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 Work
SSW may agree to undertake work on an hourly rate basis and 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 agreed rate. If during the course of such work
SSW determines that the job will require substantially more hours than estimated
SSW will advise the customer who may then choose not to complete the task. In this
case, all hours spent will be charged to the customer. In an hourly work agreement,
the initial meeting with the customer will be conducted by SSW at no cost. Subsequent
meetings are considered as specification time and will be charged at the agreed
rate. 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 more competitive rate to those clients pre-paying time in blocks
of 40 hours per person on the project. 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 or provide a software product for a fixed
price in accordance with an agreed specification. In this case, the specification
is binding and additional or previously unspecified work will be to the customer's
account. A fifty percent payment is required prior to commencement, and the balance
payable upon completion of work.
SSW conducts all development and testing in an environment with a default configuration.
Delays resulting in any deployment problems caused by custom software, hardware
or settings on the clients servers are not covered in a fixed-price contract.
Requests for Work
Work requested by the Client (including employees or representatives of the Client),
in written, electronic, or verbal form, is authorised 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 authorised.
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 authorised 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 job. 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.
Support Contract
SSW offers support contracts.
For more information, see here.
Bugs
A reproducible coding error that causes an unexpected defect, fault, flaw, or imperfection
in a computer program. In other words, if any SSW software does not perform as the
developers intended, it is most likely a bug. - Any unspecified feature or modification
is not a bug, and will be reviewed for addition to a future release at the developer's
discretion.
For more information, see What
is/is not a "Bug?"
|
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.
Services of all Notices
Services of all notices shall be sufficient if delivered or sent by any form of
e-mail (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 will:
- 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)
- Then send a "Test Please" to the client (aka "Acceptance Testing" to check the business
rules)
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 customer's account.
Support
Software will be supported either under an Hourly Basis, Maintenance Support Agreement
or on a Per Issue basis.
Cancellations by 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 clients 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
The customer agrees to keep within the credit terms of 7 days and the credit limit
of $20k + GST. The customer agrees that SSW can pause work if either of these are
exceeded. SSW reserves the right to take legal action to recover debt. SSW reserves
the right to withhold source code until invoices are paid in full. The customer
has 7 (seven) days from date of receipt of an invoice to query invoice or timesheet.
The customer abrogates forfeits 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 client 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.
- The client shall organize AUD$60 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.
|