Terms and Conditions
SUMMARY
We will always do our best to fulfil your needs and meet your goals, but sometimes it is best to have a few things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract, you will not 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 is best for the safety of both parties, now and in the future.
In short,
You (your name) as an authorised representative of (your business) are hiring us, Morningstar Digital located at Suite 1, 65 Currie St, Nambour QLD, to undertake consulting, design or digital marketing services. Both the scope and budget are outlined in our proposal. Of course, it is a little more complicated, but we will get to that.
WHAT DO BOTH PARTIES AGREE TO DO?
As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we will need to complete the project – including text, images and other information – as and when we need it and in the format we ask for. You agree to review our work, provide feedback and approval in a timely manner, too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out in this proposal. Non-payment will result in a termination of all services.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on time at any stage. On top of this, we’ll also maintain the confidentiality of any information that you give us.
GETTING DOWN TO THE NITTY GRITTY
Design
If we are designing your application, we’ll create designs for the look-and-feel, layout and functionality of your website. This contract includes one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you can cancel this contract with no additional payments above the payments already made or continue to commission us to make further design revisions at our standard design rates. Note that if the project is cancelled, no amount of payments are refundable.
HTML and CSS Layout Templates
- If the project includes HTML and CSS templates, we’ll develop these using valid HTML and CSS codes. The environment, functionality and capabilities of web browsers and devices change regularly and our approach is to look forward, not back. With that in mind, we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
- We will also test that these templates perform well on Apple’s iPad. However, we will not test on old, outdated or obsolete browsers as we cannot always predict their behaviour and our designs are more focused in catering to current and future platforms.
- Some examples of browsers we do not cater to are Microsoft Internet Explorer, previous versions of Apple’s Safari, Mozilla Firefox or Opera, unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard Old Browser Rate for any necessary additional design work, development and testing.
Text Content
We may have written a hundreds of blog posts and websites copy. However, writing or inputting any text copy is not part of our standard service, unless we specified it in the original estimate. We’ll be happy to help, though! Should you require us to write blogs or any additional texts to your website, we will charge you at our standard copywriting or content input rate, on top of the estimate.
Photographs
You will supply us with photos in digital format. If you choose to buy stock images, we’ll be happy to suggest vendors of stock photography. Our designers are skilled at picking quality images to complement their designs. If you want us to take care of stock image selection, we can search, purchase, and manage the rights of usage. We do charge a markup in our stock image budget to cover the time searching for the perfect image.
Changes and Revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind. The project fees included in this document are based on the estimated amount of work needed to accomplish everything that you have told us you want to achieve.
If you do want to change your mind, add extra pages or templates or even add new functionality, by all means you can. However, you will be charged accordingly and these additional costs will need to be agreed to before the extra work commences. As this additional work will surely affect initial deadlines, target dates will be moved accordingly.
Trust that we will be upfront about all of this, if and when it happens, to make sure we’re all on the same page before proceeding. We may also ask you to put requests in writing so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled. At this point, you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new quote and contract.
Website Management
Like every business asset, your website needs to be maintained. This involves regular updates, security scans, website backups, and so much more. Some clients have the skills, resources, and time to achieve this in house. For those who don’t, we do offer a range of website management services as specified in the proposal. All plans have access to our technical support desk to help you get the most out of your site. Our support tickets are actioned by our most trusted developers to ensure that your site remains active and working as it should. As awesome as they are, they are not experts on marketing, IT or design. So in some cases, they might pass on your ticket to your project manager.
We will both come up with ideas along the way that make your website more effective. They don’t all cost extra or take longer to do. Our Technical team are very clever and it’s great when we can take advantage of this to add value to your site.
Don’t stop dreaming – just ask.
Non-Website Management Customers Technical Support
You may already have professional website hosting. You might even manage that hosting in-house. If that’s the case, great! We will charge you a one-off fee for installing your site on your server, plus any additional integrations such as Google Analytics. Our Technical Support desk is open for all previous clients including updates to, and ad hoc management of website, plus any support issues that arise. Work completed will be charged on an hourly rate.
LEGAL STUFF
The next few bits may seem kind of heavy and overwhelming… but they are very significant terms for both sides. So whether we like it or not, we need to chew over the more serious stuff.
We can’t guarantee that the functions contained in any web page templates or in a completed website will always be error-free and 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.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the courts of Queensland, Australia.
Phew!
CONFIDENTIALITY
You and Morningstar Digital both agree to respect and keep each other’s trade practices, trademarks, proprietary information, and intellectual property confidential.
COPYRIGHTS
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 own the markup, CSS and other codes and we license it to you for use on this project only.
- We love to show off our work and share what we have learned to 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, social media, in magazine/news articles and in books about web design.
INDEMNIFICATION
Your Business (as an indemnifying party) shall indemnify Morningstar Digital (as an indemnified party) against all losses and expenses arising out of any proceeding:
- brought by a third party, and
- arising out of Clients’ breach of its obligations, representations, warranties, or covenants under this agreement.
DISPUTES
Any dispute or difference whatsoever arising out of or relating to this agreement shall be submitted to mediation in accordance with, and subject to, Resolution Institute Mediation Rules.
If the dispute or difference is not settled within 30 days of referral to mediation (unless such period is extended by agreement of the parties), it shall be and is hereby submitted to arbitration in accordance with, and subject to, Resolution Institute Arbitration Rules. Notwithstanding the existence of a dispute or difference, each party shall continue to perform the agreement.
Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of the Resolution Institute.
ENDING THIS AGREEMENT
This agreement can be cancelled by either party giving 30 days written notice. No refund will be applicable and no further payments will be required.
PROJECT PAYMENTS
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
NB: 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.
Monthly Payments
Our preference for monthly payments is for automated direct debit from an account or credit card. We do accept manual payments either quarterly or annually. A 20% surcharge for paying quarterly and a 10% surcharge for paying annually will be applied. These payments are to be made in advance of services being completed. If a payment fails, we will try again in 3 business days. If the second attempt fails, we will contact you via email or phone to see if we can assist. Further non-payment will result in a termination of all services.
