Term and Conditions
TERMS AND CONDITIONS OF THE SERVICES OF QUALITTUDE
The payment of a deposit and/or the use or continued use of Qualittude services signifies acceptance of these terms and conditions.
Delivery of Service:
Qualittude is agreeing to complete the work as described in any Ballpark Quote and/or Scope of Work and/or Technical Addendum and/or Ad hoc quote that may be provided to you. Please refer to those documents to understand the product you are purchasing and to ensure that it suits your needs. You should also refer to the examples that Qualittude has provided to you of other sites that Qualittude has designed which fall within your budget level so that you fully understand the product that you will be receiving. It is your responsibility to ensure that you are aware of and are familiar with the full specifications and functionality of the product that you are purchasing and accordingly you are responsible for ensuring that you obtain from Qualittude any of the above referred to documents that are necessary for you to understand these matters.
You must understand the functionality, Service that you are purchasing as changes to the standard functionality may incur additional costs.
Client Obligations and Responsibilities:
You must follow all instructions provided by Qualittude and provide to Qualittude, in a timely manner, all information and materials requested by Qualittude.
All content must be provided in the format specified by Qualittude. Please note that excessive instructions, or links to content on other third party sites for retrieval will not be accepted (exceptions apply based on agreement).
The instructions provided by Qualittude as to information and materials that you are to supply are designed to ensure your site is completed on time and within the specifications agreed upon. Noncompliance with these instructions will cause delays in delivery of your product and may result in you incurring additional costs.
At times Qualittude may request domain name and hosting information from you. Once this information is received by Qualittude, Qualittude may re-delegate the domain name so that it points at Qualittude server(s) or replace or delete files on your hosting account as needed in order to complete your project. You authorise Qualittude to undertake these steps. Such activities may cause disruptions to your existing website, email and other services. If you have any special instructions or requirements regarding this, please advise Qualittude immediately.
Qualittude will request feedback and changes at certain stages of undertaking the process of building your site. These changes must be provided in the format required by Qualittude and sent to Qualittude in only one email. Sending excessive or multiple emails may cause detail to be missed and may result in you incurring additional charges.
Once your site is handed over to you, any further work or changes will result in you incurring additional costs (exception can be applied based on the aggrement). It is your responsibility to check that the site is to your satisfaction prior to handover. Once the site is made live, you must check any functionality, design , look and feel and any other functionality agreed in term and condition (e.g. checkout and payment processes) to ensure your site visitors experience the site the way you intend.
If you are expecting any large spikes/increase in your web traffic, you must inform Qualittude as soon as practicable so that Qualittude can assess any potential impact on its infrastructure and other clients. Any conduct that endangers the web hosting services provided by Qualittude to other clients will result in your site being suspended. This includes, but is not limited to, undertaking activities such as mass mail outs which can cause disruption to Qualittude server(s).
Project Non Completion:
You acknowledge that, in the event that Qualittude cannot complete the development of your site due to difficulties in executing the proposed services (which may be due to either project issues, compliances or client difficulties) then Qualittude may, by written notice to you, terminate its agreement with you, at which time Qualittude shall, at their sole discretion, either refund to you any charges paid by you or shall provide to you any work completed by Qualittude and paid for by you.
Intellectual Property Rights:
You warrant to Qualittude that any and all information and material provided to Qualittude by you or by any one on your behalf does not infringe the copyright or other intellectual property rights of any third party and you indemnify Qualittude against any action taken against Qualittude by any such third party.
You accept responsibility for all information and material provided to Qualittude or uploaded to your site by Qualittude or yourself, and you indemnify Qualittude against any liability in relation thereto. Specifically, you undertake that you will not publish, distribute or issue any information that is illegal or offensive, including copyrighted materials.
Breach or alleged breach of a third party’s intellectual property rights or other rights may result in your site being suspended.
Qualittude reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
All intellectual property rights (including rights in relation to patents, trademarks, moral rights, service marks, rights in design, database rights, application for any of these rights, copyright, trade or business names or other similar rights or obligations whether they are able to be registered or not in any country) in respect of any proprietary software owned or used by Qualittude in the creation of your site or which are created (either now or in the future) by Qualittude , or which result from the engagement of Qualittude to create your site shall remain the property of Qualittude . This includes specifically all copyright in any design, code or document created or any discoveries made in the course of the creation of your site, which shall, upon creation, vest in and be the exclusive right and property of Qualittude. Upon payment in full of all fees and charges owing to Qualittude, you shall be granted a license to use all such intellectual property however you acknowledge that the license does not constitute an assignment of any such intellectual property rights in any proprietary software either owned or used by Qualittude.
