Website Development Services Agreement Terms and Conditions
These are the Terms and Conditions on which Fastrack Group Pty Ltd ABN: 86 112 089 102 (Fastrack Digital) will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.
These Terms and Conditions are subject to change without notice and may be superseded. Fastrack Digital may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.
You may engage us to carry out a Service for you by:
Unless Fastrack Digital notify you otherwise, Fastrack Digital will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Fastrack Digital accept the engagement.
2. PRICING STRUCTURES
If Fastrack Digital provides you with a Pricing Structure for the Service, then that Pricing Structure:
The Services that Fastrack Digital provide to you, and any specific terms, may include some or all of the following:
You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:
the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
Fastrack Digital reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Fastrack Digital’s negligence or wilful acts or omissions.
4. HOURS OF SERVICE
All Services will be carried out between 8:30 am and 5:00 pm (local Brisbane office time), Monday to Friday excluding public holidays and the Christmas / New Year closure periods; unless specifically included as a paid additional service.
5. STAGED APPROACH
For most Projects we prefer to adopt a staged approach for planning and implementation purposes.
6. DISCOVERY STAGE
In a workshop with key stakeholders, Fastrack Digital will define the keys to success, strategy, functionality, branding, look and feel, and the more complex technical aspects that will drive the Project. The deliverables for the discovery stage may include:
7. CREATIVE STAGE
Following on from the discovery stage, Fastrack Digital will take control and work through our process. The technology team will work collaboratively to create and develop the technical specifications and database schema/architecture.
The deliverables for the creative stage may include:
8. DEVELOPMENT STAGE
The development stage is usually the largest and most involved. Throughout this stage Fastrack Digital likes to work as close as possible with you via your Project Manager. The deliverables for the development stage may include:
9. TESTING STAGE
The deliverables for the testing stage may include:
10. GO-LIVE STAGE
Once the Project is completed, we will ensure that it is ready to go live. The deliverables for the go-live stage may include:
11. PROJECT MANAGEMENT
Fastrack Digital will provide specific allotted hours of project management in order to deliver this service within a set project timeframe. The primary contact for the delivery of this service will be the Fastrack Digital project manager, assigned by Fastrack Digital.
All correspondence for the delivery of the stages of the project or scoped services will be to and with the assigned project manager and be provided through Fastrack Digital’s assigned project management system. The assigned system will deliver tasks to and from the client through emails. The system provides an auto file system that saves all correspondence in their logical fields, subjects and projects, allowing easy access to all information for the client and the project team.
This Project Management platform’s correspondence feature is mandatory for every project engaging Fastrack Digital to ensure the timely delivery of projects, an approval system for stages and projects delivered to budget. Fastrack Digital will provide tools, training and logins for the Project Management platform during the kick-off meeting.
Failure to utilise this feature or to not follow subject chains in the nominated project management platform will incur additional costs to cover manually transferring information to the project management platform.
12. CONTENT AND MATERIALS SUPPLIED BY YOU
You must supply to Fastrack Digital all required materials you want us to use in the Service, and all other content and materials Fastrack Digital reasonably request (Client Content) in a timely manner.
You must supply all Client Content in the following digital format/s:
Fastrack Digital may charge additional costs if the Client Content is not provided in the appropriate format — appropriately named or filed in Google Drive, or if the material is not supplied when requested.
You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.
13. VARIATIONS AND ADDITIONAL COSTS
If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.
Where a Variation occurs Fastrack Digital reserves the right to halt work and review the Service costings. Fastrack Digital will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Fastrack Digital will not proceed with the Services until Fastrack Digital receive your written approval to proceed.
Examples of Variations include:
It is our process to include Service management time in all quotes, but from time to time Fastrack Digital are required to not only manage the Fastrack Digital team but also manage your team. This is generally not known at the time of quoting and may be treated as a Variation.
If during the course of our engagement there are small changes in the Service, Fastrack Digital will contact you and provide an estimate of the Additional Costs for these small changes.
Where possible, Fastrack Digital will attempt to obtain approval from you prior to undertaking the additional work. However, in some cases due to deadline and availability constraints, this may not be possible and Fastrack Digital may proceed with the work without obtaining approval.
Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.
Examples of Additional Costs include:
Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.
You can provide stock images, commercial fonts, audio or video, or Fastrack Digital can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Fastrack Digital will be the license holder and the image or font can only be used under the terms of the license/s.
