These are the Terms and Conditions on which Digital White Space will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our professional services and what you can expect from us. Please read them carefully.
Our Professional Services Schedule of Fees are available on request or will be supplied in your quotation/estimate.
These Terms and Conditions are subject to change without notice and may be superceded.
You may engage us to carry out a Project for you by:
(a) signing and returning a Purchase Order to us;
(b) accepting a Quote in writing; or
(c) giving us written, emailed or verbal authorisation to commence a Project.
Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.
If we provide, or have provided, you with a Quote for the Project, then that Quote:
(a) is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
(b) does not include GST; and
(c) is valid for a period of 30 days from the date we issue the Quote, unless otherwise agreed by Digital White Space.
(a) The Services that we provide to you may include some or all of the following:
(b) You acknowledge that websites and other electronic serves are subject to interruption or breakdown, and therefore:
(c) You acknowledge that due to the nature and pace of rapid changing technology, Websites their tools and the development of them change therefore;
All support activity is carried out between 8:30am and 5:00pm (GMT + 8), Monday to Friday excluding public holidays and office closures times for standard Western Australia public holidays and the Christmas / New Year closure periods.
(a) You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content) . Refer to 7b. Scheduling and Production.
(b) You must supply all Client Content in the following digital formats/methods:
(c) We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.
(d) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
(e) You indemnify, and agree to keep Digital White Space, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.
(a) Your approval will be required for the following items that we deliver to you (Approval Item):
(b) When we provide you with any Approval Item, and you do not request any further alterations, then you must notify us in writing that you accept the completed Approval Item.
(c) You will be deemed to have accepted the completed Approval Item if we do not receive from you, within 28 days after providing you with a completed Approval item, either notice in writing of acceptance or requests for further amendments.
(d) Your acceptance of the completed Approval Item in accordance with paragraph (b) or (c) means that the Approval Item is complete, and no further amendments are necessary. However, we will not proceed to the next stage of the Project until we receive your written approval of the Approval Item. There may be added cost in having to reschedule projects, staff or facilitate continuance. If unable to perform continuance, the client will have to pay a shut down and subsequent restart fee commensurate to the labour and resource costs incurred.
(a) The Fees do not include any searches or purchases of photo images, audio or video.
(b) You can purchase photo images, audio or video directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.
(a) If we consider it to be necessary, we will develop a Production Schedule for the Project in consultation with you. We will use reasonable commercialendeavours to carry out the Project in accordance with that timetable.
(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:
Our website consultancy and planning services mayinclude:
(a) discussing and developing options for your online marketing, search engine optimisation and social media strategy;
(b) planning and developing a site map, information architecture and project management.
(a) Our website design services may include:
(b) If you request further alterations, or the addition of new information, after the second updated version, resulting in any further updated versions of the website design concept being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.
(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.
(a) Our website development services include developing a website based on the Specifications, the approved website brief, sitemap and final version of the website design concept.
(b) Our website services may also include uploading and styling/layout of the Client Content to the developed website. If applicable we will complete a specified number of standard pages of the website. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) A content management system will be provided with the website. The Fees for our website development services do not include customisation of this content management system, its extensions, plug-ins or components. Our standard projects include the wordpress (CMS) based on PHP and MySQL– unless otherwise specified.
(d) If we carry out any customisation work for you on the Content Management System, or build any extensions for you, then:
(e) You acknowledge that the Content Management System (CMS) and many of its extensions are provided by third parties, and therefore:
(f) A Standard Page is: up to 300 words; up to 3 images; and up to one implementation of any tabular data.
(a) Our website modification services consist of modifying your website based on the Specifications.
(b) Unless otherwise specified, the Fees for website modification do not include any provision for training or post-implementation support- unless specified
(c) The provisions of clause 10(c) to 10(e) apply to the website modification services.
(a) Upon your request, we may provide to you Website Tools as part of the Website.
(b) You acknowledge that some of the Website Tools are provided by third parties, as set out in paragraph (c), and therefore:
(c) The third parties who provide the Website Tools, and the terms and conditions for use of the Website Tools are as follows but are not limited to:
(d) The fees for updates and upgrades for the Website Tools may change from time to time. The new fees will apply from our notification date to you.