Qualittude estimates that your site can be created in based on the agreed term, unless otherwise specified prior to commencing the project. Time frame is an estimation only and projects can be delayed by a number of factors including noncompliance by you with the instructions to or requests from Qualittude, incorrect content being supplied to Qualittude and Qualittude being unable to contact you for prolonged periods of time. You must ensure that Qualittude have accurate contact details for you.
You must make every effort to follow the instructions provided by Qualittude and provide the required information to Qualittude in order to facilitate delivery times and correct specifications.
Delays in providing the required information to Qualittude may result in delays in product delivery and also may result in you incurring additional charges for administration time.
Qualittude will make all reasonable efforts to provide the product by the estimated date but do not accept liability for any costs incurred, loss or damage (including consequential loss or damage) compensation or loss of earnings due to any failure to meet agreed deadlines.
In order to enable Qualittude to complete your project within a reasonable time frame, Qualittude may move your site to the next stage of development in circumstances where:
- Qualittude does not receive any feedback or changes from you within 7 days of such items being requested; or
- Qualittude does not receive your content within 7 days of it being requested.
Qualittude, in its sole discretion, reserves the right to develop your site without first receiving your progress payment in the event that Qualittude does not receive your content within 7 days of having requested it. If Qualittude elects to build your site without first receiving content from you, standard template content will be used which can be changed by yourself using the Content Management System once the site is handed over to you.
In the event that Qualittude does not receive any final changes to be made to the site from you within 7 days of having requested such details from you, then Qualittude reserves the right to hand over your site to you, at which time your final payment will become immediately due and payable.
Content, Design and Package Restrictions:
Each package or service has certain design and functionality restrictions. It is your responsibility to understand these restrictions prior to commencing any project. You should discuss any queries you may have with your consultant and also refer to the examples Qualittude has provided to you which fall within your budget range, and refer to any documentation that Qualittude has provided to you.
During various stages of the design process Qualittude will request from you certain information and content. You should ensure that the information and content that you provide to Qualittude is correct and is your final version. Qualittude cannot accept any revised content once you have submitted your content. Any revisions to content may result in you incurring additional costs.
Where “pages” of content are specified, a “Page” consists of up to 1 A4 page of text and up to 5 images. If you require more content than this on any one page, you should advise Qualittude accordingly so that Qualittude can provide you with a quote for the extra content.
Where a gallery of images is used, up to 25 images can be entered by Qualittude for you. Additional images may incur additional costs. You should note that a gallery counts as 1 page.
When Qualittude provide you with design layouts for approval, these design layouts represent the suggested design for the home page of the site. You must understand that the inner pages of the site will follow a simpler design as there is more information to be presented. You should ensure that you ask your consultant for more information if you are unclear on this.
Qualittude uses the content in the form that is provided to Qualittude by you and does not conduct spelling or grammar checks. Qualittude will not write your content for you unless you have requested that this be provided as a separate service which will incur additional costs. You are solely responsible for the content of the site and accordingly Qualittude will treat the submitted content as the final version of that content. If you find you have errors in your submitted content, you are able to change your content through the Content Management System if there is one attached to your site.
Qualittude include a set number of rounds of changes during its site production process. The standard number of rounds of changes is 3 (exception cases can be consider based on the agreement). Any extra changes required by you may incur additional costs and such extra changes can be purchased during the sales process. Qualittude accepts no responsibility for ensuring that such changes are error free.
Changes must be submitted in one email and one email of changes (within the scope of the project) is considered one round of changes. In the event that Qualittude makes any mistakes or omissions in implementing the changes that you have requested, Qualittude will rectify this at its own expense.
Please ensure that you limit your changes to comply with the agreed specifications. Failure to do this may result in you incurring additional costs.
Qualittude may include a link to its own website at the footer of your site and, where such link is so included, you must not take any steps to remove this link. Qualittude reserves the right to change any such links from time to time.
You are expected to test fully any application or programming relating to the site developed by Qualittude for you before making such site generally available for use. Where “bugs”, errors or other issues are found after the site is live, Qualittude shall endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in these terms and conditions.
Fees and Payment Terms:
The total cost of your project and any fees are set out in the quote provided to you by Qualittude, the scope of work and any ad hoc quotes that may be provided to you by Qualittude from time to time. Details regarding costs can also be obtained from your sales consultant by request. You must ensure that you are aware of any costs and ongoing fees before you elect to proceed.