You indemnify, and agree to keep Fastrack Digital, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.
Standard stock images will be charged according to our current stock image rates. Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.
Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices. Fastrack Digital retains ownership of all working files.
14. YOUR APPROVAL AND INTERPRETATION
Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:
When Fastrack Digital provide you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.
You will be deemed to have accepted the Approval Item if Fastrack Digital do not receive a response from you within 5 business days.
Your acceptance of the completed Approval Item in accordance with paragraph 8.2 or 8.3 means that the Approval Item is complete, and no further amendments are necessary. However, Fastrack Digital will not proceed to the next Stage of the Service until Fastrack Digital receive your approval to proceed.
There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.
15. SCHEDULING, PRODUCTION AND PROJECT MANAGEMENT
If Fastrack Digital consider it to be necessary, Fastrack Digital will develop a production schedule for the Services. Fastrack Digital will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.
If you delay in providing the approval, implementation, Client Content or feedback Fastrack Digital require, then this may result in:
Our consultancy services may include:
Our workshop service varies in length, cost and deliverables based on the brief and other requirements.
Unless otherwise specified in the pricing structure the workshop will be held in one of the Fastrack Digital offices.
Extra workshops or workshops requiring additional hours will be an Additional Cost.
Deliverables from a workshop may include:
Our design services will include:
Upon completion of the alteration, Fastrack Digital will supply an updated version of the design concept to you.
If you request additional concepts or alterations, or request changes to the design after final approval has been requested or provided, the work will be an additional cost.
The deliverables from the creative stage may include:
Other design services may include:
Ownership of the finished design will be transferred to you upon full payment of all issued invoices.
Fastrack Digital retains ownership of all working files.
Our copywriting services may include:
Our copywriting services include presentation of one copy and one round of alterations for each copy/blog.
Ownership of the finished copy will be transferred to you upon full payment of all issued invoices.
Fastrack Digital retains ownership of all working files.
Our development/technology services will be derived from the pricing structure, the technical specifications, and final deliverables from discovery and design stages.
Our development/technology services may include uploading and styling/layout of the Client Content to the developed Software. If applicable we will complete a specified number of standard pages or screens of the Software. If we complete additional pages or screens for you, the additional work will be an additional cost.
A Content Management System (CMS) may be provided as part of the Project. Unless otherwise specified in the pricing structure, our services do not include customisation of this CMS, its extensions, plugins or components. Any customisation required:
You acknowledge that the CMS and many of its extensions, plugins and components are provided by third parties, and therefore:
A Standard Page or Screen is: up to 500 words, up to 3 images and up to one implementation of any tabular data.
Unless otherwise specified in the pricing structure or as agreed in writing with Fastrack Digital, Fastrack Digital retains ownership of the IP of any custom applications.
You acknowledge that:
You acknowledge that:
Our maintenance services consist of making modifications / updates based on the pricing structure, brief and/or Specifications.
Unless otherwise specified in the pricing structure, the Fees for modification do not include any provision for training or post-implementation support or warranty.
22. THIRD PARTY SOFTWARE
As part of a Project we may provide Third Party Software as part of the Project. You acknowledge that:
The pricing structure may include training sessions of varying length, content and outcomes. Training sessions will be conducted virtually online, with no more than 3 trainees. If additional training sessions are required, or you wish to have additional attendees at a training session, or require training at your office, there may be an Additional Cost.
The Fees for development/technology include the provision of a limited warranty for a period of 90 days to fix identifiable bugs. Extended warranty periods are negotiable.
The warranty becomes effective from the date of Finalisation.
All identified bugs must be reported within the Warranty period.
It is your responsibility to review and test the Software and ensure you are satisfied with it during the testing and warranty periods.
Any modifications that are not defined as a bug for the purposes of this warranty will be quoted for separately or placed on a Support & Maintenance Package. Any bugs that fall outside the warranty period will be quoted for separately or placed on a Support & Maintenance Package.
When open source Software, such as SilverStripe, WordPress, Magento, MySQL, PHP and Apache, is used to build and host websites, we cannot guarantee that these open source Software products are error-free. Any work required to address bugs, version or system updates, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package.
Any bug fixes or changes required as a result of upgrades to mobile operating systems like iOS, Android or Windows, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package.
Unless otherwise specified in the pricing structure, Warranty will only apply to:
The determination of warranty labour is at Fastrack Digital’s discretion.
