This agreement constitutes an order for digital business services between JOEL GRAY and JORDAN HARTL.
Formalities can be completed in the FORM at the bottom of this agreement.
i) We/I respect our CLIENT’s confidentiality (Item 7).
ii) We/I use open source solutions wherever possible. This means no vendor lock-in and software fees are charged at ‘fair and reasonable rates’ or in most cases, fees are not applicable (Item 12.1).
iii) If the CLIENT determines that the website does not comply with the project components agreed to in this document, JOEL agrees to carry out any necessary and reasonable modifications without extra charge (Item 27).
iv) If the CLIENT is not happy with our service, the CLIENT is free to move their domain name, website and data in its entirety to another service provider (Item 16).
v) All fees and the details of what is provided within this agreement can be found in SCHEDULE 4 at the bottom of this page.
This document defines the terms and conditions of the working relationship of the Parties to this Agreement. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.
Parties in this agreement are between JOEL GRAY herein referred to as JOEL and JORDAN HARTL herein referred to as JOEL and the CLIENT.
All services that JOEL may be contracted to produce or provide for the CLIENT will be subject to the following:
The CLIENT authorises JOEL to perform the services outlined in this Agreement for the CLIENT, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, and submitting the project to search engines.
2. Agreement Scope and Period
Services supplied, costs and rates are limited to what is set forth in this agreement for the period specified. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after the period specified in this Agreement.
3. Costs and Fees
3.1 Professional services are billed at $110 per hour plus GST for the duration of this agreement.
JOEL reserves the right to adjust rates after the period of this agreement. Small tasks are in billed in 15-minute blocks.
3.2 Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, color printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses may be subject to GST. Outside purchases will be approved by client before purchase.
4. Meetings and Production Schedules
4.1 Production schedules will be established and adhered to by both the CLIENT and JOEL. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be incurred due to increases in time to manage or deliver the services.4.2 JOEL reserves the right to adjust project milestones during the project.
4.3 The project milestones set do not factor in extensions of time resulting from client’s internal decision-making/information gathering processes, delays in the client providing information to JOEL changes requested to the original project proposal, delays due to website host companies and absence of the CLIENT.
4.4 Both The CLIENT and JOEL are required to provide the other party with 24 hours notice to re-schedule meetings. Meetings that are not re-scheduled and missed by the CLIENT or JOEL are charged at $50 for the first, $100 for subsequent missed meeting.
Should there arise a situation where urgent work needs to take place. Overtime may be required to complete a job or resolve and urgent issue.
Estimates are based on a reasonable time schedule, and may be revised to take into consideration the CLIENT’s requested “priority scheduling”.
Requested priority schedules that require overtime and weekend work will be subject to 50% markup at an hourly rate and need to be agreed to beforehand by both parties.
Overtime is defined as between 6.00pm – 9.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.
6.1 The CLIENT agrees to pay JOEL in accordance with the terms specified in each proposal/estimate.
Should it be required, The CLIENT agrees to pay 30% of the project cost before commencement of work. Unless otherwise specified, all subsequent balances due are payable upon completion of key stages of the project.
6.2 The CLIENT is required to pay milestone payments within 7 days of invoicing. JOEL reserves the right to pause work after 7 days upon late payment, pending payment or negotiation.
6.3 Websites and commissioned work will be published live or transferred to the clients server upon payment of all project fees.
6.4 In the event of cancellation of the project prior to completion, the CLIENT must pay JOEL a fee for work completed, based on the contract price and the expenses already incurred and the time it may take to transfer domains and migrate databases
7. Confidentiality and Privacy
7.1 JOEL will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.
7.2 This obligation of confidence will cease to apply in relation to information that JOEL is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by JOEL of its obligations of confidence under this Agreement.
JOEL reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this Agreement. JOEL will notify client of subcontractors working on this project and their role.
JOEL is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that JOEL reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of JOEL'S services. The CLIENT agrees to allow JOEL to retain a credit and link from the footer of the website.
The CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances (should this be needed)
The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials JOEL uses for this project.
The CLIENT indemnifies JOEL against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
11. Project Copyright
11.1 After acceptance of the website and payment of all sums due by the CLIENT, JOEL agrees to assign perpetual and unrestricted copyright to use any materials produced by JOEL in accordance with this Agreement to the CLIENT including exclusive usage rights to unique graphics.
11.2 JOEL reserves all rights to licence software including (open source) and release all software code including website templates developed under this agreement.
12. Open Source Software
12.1 JOEL makes extensive use of open source software licensed software and components to supply websites and services to the CLIENT.
12.2 All software and components not developed by JOEL retain the original licence and terms associated with them. JOEL cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
13. Limitation of Liability
In the event any third party or contractor service fails in their service temporarily or permanently and is not the fault or JOEL and cannot be rectified by JOEL, the CLIENT agrees the maximum liability to the CLIENT by JOEL is limited to the total cost of the agreement.
In no event shall JOEL be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided.
14. No Software Warranties
14.1 All software, technical solutions and systems are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. JOEL makes extensive use of third party solutions and cannot warranty systems that we have no control over.
14.2 If warranties are required, JOEL will attempt to source warranted services. In this context any warranty would be provided by a third party and will JOEL will assume no liability.