Any monthly fees attached to your project must be paid in full in order to ensure your service continuity. Your site may be suspended or discontinued if your fees fall overdue outside of Qualittude payment terms.
Your initial website consultations are included in your quoted project cost and form part of your deposit. If you do not decide to proceed with Qualittude, you will not be liable for this cost.
Qualittude standard payment terms for any project are as follows:–
- 75% of the total project cost will be required as an upfront deposit in order to get your project started. This also includes the cost of your initial website consultations.
- The balance of the total project costs shall be payable 15 days after your project start date and prior to Qualittude making the site live.
Qualittude requires final payment and direct debit forms to be provided in respect of any ongoing fees and such forms are to be returned to Qualittude before Qualittude will make your site live. Your final balance payment and direct debit form must be returned to Qualittude upon completion of your site (before going live) or within 15 days from the date that your initial deposit was made – whichever occurs first.
Content Management System fees and other monthly fees are to be paid by way of monthly direct debit. Your monthly fees will start on the day which is 15 days after the date on which you have paid the upfront deposit.
Please note that a Direct Debit Dishonour Fee of $15 applies to your account whenever a direct debit transaction is dishonoured.
Any extras requested during the process shall be added to the total project costs and will be payable at the stages outlined above. Please note that extras outside your package specifications will incur additional charges which Qualittude will inform you of before proceeding.
If you require Qualittude to make changes to your site after your site is handed over to you, you will be required to pay for this work at the hourly rate or in accordance with Qualittude standard prices as quoted. All work must be paid for upfront and will be quoted for on request.
If Qualittude has difficulties contacting you for prolonged periods of time or does not receive required feedback of information from you, you may incur additional charges and delays in delivery of your project. If you are un-contactable for more than 14 days, Qualittude may suspend your project indefinitely or end your project without further notice to you. If your project is suspended or ended, then your final payment will be due and payable immediately to Qualittude. To resume your project you will need to pay a $99 re-instatement fee and the decision regarding whether the project will be resumed shall rest solely with Qualittude.
If you wish to take your site and host elsewhere, you still need to pay Qualittude the monthly service fee or pay a release fee of $300 or cost for number of hours for transition in order to waive your monthly fees. Please discuss this with your consultant should you be unclear as to this.
You can apply to Qualittude to have your project on hold if your circumstances change, in which case you may be required to make the next payment due and then the project will be placed on hold for a period determined by Qualittude. Applications will be assessed on individual merits and if approved will be for a finite period determined by Qualittude. You will not be charged any additional costs to resume your project in these circumstances.
Please note that paying the deposit on any project shall signify your agreement and commitment to complete the project with Qualittude and your agreement to make full payment to Qualittude. Payment in full of the total project costs will be required in the event that you do not wish to proceed with your project after such time as you have paid your deposit and you are outside the refund period.
You shall remain liable for all fees incurred by Qualittude during any period when your site has been suspended or discontinued due to your failure to comply with these terms and conditions. In addition, you must pay all costs in full without any offset, counter claim or deduction unless first agreed to in writing by Qualittude.
Please note that interest at the rate of 10% of your site build contract shall be charged on any amounts outstanding in excess of Qualittude payment terms from time to time. Additionally if your site is not live and your direct debit form remains unreturned to Qualittude 30 days after handover has occurred, a release fee of $300 or cost for number of hours for transition will be charged to hand over all your site files which are then deleted from the Qualittude server.
If accounts are not settled and Qualittude has not been contacted regarding the delay, access to your site may be denied and the web page may be removed.
Refunds shall only be provided for your project within 24 hours of payment of your deposit on the condition that you have not returned any of the required information to Qualittude and on the condition that Qualittude has not commenced any work on your project.An administration fee of $99 + GST will apply to all refunds.
Automatic Renewal of Domain Names:
In the event that you have elected to pay for services provided by Qualittude by way of direct debit, then any domain names registered for you by Qualittude shall be automatically renewed by the due date for renewal and the cost of such domain name renewal shall be added to the direct debit payment for that month.
When contacting Qualittude, you must use the email address and phone number provided to you and you must always ask for the person you wish to speak to directly.
Qualittude provides a 30 day warranty on all of its work. However, if you have made changes to your site using the Content Management System, you may incur additional costs to resolve any issues that arise due to those changes.
Qualittude will make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer and Mozilla Firefox latest releases. You understand that we cannot guarantee correct functionality with all browser software across different operating systems.
