01 - 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.
02 - 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.
03 - Copyright
The intellectual property rights, copyright and company trade secrets of SSW
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.
04 - 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. For video productions, credit shall be "Proudly produced by SSW TV".
05 - 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 performed will be charged
at the rates set out or otherwise agreed. SSW reserves the right to not provide
estimates for work regarded by SSW to be less than 24 billing hours.
The minimum time chargeable for on-site work is 4 (four) hours per resource.
The minimum time chargeable for off-site work is 1 hour per person per request during business hours and/or 2 (two) hours per person per request outside of business hours. SSW reserves the right to rotate resources on projects at least every 6 months to promote knowledge transfer and avoid burnout. Any whole day booking cancelled within 4 business hours will incur a minimum 8 hour charge per resource booked.
06 - 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
07 - 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
of work 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
08 - 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 "Product Owner". If so, the Client must inform SSW of this decision in writing. Subsequent to this advice the Product Owner has sole authority to request billable work. All requests that the Product Owner is CC'd on are considered authorized.
For more information, see What is a Product Owner?
09 - Uninvited Solicitation
The parties agree that the Client, its associated entities, sub-contractors, employees or entities with whom it has directed SSW to deal, will not employ or approach for employment any SSW employee or ex-employee during the term and for a minimum period of six (6) months following termination of this agreement. Should the Client, its associated entities, sub-contractors, employees, or an entity with whom it has directed SSW to deal, employs an SSW employee or ex-employee in breach of the above provision, the Client will pay SSW 29% of the total annual remuneration package paid to the solicited employee by the new employer with such amount payable within 14 days of the date SSW reasonably ascertains the employment, and the Client agrees that such amount is a genuine pre-estimate of damages flowing to SSW consequent upon the breach taken into account factors including the costs of recruitment and training of an employee in replacement of the solicited employee or ex-employee. If evidence is not adduced as to the solicited employees total annual remuneration package the parties agree that it shall be deemed to be 125% of the employees total annual remuneration package as at the date of termination.
10 - Warranty
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.
A limited 7 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 7 days, the warranty ceases. A software issue within the fixed price component or
Release is covered by the warranty where:
- The application crashes to code (excluding bugs resulting from third party products e.g. "blue screen of death" or crashing in a third party data grid that we cannot control); or
- The application displays data inconsistent with the specified business rules; or
- The application is missing functionality specified in the specification; or
- The page design/layout is substantially inconsistent with the agreed mock-ups
and the developers can reproduce the above on the test server and the application is not
yet "live" and the issue has been reported in time. All software issues shall be presumed to fall outside the warranty unless proven by the client otherwise. More examples of what is/is not a "bug"?. The doing of work by SSW within any warranty period cannot be construed as an admission by SSW that the work is work performed pursuant to a warranty.
11 - Support
Reproducing issues can be difficult. The client warrants that before reporting an
issue the client will:
- run Windows Update
SSW will perform these tasks to the clients account before investigating any issues
if the tasks not completed successfully by the client. Software will be supported
either under an hourly rate, Service Level 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 Chrome. No other
browsers are supported.
12 - Negotiation of rates in foreign currency
SSW may in its sole discretion agree to fixed price or hourly rates in a foreign currency amount, however all invoices will be rendered in AUD based on the relevant exchange rate published on www.xe.com at the time the invoice is generated. The Client bears all costs or fees arising from or relating to any foreign currency exchange or international transfer.
13 - Source Code Ownership
The copyright in the software developed by SSW pursuant to this Agreement, other than in the Retained Software, shall vest in the Client on acceptance. "Retained Software" includes any software of a generic nature used or developed by SSW during the course of this Agreement including the SSW Framework or the SSW Toolkit. The copyright and all other intellectual property rights in the Retained Software vest in SSW. SSW grants a non-exclusive, transferable, perpetual Australian right and license to use, deploy and modify the software comprising the Retained Software within the Client's group of companies for the Client's own internal purposes. SSW reserves the right to use in any way it thinks fit, including in the development of software for third parties, any programming tools, skills or techniques acquired by SSW in the course of this Agreement.
14 - Services of all Notices
Services of all notices shall be sufficient if delivered or sent by any form of email (preferred), or post (standard, certified or registered) to either party's business address.
15 - Testing
The Client is responsible to ensure the software has been tested 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 a future release if any current release is not approved by the Client. For more
information, see Do you know the 4 steps to do a "Test Please"?
16 - 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.
17 - 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. Any whole day booking cancelled within 4 business hours will incur a minimum 8 hour charge per resource booked. Any whole day booking that involves travel and accommodation cancelled within 16 business hours (aka 48 hours) will incur a minimum 8 hour charge per resource booked. 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.
18 - 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.
19 - Payment Terms
SSW may at its sole discretion conduct work only on a prepaid basis. Otherwise payment terms are
7 days or AUD$20,000(+GST) per full time resource booked, whichever limit is reached sooner.
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. SSW will only conduct work for Clients not domiciled within Australia on a prepaid basis.
20 - Interest
SSW reserves the right to charge interest on all overdue accounts (including fees
and disbursements) at a rate of 8% 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.
21 - Credit Card Details
All payments over $2,000 made by credit card incur a 2.5% surcharge. This is to
reflect the cost of fees charged for credit card transactions. When using a
credit card, the invoices cannot be split for payment.
SSW retains the right to store credit card details on file.
22 - 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
23 - Equipment
SSW is not liable for any equipment failures be it SSW's equipment or equipment
on the Client site to the maximum extent permissible by law.
24 - 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.
25 - Expenses
When requested by the client, or where the work so requires, SSW employees or agents may travel to locations which it considers safe and within a reasonable travel time.
Within the Sydney, Brisbane and Melbourne metropolitan areas:
- Full Day bookings - Travel is not billable (except for interstate travel of SSW employees or agents)
- Part Day bookings (less than 8 hours on site) - Travel time is billable at the standard rate.
Outside the Sydney, Brisbane and Melbourne metropolitan areas:
- For partial day bookings all travel time within business hours is billable. Travel time is calculated as the time it takes to make a return trip between SSW office and the respective location. SSW reserves the right to refuse travel to any location for any reason.
- If travel is applicable, the Client shall pay for ordinary expenses including accommodation, airfare, and other transport. We rather arrive on time so please book airfares with a decent airline that won't restrict baggage or flexibility options. Accommodation shall be charged at market rates but at no less than AUD$200 + GST per person per night if not booked and paid for by the client. A per diem of AUD$60 + GST per person per day is chargeable for meals if reasonable provision is not made by the Client. If flights or other expenses are purchased by SSW, a 20% admin fee will be charged.
Note: The Sydney Metropolitan area is defined by the council areas in the Sydney Inner (SI) and Sydney Outer (SO) regions listed by the Department of Local Government.
26 - Goods and Services Tax ("GST")
Unless otherwise provided in this Agreement, any moneys payable under this Agreement have been calculated without regard to GST. Any amount which is payable on account of GST as a consequence of any supply made under this Agreement is to be paid to the party making the supply at the same time as payment is made for the relevant supply.
27 - 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.
28 - Business hours
SSW Business Hours are Monday through Friday, 0900 - 1800 AEST not including Federal/NSW/VIC/QLD public holidays.