Terms & Conditions
This contract is governed by the laws of NSW, Australia. The operation of the
postal acceptance rule is expressly excluded. The terms and conditions contained
on this document supersede any previous terms and conditions.
Limited Liability
In no event shall SSW or its suppliers be liable for any accidental, consequential,
incidental or indirect damages of any kind (including without limitation, damages
for loss of business profits, business interruption, loss of business information,
or other pecuniary loss) arising out of the use or of the inability to use the software.
In no event shall SSW's liability for any claims whether in contract, tort or
other theory of liability exceed the purchase price of the subject products or services,
unless such limitation of liability is otherwise prohibited by law.
Copyright
The intellectual property rights, copyright and company trade secrets of SSW (conceived
July 1989) vested in all software products, upgrades, dual-media software, hard-copy
or electronic manuals and documentation are vested in SSW, which reserves the right
to use the software or material, or any part of it in other applications and for
its own use.
Development Work Credit
In the event SSW performs web development services, the Client acknowledges and
will ensure that: (a) SSW receives a permanent credit on the Site (including, without
limitation, any alteration, modification or subsequent use of the Site) which acknowledges
SSW as the developer of the Site; Unless otherwise agreed in writing credit shall
be "Proudly developed by SSW Sydney
Web Design" in a suitable position of each page of the Site. This text
will provide a permanent link to www.ssw.com.au; (b) SSW may claim credit in its
own promotional material for the development of the Site; and (c) the Client will
remove the credit within 24 hours of receiving a notice from SSW to do so. In the
event SSW performs web or other software development services, SSW reserves the
right to develop and publish a case study on the work performed.
Hourly-Rate Work
Unless specified otherwise in writing the Client authorizes SSW to undertake
work on an hourly-rate basis. SSW may provide an estimated time to complete this
work. Such estimates are not binding and all hours designated as performed will be
charged at the rates set out or otherwise agreed. SSW reserves the right to not
provide estimates for work of less than 24 billing hours. The minimum time
chargeable for on-site work is 2 (two) hours per person per visit. The minimum time
chargeable for off-site work is 15 (fifteen) minutes per person per request.
Pre-Paid Work
SSW may offer a pre-paid rate where time is pre-paid in blocks of 40 hours per resource.
Pre-paid rates become effective upon the day of payment. Rates revert to standard if
pre-payment is not made prior to work
commencing, or not so made for second or subsequent prepaid invoices in respect
of work past the previously prepaid work. We recommend that you process payment
within 24 hours of receiving a new invoice to ensure that the prepaid discount is
maintained. Unused prepaid credit expires 12 months from the date of issue of the
invoice. No refund will be made for unused prepaid credit.
Fixed Price Work
SSW may agree to perform certain work for a fixed price in accordance with an agreed
specification and/or release plan/s. In this event, the specification and/or release plan/s are fixed.
Any additional or unspecified work will be to the Client's account.
A fifty percent payment of any fixed-price component is required prior to commencement and
twenty-five percent payment is required upon delivery of the software for User Acceptance Testing
(i.e. when a "test
please" email is sent). The final twenty-five percent payment is required prior to the Release
entering Production OR work commencing on any other release OR the elapse of 30 days
after sending the "test please" email (whichever is sooner).
SSW will only conduct fixed-price work in a Development and/or Staging environment. The Client
forfeits any incomplete or unfinished work the moment the Release enters Production.
No warranty applies after the Release enters Production.
The following are excluded from any fixed price agreement:
on-site work (including on-site meetings), specification development/scoping (including
the generation of further estimates), production deployment, 3rd party component
integration or configuration, data migration, network infrastructure or hardware services, graphic design
including mockups. SSW conducts all development and testing in an environment
with a default configuration.
Requests for Work
Work requested by the Client (including employees or representatives of the Client),
in written, electronic, or verbal form, is authorized by the Client. The Client
may choose to work through a "Company Champion." If so, the Client must
inform SSW of this decision in writing. Subsequent to this advice the Company Champion
has sole authority to request billable work. All requests that the Company Champion
is CC'd on are considered authorized.
For more information, see
What is a company champion.
Uninvited Solicitation
Direct or uninvited solicitation of an SSW employee by the Client is prohibited
unless authorized in writing by SSW. The Client warrants that should the Client
solicit the employee, thereby breaching the prohibition, the Client will pay damages
to SSW of an amount proportionate to 21% +GST of the total remuneration package
offered to the employee plus liquidated damages of 4 (four) weeks pay +GST of the
total remuneration package.
Warranty
A 30 day warranty begins upon delivery of any fixed price component or Release not in Production. If the
component or Release enters Production prior to the expiry of 30 days, the warranty
ceases. No warranty applies to work done on an hourly basis, this includes bug fixing. SSW and its suppliers
disclaim all other warranties, either express or implied, including, but not limited
to implied warranties or merchantability and fitness for a particular purpose, with
regard to the software, the accompanying written materials, and any accompanying
hardware.
Bugs
A bug is a new reproducible coding error that causes an unexpected defect, fault, flaw, or
imperfection in a computer program. Any unspecified feature or modification is not a bug, and
may be reviewed for addition to a future Release to the Client's account. For more
information, see What is/is not a "bug"?
Support
Reproducing bugs can be difficult. The client warrants that before reporting a bug the client will
- run Windows Update
- run and implement upgrades as recommended by SSW
Diagnostics
SSW will perform these tasks to the clients account before investigating any bugs if
the tasks not completed successfully by the client. Software will be supported either under an hourly rate,
Maintenance Support Agreement or on a Per Issue basis. SSW will only support web applications
accessed using the most recent version (at the time support is provided) of Internet Explorer
and/or Mozilla Firefox. No other browsers are supported.