Changes made to the site through the CMS, in some cases, can cause browser related issues. If this happens, Qualittude may need to charge additional fees to rectify these issues.
Limitation of Liability:
Whilst every endeavour will be made to ensure that the site is free of errors, Qualittude cannot accept responsibility for any losses or damages (including consequential loss or damage, loss of business, loss of income, loss of information or business interruption) incurred due to malfunction or due to the construction or operation of the site or any part of it. Further, Qualittude will accept no responsibility for liability for any down time, loss of income or loss of your use of the site which may occur as a result of the site being affected by computer hacking, computer viruses, malware or spyware. If your site is so affected, Qualittude may, at its sole discretion, assist you with remedying such affliction; however in doing so, Qualittude accepts no responsibility or liability in this respect.
In addition, Qualittude accepts no liability whatsoever for any damages or costs (including consequential damages or losses) incurred as a direct or indirect result of using Qualittude services or services of Qualittude related companies or businesses (howsoever caused, whether by negligence or otherwise) or incurred by you directly or indirectly as a result of your use of any open source or third party proprietary software. Qualittude does not provide any guarantee that any such open source or third party proprietary software will be fit for the purpose or function as required by you.
If Qualittude suspends your site for any breach of these terms of service or any other reason whatsoever, Qualittude shall not be liable for any loss of income or costs incurred by you, including any consequential loss or damage suffered by you.
It is your responsibility to ensure you are aware of renewal dates of domain names and other services. Qualittude takes no responsibility for loss of domain names or other services due to non-renewal, whether notification is sent to you or not. Please contact Qualittude if you do not know the renewal dates of your services.
All terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating to the provision of services by Qualittude not contained in these terms and conditions are excluded.
Except as required by statute, all express and implied conditions and warranties in relation to the services provided are hereby excluded and Qualittude ’ liability hereunder (if any) shall be limited at Qualittude ’ discretion to the replacement of the services, the supply of the equivalent services or to the value of the services supplied by Qualittude . You acknowledge that the limitation of liability in this clause is fair and reasonable.
You acknowledge and agree that you are using all services and facilities provided by Qualittude at your own risk and you agree to defend, indemnify, save and hold Qualittude harmless from any and all demands, liabilities, costs, losses and claims, howsoever suffered, including but not limited to legal fees incurred by Qualittude that may arise directly or indirectly from any service provided or agreed to be provided by Qualittude to you or any product or service offered or sold by you to your clients. You agree that this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
You also agree to defend, indemnify and hold harmless Qualittude against any liabilities arising out of injury to any person or property of any person caused by any service provided or agreed to be provided by Qualittude or any product or service offered or sold by you to your clients, including but not limited to, infringement of intellectual property rights, infringement of proprietary rights, misinformation, delivery of defective products or services which are harmful to any person, business, company or organisation and in respect of any defamatory comments or materials contained on your site.
Qualittude agrees that, except if directed by you, Qualittude will not, at any time during or after the term of its engagement, disclose any confidential information belonging to you. Likewise, you agree that you will not convey any confidential information about Qualittude to any other party, including but not limited to, using any documentation provided to you by Qualittude or using any of Qualittude ’ processes related to the delivery of your service.
In the course of building your site Qualittude may use various open source software and also third party proprietary software. Each piece of software has its own processes, functionality and works in its own way. The standard functionality can often be changed, but unless otherwise stated, changes to this functionality are not included in your purchase price.
Qualittude does not provide any warranty in respect of the functionality of such open source or third party proprietary software and Qualittude does not provide any guarantee that such software will be fit for the purpose or function as required by you.
All users of Qualittude services must adhere to all policies set out in these terms and conditions as well as any other policies issued by Qualittude and notified to you from time to time.
The services of Qualittude must only be used for lawful purposes. You cannot use any of the services of Qualittude to store, transmit, modify, publish, transfer or sell, reproduce, create derivative works from, perform, display, or in any way exploit or distribute any material in any way that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or the privacy, publicity or other personal rights of others, or any material that is obscene, threatening, abusive, hateful, libellous, defamatory, pornographic, harassing or threatening or in violation of any law, or is in any other way objectionable.
Qualittude reserves the right to suspend any services if, in its sole discretion, it deems any activities you are undertaking to be putting its reputation, services or other clients at risk. In addition, Qualittude reserves the right to refuse to deal in any way with material which may be deemed offensive, illegal or in any way controversial and also to terminate its hosting service should the necessity arise.