15. Purchased themes and other software
JOEL takes no responsibility for the quality of purchased or leased themes, plugins and other software (defined as purchased software), assumed to be of a professional quality.
If software is supplied with bugs and defects, JOEL will not be liable for fixing them.
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, JOEL shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.
If additional payment is due, this shall be payable within fourteen days of JOEL delivering an invoice to the CLIENT after notification by the CLIENT to stop work. In the event of termination, the CLIENT shall also pay any expenses reasonably incurred by JOEL pursuant to this Agreement.
Part or all of any provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions of this agreement continue in force.
Neither party may assign this Agreement or any rights under this Agreement without the prior written consent of the other party, which consent must not be unreasonably withheld.
19. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of New South Wales within the Commonwealth of Australia and each party submits to the non-exclusive jurisdiction of the courts of that State.
20. Data, Security and Ongoing Management
20.1 Upon the end of this Agreement, The CLIENT is free to transfer their website management to another service provider. JOEL will supply the last backup of the site and associated data. JOEL will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.
20.2 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.
20.3 If The CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies JOEL against any loss or damage arising directly or indirectly from website downtime or security breaches.
21. Client Responsibilities
If the CLIENT or their agent or contractor employed by the The CLIENT other than JOEL attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed as an additional cost above the costs outlined in this agreement and at our professional or overtime rates.
22. Domain Names
22.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that JOEL manage the domain name(s) on behalf of the CLIENT. JOEL will invoice the CLIENT when fees are due.
22.2 JOEL uses Dreamscape Pty Ltd (referred to as REGISTRAR) to manage our CLIENT’s domain names. CLIENTS are bound by the REGISTRARS “Domain name registration terms” which are found on their website
22.3 The CLIENT indemnifies JOEL against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.
23.1 Should the CLIENT be responsible for contacting the chosen host for support relating to hosting matters. JOEL will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.
23.2 JOEL will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames. This includes delays caused by slow server speeds and incompatibility with hosting environments.
24. Browser Variance
Websites are tested against the browsers and devices outlined in Schedule 2. Support for additional browsers or devises will be quoted by request.
Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography may change between computers and monitors.
26. Testing and Acceptance of the Website
Once the project has, in the opinion of JOEL been completed, JOEL will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, JOEL agrees to carry out any necessary and reasonable modifications without extra charge.
27. Errors and Omissions
27.1 If the website is managed by the client - JOEL is not liable for content errors or omissions.
27.2 The CLIENT indemnifies Joel against any loss or damage arising directly or indirectly from any errors and omissions.
27.3 If the website is managed by JOEL any errors or omissions will be rectified immediately upon discovery or notification. There will be no charge to the CLIENT for these changes.
28. TEXT CONTENT
All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign).
Graphics and photographs are to be supplied in digital format to JOEL.
Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.
Images are best delivered in JPEG, PNG, or PSD format
All logos and branding must be provided in a industry standard vector format (preferences are: EPS, PDF, Illustrator).
Client Website Management
Should the CLIENT have chosen to self-manage their website then JOEL assumes that the client has a level of digital business skills that includes:
- Has setup and is fluent using email and attachments
- Has installed and is fluent using an internet browser using the latest version.
- Has installed (with broadband) and is fluent using skype
- Has installed and is fluent using dropbox
- Is fluent using FTP and can access all areas of backend and database information
- Can add/remove/modify pages, images, text and all related SEO settings on the selected website platform chosen by JOEL
If the client cannot meet any of these expectations, it is assumed that the client will set up these tools and systems themselves, commission an external supplier or commission JOEL to assist them in setting up these tools and processes. Failure to do so will significantly increase project management fees.
Due to the vast varience of devises and browsers, testing has become very complex. We provide simple testing using browser based emulators to test websites. We cannot test using physical devises and setups. We will test on the latest versions of browsers on the latest operating systems at the date of publishing the website.
Laptop – Windows 10/OSX – Chrome
Laptop – Windows 10/OSX – Firefox
Laptop – Windows 10- Internet Explorer 11
Laptop – OSX – Safari
Phone – IOS – Safari
Tablet (standard size ipad) – OSX – Safari
Phone – Samsung Galaxy S9 – Android – Chrome
JOEL will test and optimise for additional browsers and devices if requested by the CLIENT before commencement of the project for additional fees.
JOEL can also test and optimise for additional browsers and devices if requested by the CLIENT upon completion of the project for additional fees. It will likely be more expensive to test for extra browsers upon completion of the project.
JOEL is responsible for all content - unless the website is managed completely by the CLIENT which the CLIENT will need to display competencies as in Schedule 1
PROJECT DETAILS and PAYMENT
The following payment schedule is for the new HARTL CONSTRUCTIONS website.
- $19 per week ongoing (24 months)
- UNLIMITED content updates
- FREE monthly blog posts/updates for completed projects
- No additional fees for HOSTING or LICENCE charges
- FREE domain name - No yearly payment for name renewal
- FREE online support
- FREE Photography for 2-3 completed projects to add to website for gallery and blog posts.
NOTE: Please fill in the form below and click SUBMIT.
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