(a) The Fees for website development may include training sessions of two hours for a maximum of two people per session. During these training sessions, we will provide information to attendees about using the Content Management System to upload content to the Website. Training sessions will be conducted at our premises in Perth.
(b) If additional training sessions are required, or you wish to have additional attendees at a training session, the additional attendees and sessions will be charged as Additional Costs at our then current Professional Rates.
(a) The Fees for website development include the provision of a limited warranty for a period of 28 days following website launch.
(b) The determination of warranty labour is at Digital White Space’s discretion.
(c) It is the client’s responsibility to review the site and ensure they are happy with it before agreeing to the finalisation and go live of the Website.
(d) Any modifications, changes of functionality, design that we don’t define as a bug for the purposes of the warranty will be quoted for separately and not fixed within the 28 day warranty.
(e) Any changes that fall outside the 28 day period of any nature will be quoted for separately and not fixed within the 28 day warranty.
Support and maintenance service is a paid service and is primarily carried out and provided monthly. For payment methods for support and maintenance services, please refer to 25. Payment Method.
(a) Our support and maintenance services consist of, but are not limited to:
(b) Our support and maintenance services do not include resolving:
(c) If we provide you with services that are not included in the support and maintenance services, we will charge you for the work at our current Professional Rates.
(d) You must provide us, at your own cost, access to the Website and your computer network and systems in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:
(f) Support Package reduced hourly rate requires that the contract be in place for the full term of any work undertaken – work undertaken outside of the support package contract period will be charged at our full hourly rates. (The support package does not generally include major website design or website development tasks, but this can be assessed in consultation on a case by case basis.) Pricing is available on request.
(g) Support, consulting and analysis provision is dependent upon access to the website to perform the required tasks and to assess/view the requirements.
(h) Response times are indicative and not guaranteed.
(i) Support time is accrued in 30 minute increments.
(j) Estimated time to complete requested support tasks may be provided when and if possible at client’s request.
(k) Commencement of support tasks
(a) We will endeavour to store or archive all electronic files used in the production of your website project. However, we provide no guarantee that any stored or archived files can be retrieved in the future.
(b) Once your website is launched, archiving of the files and database and copies of these files becomes the responsibility of the client. Digital White Space can at the request of the client provide this service.
Disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to the disbursement items set out in the Schedule of Fees.
(a) If you are not a Consumer:
(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):
(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.
(d) Paragraphs (b) and (c) do not apply:
(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.
(a) All Intellectual Property Rights in Project Intellectual Property vest in, or will upon their creation vest in, Digital White Space.
(b) We grant you a non-transferable, non-exclusive license to:
subject to the restrictions set out in paragraph (c).
(c) You must not, without our prior written permission:
These restrictions do not apply in relation to:
(d) The supply of raw / editable files is at the discretion of Digital White Space. Additional Costs will, and may be based upon a percentage of the original Quote or a retrieval and release fee.
(e) Commercial fonts remain the property of Digital White Space, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.
(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.
(g) Client agree to carry the Digital White Space logo or ‘Developed by Digital White Space’ text hyperlink in or under the website footer.
(h) Client should be prepared to provide testimony or feedback on request post the release/close of the project.
(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:
(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
(a) If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.
(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.
(c) Travel time is not included in our quotations as Digital White Space’s office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location a standard 1 hour travel fee will apply at our hourly rate.
(d) Our standard web project quotation allows for up to 2 meetings. Additional meetings outside of this scope will be charged at the hourly rate of those attending.
(a) You must pay the Fees and Additional Costs to us within 28 days after the date on which we issue you an invoice for those Fees and Additional Costs in accordance with this clause 25.
(b) In relation to our services, we may issue invoices for:
If the Fees do not exceed $1,000 + GST, or if the Fees are not specified (in a Purchase Order, Quote or otherwise), we may issue an invoice for the Fees and Additional Costs either at completion of the Project or as “Work in Progress” at the end of each calendar month at our discretion.
(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.
(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.
(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 27.
