SUPPORT - TERMS & CONDITIONS
This document defines the terms and conditions of a support agreement entered into with Going Square. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on full payment of the support agreement invoice.
All services that Software Origins Pty Ltd (ACN 066 368 901) t/a Going Square (ABN 78 352 075 191) referred to as Going Square may be contracted to produce or provide for the client (referred to as CLIENT) will be subject to the following:
DEFINITIONS
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Written Proposal document(s) (if any), Schedule(s) (if any), together with any other Supplements.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Final Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by Going Square to the Client, in the form and media specified in the written Proposal (if any).
“Services” means all services and the work product to be provided to Client by Going Square as described and otherwise further defined in the Written Proposal (if any).
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data and content management, utilisation and operation of the underlying Squarespace/Shopify platform and web site maintenance.
GENERAL TERMS
1. Confirmation of Support Agreement
Before starting a support agreement, Going Square require the customer's written confirmation, by email that they are agreeing to Going Square providing support services for their business website based on Squarespace/Shopify, and of acceptance of the Proposal. It will be assumed that this confirmation also binds the CLIENT to these Terms and Conditions.
2. Authorisation
The CLIENT authorises Going Square to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, accessing their hosting account and disk space, creating databases and applications, creating email and social network accounts and submitting the project to search engines.
3. Agreement Scope and Period
Services supplied, costs and rates are limited to what is specifically set forth in this agreement. All support hours Any additional services will require an additional agreement. All support hours purchased are valid from 6 months of purchase. We reserve the right to adjust our service and rates after this period.
4. Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, colour printouts, laminating, illustrations, shipping and handling or courier service. Expenses are itemised on each invoice. Expenses are subject to GST.
5. Production Schedules
Production schedules will be established and adhered to by both the CLIENT and Going Square. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Any projects that lapses for a period greater than 12 weeks due to CLIENT delays will incur a restart fee of $AU300.00 before recommencing.
6. Provision of Service
6.1 Our provision of the Services is subject to you:
- Paying Fees to us in accordance with the Payment Terms.
- In the case of supporting a Shopify website the website is associated with Going Squares Shopify Partner account.
- Operating with standard business hours which are 9.00am – 5.00pm ACDT Monday to Friday, excluding public holidays, unless otherwise agreed.
6.2 Our provision of the Services is subject to Going Square:
- Having sufficient resources available
7. Payment
7.1 The CLIENT agrees to pay Going Square in accordance with the terms specified in the support proposal. The CLIENT will be required to pay the full support proposal amount before support services will commence.
7.2 All hours worked to resolve a support ticket raised by the CLIENT will be captured and recorded by Going Square. All hours entered are at the discretion of Going Square and not the CLIENT. If the time estimated to resolve a support ticket exceeds the support hours remaining on the CLIENT support agreement, Going Square will notify the client to confirm how to proceed.
7.3 If the CLIENT consumes all of the support hours or the support agreement expires after 6 months from date of purchase no further support services will be provided until a new support service agreement is purchased by the CLIENT.
8. Confidentiality
Going Square 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.
This obligation of confidence will cease to apply in relation to information that Going Square is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Going Square of its obligations of confidence under this Agreement.
9. Subcontractors
Going Square reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
10. Promotion
Going Square is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Going Square reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Going Square services.
11. Copyright
The CLIENT is responsible for all trademark, service-mark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Going Square uses for this project. The CLIENT indemnifies Going Square 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.
12. Support Service Copyright
12.1 After acceptance of the website and payment of all sums due by the CLIENT, Going Square agrees to assign perpetual and unrestricted copyright to use any materials produced by Going Square as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.
12.2 Going Square reserves all rights over working and source files. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.
12.3 Going Square reserves all rights to licence (open source) and release all software code including website templates developed under this agreement.
13. Open Source Software
13.1 Going Square makes extensive use of open source software and components to supply websites and services to the CLIENT. Going Square will not charge additional licensing fees on open source software.
13.2 The CLIENT indemnifies Going Square against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
13.3 All software and components not developed by Going Square retain the original licence and terms associated with them. Going Square cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
14. Force Majeure
Going Square shall not be deemed in breach of this Agreement if Going Square is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of Going Square or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Going Square’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Going Square shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
15. Limitation of Liability
The services and the work product of Going Square are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Going Square parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Going Square 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 by Going Square even if Going Square has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
16. Termination
Either party may terminate this Agreement by giving written notice to the other of such termination.
In the event of cancellation of the support agreement by the CLIENT the CLIENT forgoes any remaining support hours. In the event of termination by the CLIENT, the CLIENT shall also pay any expenses incurred by Going Square from terminating the agreement. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
In the event of a cancellation of the support agreement by Going Square the CLIENT will receive a prorated reimbursement for any remaining support hours less any administrative charges incurred to close the support agreement.
17. Domain Names
17.1 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 Going Square manage the domain name(s) on behalf of the CLIENT. Going Square will invoice the CLIENT when fees are due.
17.2 Going Square uses various Domain Name Registration Companies (referred to as REGISTRAR) to manage our CLIENTS’s domain names. CLIENTS are bound by the REGISTRARS’s “Domain name registration terms” which are found on their respective websites
17.3 The CLIENT indemnifies Going Square against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.
18. Hosting
18.1 The CLIENT is responsible for contacting the chosen hosting provider (referred to as HOSTING PROVIDER) for support relating to hosting matters. Going Square will charge for costs incurred liaising with the HOSTING PROVIDER and supporting the CLIENT with hosting related issues.
18.2 Going Square will charge for costs incurred due to differences or changes in hosting environment if installation and management exceeds standard time frames.
25. Errors and Omissions
It is Going Square’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However, Going Square is not liable for errors or omissions. The CLIENT indemnifies Going Square against any loss or damage arising directly or indirectly from any errors and omissions.
27. Copy
All content/text must be supplied in digital format (either: TXT, RTF, HTML, MS Word, Open Office, InDesign).
28. Images
Graphics and photographs are to be supplied in digital format to Going Square.
29. Branding
All logos and branding must be provided in an industry standard vector format (preferences are: EPS, PDF, Illustrator).