25. SUPPORT & MAINTENANCE PACKAGES
Support and maintenance services are a paid service utilising paid Support & Maintenance Packages.
Our support services consist of, but are not limited to:
Our maintenance services may consist of, but are not limited to:
Our support and maintenance services do not include resolving:
You may be required to provide to us, at your own cost, access to the Software and your computer network and any systems required in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:
Support & Maintenance Package at reduced hourly rate deals require that the Support & Maintenance Package be paid for in full before any work is undertaken. Work undertaken outside of a Support & Maintenance Package will be charged at our current Professional Hourly Rates.
Support & Maintenance Packages are not designed for major creative, technology, development or marketing tasks rather for tasks that can be completed within a maximum of 40 hours. Any work that will require more time than this to complete will require a pricing structure.
Estimated time to complete requested support and maintenance tasks may be provided when, and if possible, at Client’s request. Commencement of support tasks will start upon receipt of written support brief/request, confirmation of time estimate provided (where required and possible) and availability of hours on a Support & Maintenance Package.
Support & Maintenance Package activities are limited to Software and Services created by Fastrack Digital.
Unused Support & Maintenance Packages will not be refunded.
If we provide hosting services for the Website, those hosting services are governed by our Web Hosting Terms of Service and our Acceptable Use Policy available on our website.
27. DOMAIN NAME SERVICES
Fastrack Digital does not represent or warrant the availability, suitability or registerability of any domain name.
Fastrack Digital will not, at any time, assume any liability whatsoever in respect of the use of any domain name. Any disputes arising must be resolved between the parties involved.
You must not transfer a domain name to another internet service provider unless you have first paid all Fastrack Digital accounts in full.
When a domain name is due for renewal we will issue and invoice with at least 14 days notice. If the invoice is not paid prior to the due date, we cannot guarantee the continuance of the domain name.
28. EMAIL/SMS MARKETING
Fastrack Digital will provide email and/or SMS services utilising an agreed service provider.
You will be responsible for the costs associated with engagement of the email and/or SMS service provider. You warrant that in accordance with the Privacy Act 1988 (Cth):
You warrant that in accordance with the SPAM Act 2003 (Cth):
Fastrack Digital will endeavour to store or archive all electronic files used in the production of your Service.
However, Fastrack Digital provide no guarantee that any stored or archived files can be retrieved in the future.
Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Fastrack Digital can at the request of the Client provide this service for an Additional Cost.
Disbursement charges are not included in the Fees. If Fastrack Digital incur any disbursements or expenses during the course of the Service, Fastrack Digital will charge these to you as Additional Costs.
These may include but are not limited to:
31. WARRANTY DISCLAIMER
Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.
Subject to Fastrack Digital’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, Fastrack Digital expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
32. LIMITATION OF LIABILITY AND WARRANTY
To the fullest extent permissible by law, Fastrack Digital is not liable (whether in contract or tort) for:
To the fullest extent permissible by law, in no event will Fastrack Digital’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceeds the amounts actually paid by the Client to Fastrack Digital for the Service;
Fastrack Digital makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.
To the fullest extent permitted by law, the liability of Fastrack Digital for a breach of a non-excludable condition is limited to: in the case of the provision of services:
In relation to goods:
To the full extent permitted by law, Fastrack Digital excludes all:
liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
liability in respect of loss of data, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.
Fastrack Digital’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.
Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.
You indemnify, defend and hold harmless Fastrack Digital in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
You indemnify, and agree to keep Fastrack Digital, its directors, officers and employees, indemnified against all Loss arising from actions taken performing Services.
35. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES
All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in Fastrack Digital.
You must not, without our prior written consent:
The supply of raw / editable files is at the discretion of Fastrack Digital. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.
Stock images and commercial fonts remain the property of Fastrack Digital, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.
Fastrack Digital do not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Fastrack Digital will advise you if Fastrack Digital become aware of any infringement.
You agree to carry the Fastrack Digital logo or Fastrack Digital text hyperlink in or under the website footer. You agree to allow Fastrack Digital to use the Services provided for promotional and portfolio purposes.
As part of the Services, Fastrack Digital may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise Fastrack Digital to do so. You agree to provide feedback or a testimony upon request after the release/closure of the Service.
Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
The obligation of confidence above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
The Party required to disclose the other Party’s Confidential Information as set out above must:
Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
37. CALCULATION OF FEES IF NOT SPECIFIED
If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then Fastrack Digital will charge you at the Professional Hourly Rates for all work that Fastrack Digital carry out for you in the course of the Service.
The Professional Hourly Rates may change from time to time.
Fastrack Digital will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.
Refunds will not be issued for paused work or over payment, a credit note may be issued at Fastrack Digital’s discretion.
Travel time is not included in our quotations as Fastrack Digital office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.
Fastrack Digital reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Fastrack Digital is not responsible and changes to the requirements, expectations or hardware and Software environment, and extra work required caused by faults or defects in any service provided by a third party.
38. PAYMENT METHOD
Payment for Services may be made by credit card (Visa, Mastercard – additional fees may apply) or direct debit from your nominated bank account.
In relation to our Services, Fastrack Digital may issue invoices for:
Unless Fastrack Digital expressly state otherwise, the Fees and Additional Costs do not include GST.
If at any time Fastrack Digital decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
Fastrack Digital reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.
40. DURATION OF AGREEMENT AND ITS TERMINATION
Upon execution by both parties, this agreement will take effect immediately and remain in effect until the purpose of the Service has been achieved.
Any term listed in the Agreement will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.
A party may terminate this agreement by notice in writing to the other party if:
Fastrack Digital may terminate this agreement if:
Upon termination of this agreement:
Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
This agreement does not create a relationship of employment, agency or partnership between the parties.
Fastrack Digital may subcontract our obligations under this agreement.
The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
The additional terms and conditions referred to above and do not apply to the extent that they:
Fastrack Digital may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Fastrack Digital publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.
This agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and shall not:
This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Fastrack Digital limits its liability in respect of any claim to, at Fastrack Digital’s option:
This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.
42. INTERPRETATION IN THIS AGREEMENT:
Additional Costs means all additional costs that Fastrack Digital are permitted to charge you under this agreement.
Approval Item is defined above.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Fastrack Digital, we, us or our means Fastrack Digital Pty Ltd ABN: 86 112 089 102 of Level 4, 196 Wharf Street, Spring Hill, Queensland.
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your means, in relation to any work that Fastrack Digital do for you:
the person named as the Client in the Purchase Order;
if there is no Purchase Order, then the person named as the Client in the Pricing Structure; or
if there is no Pricing Structure, then the person for whom Fastrack Digital are undertaking the Service.
Client Content is defined above.
Confidential Information of a party:
Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).
Content Management System (CMS) A content management system (CMS) is a web-based Software application or set of related programs that are used to create and manage digital website content.
Fees means, in respect of a Service:
Finalisation means when the Service is handed over to you for your data entry and/or testing (not when the Service is launched).
GST means a goods and services tax or similar tax levied in Australia.
Insolvent in relation to a party, means that:
Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.
Pricing Structure means a proposal or fee estimate that Fastrack Digital provide to you in respect of any work that you have asked us to do.
Project means, in relation to any work that we do for you:
Professional Hourly Rate means the rate Fastrack Digital charges per hour for professional Services and is currently $220.00 + GST (subject to change).
Purchase Order means a document issued (in writing or electronically) by us to you that sets out:
Schedule of Fees means the rates and packages attached to this document, and any replacement of that professional services schedule released from time to time.
Service means, in relation to any work that Fastrack Digital do for you:
Service Intellectual Property means designs, artwork, Software and materials provided to you in the course of the Service, and any other Intellectual Property Rights created in the course of the Service, but does not include:
Software means any computer code written or reused, excluding 3rd Party Software, as part of the delivery of the Services.
Services means the Services that Fastrack Digital provide to you in the course of the Service, as described above.
Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Service.
Support & Maintenance Packages means the packages provided to supply paid maintenance and support services to assist in the management, maintenance, training for, and repair of a Fastrack Digital supplied/built/maintained Project as described above.
Third Party Software means Software as described in clause 21.
Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.
Variation means changes to the Pricing Structure, Specifications as described above and elsewhere in this agreement.
Variation Notice means the written notification regarding the costs associated with Variations as described above and elsewhere in this agreement.
Warranty is any fix required to a supplied Fastrack Digital Service within 28 days of Finalisation. The determination of warranty labour is at Fastrack Digital’s discretion.
Website Tools means the tools, applications or packages set out above.