(b) A party may terminate this agreement by notice in writing to the other party if:
(c) We may terminate this agreement if:
(d) Upon termination of this agreement under paragraph (b) or (c):
(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
(b) This agreement does not create a relationship of employment, agency or partnership between the parties.
(c) We may subcontract our obligations under this agreement.
(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
(f) The additional terms and conditions referred to in clauses 10and 12do not apply to the extent that they:
(g) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.
In this agreement:
(a) a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);
(b) headings and bold type are for convenience only and do not affect the interpretation of these terms;
(c) the singular includes the plural and the plural includes the singular;
(d) words of any gender include all genders;
(e) other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
(f) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(g) a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
(h) a reference to a party to a document includes that party’s successors and permitted assignees;
(i) a promise on the part of 2 or more persons binds them jointly and severally;
(j) no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.
Additional Costs means all additional costs that we are permitted to charge you under this agreement.
Approval Item is defined in clause 6(a).
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA).
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your means, in relation to any work that we do for you:
(a) the person named as the client in the Purchase Order;
(b) if there is no purchase order, then the person named as the client in the Quote; or
(c) if there is no Quote, then the person for whom we are undertaking the project.
Client Content is defined in clause 5(a)
Confidential Information of a party:
(a) means any information:
(b) includes without limitation (unless excluded under paragraph (c) ) that party’s Intellectual Property Rights and these terms and conditions; but
(c) does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).
Consumer has the same meaning as in section 3 of the Australian Consumer Law
Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).
Consumer Services means “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Content Management System (CMS) means the content management system described in clause 11(c).
Digital White Space, we or us means Digital White Space Pty Ltd ACN 120 899 747 of 113 Newcastle Street, Perth, Western Australia.
Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.
Fees means, in respect of a Project:
(a) the fees payable to us for the Project as set out in a Purchase Order or Quote; or
(b) if no fees are specified, fees for all work we do in the course of the Project calculated in accordance with clause 24.
GST means a goods or services tax or similar tax levied in Australia.
Insolvent, in relation to a party, means that:
(a) the party has ceased or taken steps to cease to conduct its business in the normal manner;
(b) the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
(c) the party is unable to pay its debts when they are due;
(d) a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
(e) an application or order is made or a resolution is passed for the winding up of the party; or
(f) an event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.
Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
(a) copyright, patents, trade marks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in (a).
(a) any liability, cost, expense, loss, personal injury (including illness), death or damage; and
(b) in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.
Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.
Project means, in relation to any work that we do for you:
(a) the project described in a Purchase Order;
(b) if there is no Purchase Order, the project described in a Quote;
(c) if there is no Quote, then the project described in the Specifications; or
(d) if there are no Specifications, then the work that you have asked us to do.
Professional Rates means the fees set out in the Schedule of Fees.
Project Intellectual Property means designs, artwork, software and materials provided to you in the course of the Project, and any other Intellectual Property Rights created in the course of the Project, but does not include:
(a) the Content Management System’s (except to the extent that we have modified it) which is owned by wordpress, Joomlashack, RSJoomla and other third parties;
(b) the Website Tools (except to the extent that we have modified them); or
(c) Client Content.
Purchase Order means a document issued (in writing or electronically) by us to you that sets out:
(a) the services that we will provided to you;
(b) the estimated times within which those services will be provided; and
(c) the fees payable to us for those services.
Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.
Schedule of Fees means the professional services schedule attached to this document, and any replacement of that professional services schedule that we notify to you from time to time.
Services means the services that we provide to you in the course of the Project, as described in clause 3.
SEO means Search Engine Optimisation – the art and science of increasing the visibility of web pages in searches using search engines on the web.
Social Media means web based tools such as Facebook, LinkedIn, Twitter…
Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.
Support means the supply of paid support services to assist in the management; maintenance; training for; and repair of a Digital White Space supplied/built/maintained website.
Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.
Warranty is any fix required to a supplied Digital White Space website within 28 days of launch. The determination of warranty labour is at Digital White Space’s discretion.
Website means the website that we develop for you in accordance with clause 11.
Website Tools means the tools, applications or packages set out in clause 13(c).