Performed
Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended.
4.0 Terms of Payment
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly.
You agree to stick tight to the following payment schedule (unless agreed otherwise).
- 50% deposit upfront
- 30% payment once the design has been agreed upon (if we are designing your website)
- 20% before go-live (once the website has been tested and everyone agrees it is ready to go live)
Note: If you are unable to supply all of the right content at this stage, it does not mean we have not done our job. Once the site has been tested and is ready to go live, either with your content or placeholder images and dummy text, we will issue the final invoice. Once the final invoice is paid we will hand over the keys and show you how to put your own content in once it’s ready. If the final invoice is not paid within the credit terms we have given you, we are under no obligation to keep the site on our testing server or continue with the project in any way.
Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of WP Creative but an invoice will be issued for the work done till the date.
Service Provider only offers a partial refund if the work has not commenced at all. Please note, ‘Research and Scoping’ for any task that you send us is also billable.
The Service Provider reserves the right to engage a debt collector at the Customer’s expense if there are any payments overdue by 14 days. In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good selves or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
- You own the graphics and other visual elements that we create for you for this project.
- We’ll give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files we used to make them.
- You also own text content, photographs and other data you provided unless someone else owns them. We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.
WP Creative acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by WP Creative on behalf of or disclosed by Customer to WP Creative.
This Agreement also takes into account the NDA that has been signed between the parties (if applicable).
7.0 Term and Termination
7.1 Period of Agreement and Notice of Termination
This Agreement shall become effective upon signing this agreement and shall continue until terminated by either party upon not less than 7 days’ notice in writing given by either party to the other.
7.2 Termination for Cause
The Service Provider or Customer can terminate the contract at any time through written request. The party that would like to terminate the contract needs to give the other party 7 days’ written notice.
This agreement also terminates if both parties agree to terminate the contract mutually or enter a new agreement in substitution to this agreement.
This agreement will automatically terminate once the obligations outlined in this agreement are completed.
Termination of this agreement will not affect the accrued rights or remedies of either party. On termination, for any reason, the Service Provider might hand over to the Customer the Development Specification, the platform (in so far as it is developed as at termination), all documents, codes, accesses and other information relating to the Project.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee or a similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
7.3 After Termination
Unless otherwise agreed to in writing by the parties:
a) The Customer must:
i) Pay the outstanding balance of all properly submitted invoices delivered prior to the notice; and
ii) Pay the Service Provider for all the services reasonably incurred for the development up to and including the date of the notice.
b) The Service Provider must:
i) On receipt of payment, issue to the Customer a copy of the platform as it exists up to and including the date of the termination notice.
ii) Provide a complete and smooth handover of all work completed and associated with the project to the Customer.
7.4 Payment for Non-Cancelable Materials
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Customer, that any such materials and services are non-cancelable.
7.5 Materials Unpaid For
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
7.6 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Customer to Service Provider, Service Provider shall transfer, assign and make available to Customer all property and materials in its possession or control belonging to Customer. The customer agrees to pay for all costs associated with the transfer of materials.
8.0 General Provisions
8.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of New South Wales, Australia.
8.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
8.3 Entire Agreement
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.