Source Code Ownership
The Client is granted a non exclusive, transferable, perpetual Australian right
and license to use, deploy and modify the software within the Client's group of companies
for the Client's own internal purposes. SSW reserves the right to use generic code
from other projects as part of the Client's project. SSW reserves the right
to use generic code from the Client's project in future projects. Some projects
contain SSW Framework code that is common to other projects. The Client has access
to the source code of the SSW Framework (SSW .NET Toolkit) at the end of the development,
royalty free.
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Services of all Notices
Services of all notices shall be sufficient if delivered or sent by any form of
email (preferred), facsimile, or post (standard, certified or registered) to either
party's business address.
Testing
The Client agrees that prior to a version being submitted to the client, the SSW
developers may:
- Perform automated testing with SSW Link Auditor (for Web Apps)
- Perform automated testing via Unit Tests
- Perform an internal "Test Please" (aka "Alpha Testing" e.g. only that pages or forms
load, not checking the business rules)
After SSW sends the Client a "test please" email the Client will promptly conduct User Acceptance
Testing, checking the specified component/release for bugs, sending all feedback within five business days.
SSW is not required to commence development on the next release if the prior release is not approved by the Client.
For more information, see
Do you know the 4 steps to do a "Test Please"?
Training & Documentation
Training is charged in half day or full day sessions. Documentation, if required,
is at additional cost. If documentation has not been specifically estimated or quoted,
it will not be supplied. All custom documentation, including additions, deletions,
and amendments is to the Client's account.
Cancellations by the Client
If any hourly job is cancelled by the Client after commencement, SSW will charge
for all hours up to that point in time. If an hourly job is cancelled by the Client,
any pre-paid work not fully completed will not be refunded; however the remaining
balance will be credited to the Client's account for future utilisation. If any fixed
price job is cancelled by the Client, SSW will retain the initial fifty percent
of pre-paid value. Any further hours completed will be charged to the Client as
a proportion of the quoted price based on hours completed to that point in time.
Cancellations by SSW
SSW reserves the right to terminate any previously agreed project specification
for fixed price work without prior notice. SSW will charge on a pro-rata basis for
any work completed. SSW reserves the right to terminate any previously purchased
pre-paid work blocks without prior notice. In this case, the Client will be refunded
for hours not completed as a proportion of the pre-paid blocks purchase value. SSW
reserves the right to terminate any ongoing service contract including, but not
limited to hosting and database updates, with fourteen days notice. In this case,
any paid unexecuted services will be refunded as proportion of the charged price
based on percentage of specified project completed.
Credit Terms
SSW reserves to the right to refuse or withdraw credit for any reason. In the event of credit
being refused SSW may agree to conduct work on a prepaid basis. If credit is offered the
Client agrees to keep within terms of 7 days and limit of AUD$20,000(+GST). The Client
agrees that SSW can stop work if either of these are exceeded. SSW reserves the right to
take legal action to recover debt and/or withhold source code until invoices are paid in full. Client has 7 (seven) days from
date of receipt of an invoice to query invoice or timesheet. The Client abrogates
any right of reply after this time.
Interest
SSW reserves the right to charge interest on all overdue accounts (including fees
and disbursements) at a rate of 14% per annum compounded daily. Overdue accounts
are deemed to be those accounts that remain unpaid after 7 days from the date of
invoice for services or products provided by SSW.
Credit Card Details
SSW retains the right to store credit card details on file.
Deadlines
SSW may choose to estimate the completion date of a project. While we will endeavour
to meet all deadlines, we do not offer any guarantees, and SSW is not liable for
losses suffered due to a project being completed after the estimated completion
date.
Equipment
SSW is not liable for any equipment failures be it SSW's equipment or equipment
on the Client site.
Viruses
While SSW endeavours to have all its hardware virus-free, the Client is expected
to have current virus protection, and SSW is not liable for any accidental infection
of the Client's hardware.
Expenses
SSW will travel to work on-site. Based on an 8 hour working day, travel inside the
Sydney Metropolitan area is not charged. With respect to work conducted outside
the Sydney Metro area:
- Travel is billable - The first half-hour of travel is free and half the standard
hourly rate is charged for any subsequent hours, door-to-door.
- The Client shall organize and pay for ordinary expenses, such as hotel, airfare,
taxis or transportation. Note: when booking airfares, all fares must be flexible,
and with QANTAS where possible.
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If SSW organizes accommodation, it will be charged to the Client at AUD$150 + GST per person per night.
- The Client shall organize AUD$60 + GST per person per day for meals if not provided.
Note: We use the Metropolitan area, as defined by the council areas in the Sydney
Inner (SI) and Sydney Outer (SO) regions listed by the Department of Local Government
http://www.dlg.nsw.gov.au/dlg/dlghome/dlg_regions.asp?regiontype=0
Goods and Services Tax ("GST")
All prices quoted whether on an hourly basis or a fixed price basis are exclusive
of GST unless otherwise stated. In addition to the amounts quoted the Client must
pay GST on those amounts (if applicable). This will increase the quoted price by
10%. GST is payable by you at the same time as the Client pays the SSW invoice.
Severability
Each of the above clauses is severable and is enforceable separately. If one or
more clauses are deemed unenforceable, this does not affect the validity of the
rest of the contract.
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