Server Uptime and Usage (Web Hosting):
Qualittude uses industry standard server hardware and software. Qualittude works to minimize any downtime and endeavours to provide an uninterrupted service at all times. Notwithstanding this, you acknowledge that the web hosting service of Qualittude relies on factors outside of its control and accordingly Qualittude does not accept any responsibility for any losses incurred for any down time.
Unless otherwise specified in writing, you are limited to 10 GB per month of bandwidth and 1 GB of disk space per website that you have hosted with us.
While Qualittude makes incremental and full scheduled backups of its servers, Qualittude does not guarantee that any lost data will be recovered. Additional charges may be incurred where you request Qualittude to attempt to make recoveries of lost data.
You acknowledge and agree that Qualittude may at any time vary the terms upon which it provides web hosting services by providing you with 30 days written notice.
Where applications or sites are developed on a server that is not operated by Qualittude, you are expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is your responsibility to provide a suitable testing environment which is identical to the final production development.
Suspension of Services:
Qualittude reserves the right to suspend/cancel any or all services provided to you, including all domain names if:–
- You have any outstanding invoices or accounts;
- Your account is in dispute or the subject of a dispute resolution procedure, court order, judgment, finding or determination;
- You fail to comply with any provision of these terms and conditions or any other policy, directive or requirement notified to you by Qualittude ;
- There is evidence of fraudulent, illegal, defamatory or offensive activities or evidence of any other activity that is in breach of a third party’s rights;
- Qualittude deems that your use of its service may jeopardize the operation of the service that Qualittude provides;
- Qualittude ’ service suffers any technical failure or if Qualittude must carry out maintenance;
- You have used Qualittude ’ service in a manner which violates any applicable laws or regulations;
- You have used Qualittude ’ service in a manner which interferes with or disrupts the usage of the service by other clients of Qualittude ; or
- Qualittude deems any other reason as satisfactory to protect Qualittude, its staff or other clients.
Reasonable notice of the suspension/cancellation of services will be given to you by Qualittude only where possible.
In the event that your account is suspended or canceled under these terms and conditions, you must pay all outstanding charges to Qualittude immediately.
Either party may terminate the ongoing monthly service agreement for Qualittude to provide web hosting services by providing the other party with 30 days written notice of such termination. If you wish to terminate the ongoing monthly service, then you must provide such written notice to Qualittude by emailing or posting the cancellation form which can be requested from Qualittude.
If you choose to terminate the agreement, then the balance of any fees owing to Qualittude , including in respect of any site project costs, monthly fees or any other fees that you may be liable for, shall become immediately due and payable.
You acknowledge that sites cannot be guaranteed to be 100% error free in construction and you acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate the agreement between you and Qualittude.
In the event that Qualittude takes action to recover from you any amount outstanding, Qualittude shall be entitled to also recover from you, in addition to the amount unpaid and interest, its reasonable costs of the recovery action including, but not limited to legal costs and expenses (e.g. costs for company search, document printing, charges for registered post, lodgement fee and transportation cost etc.). The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by Qualittude for enforcement of obligations and recovery of payments due from the Customer to Qualittude.
Qualittude may experience outages beyond its control caused by reason of failure of hosting services provided to third parties upon which Qualittude relies to provide its services, act of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquakes or by reason of riots, wars, invasions, acts of hostilities, civil wars, rebellion, terrorist activities, government restrictions, trade embargoes, strikes, lockouts, labour disputes, boycotting or other causes beyond Qualittude ’ control. You agree to release Qualittude from any claim or potential claim with respect to outages and any loss or damage suffered by you or any third party.
These terms and conditions may be varied or updated from time to time by Qualittude.
Governing Law and Jurisdiction:
These terms and conditions are governed by the law of the State of Victoria and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Victoria.
If any provision of these terms and conditions is invalid and not enforceable in accordance with its terms, other provisions which are self-sustaining and capable of separate enforcement with regard to the invalid provision, are and continue to be valid and enforceable in accordance with their terms.
The failure, delay, relaxation or indulgence on the part of Qualittude in exercising any power or right conferred upon Qualittude by these terms and conditions does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under these terms and conditions.
You may not assign or transfer your rights or obligations under these terms and conditions without the prior consent in writing of Qualittude.
No Adverse Construction:
These terms and conditions are not to be construed to the disadvantage of Qualittude because Qualittude was responsible for its preparation.
You must not make, disclose or publish orally or in writing any statement or comment which may defame or disparage Qualittude or any of its employees or its business. This obligation survives the termination of the engagement of Qualittude.