Terms and Conditions of Trade
The Offer of Service
In these Terms and conditions of trade ‘the Offer of Service’ refers to a written proposal or quotation submitted to the client by NTech Media which outlines items of proposed work and cost estimates for performing that work. The Offer of Service remains the property of NTech Media and, as such, its contents may not be disclosed by the client to any third party until such time as NTech Media receives the client’s signed approval to proceed with the project on the basis of the fees and terms outlined therein, nor may any original concepts devised by NTech Media for inclusion therein be commercially exploited by the client or any third party.
Commencement of work
By requesting or approving the commencement of any work by NTech Media the client agrees to all the terms and conditions herein.
NTech Media, hereafter referred to as ‘the Supplier’, has absolute discretion in the choice of tools, software, resources, procedures, contractors and staff used to perform the work, unless otherwise specified in the Offer of Service.
Scheduling – Missing The Start Date
The timing of the development of a solution is very important. NTech Media will endeavor to schedule your project according to your needs. For work to begin, we need to collect together all of the assets for your projects. Assets include text, pictures, possibly sound and video too.
Once work has been scheduled to begin, you will be given a Start Date by which All of the assets for your project and any other preparatory work that you need to do (such as setting up your server, where necessary) must be completed before the Start Date.
If the Start Date passes and NTech Media does not have sufficient assets to begin work as scheduled or any preparations that were your responsibility have not been completed as per NTech Media’s instructions a Rescheduling Fee will be charged.
The Rescheduling Fee is 15% of the total estimated project cost is payable before the Start Date is rescheduled. No further work will be performed on your project until the fee is paid and a new Start Date is set.
Termination of work
The Supplier reserves the right to withdraw/terminate its service in relation to any work requested or approved by the client upon giving written notice to the client. Any outstanding fees, charges or expenses will become payable immediately to the Supplier. The client will be liable to pay the agreed project fee to the Supplier, in addition to any charges for excess work, authors alterations or incurred expenses, if works have commenced in accordance with the client’s instructions but the client subsequently withdraws for whatever reason.
The client agrees to pay the invoiced amount within 14 days of the invoice date. If the work time exceeds 28 days in duration, the client agrees to payment of invoices based on the work done to date. For some projects (as specified in the Offer of Service) an initial deposit is required before work commences.
Where a project is split into development iterations payment for an iteration must be made for work to commence. Failure to pay an account by due date and/or prior to the scheduling of the development iteration may result in development work being suspended until the account is paid in full.
Once an account and/or service is suspended a reconnection/reactivation fee of $165 (inc GST) will be charged prior to services or accounts be reactivated.
Unless otherwise agreed to in writing, first-time clients of the Supplier agree to final payment on delivery of goods. ‘Delivery of goods’ shall include, but not be limited to, electronic transfer/delivery of computer files.
All work remains the sole property of the Supplier until paid for in full. The Supplier is entitled to charge late-payment fees, currently at the rate of 4% per month, compounding monthly, on any amounts that remain unpaid after the due date. Work-in-progress may be stopped pending settlement of overdue accounts. If money is owed to the Supplier by a Pty Ltd company (or a trust with a corporate trustee), the directors of that company (or trustee) agree to personally guarantee the debts of their company (or trust).
Accepted methods of payment include: business cheque, bank cheque, cash, credit card (4% processing fee applies for VISA and MasterCard, 5% for AMEX) and direct deposit.
NTech Media will apply late payment fees (4% of original invoice amount) to accounts that are overdue. Full payment of the overdue amount including late payment fees must be paid for services to be restored once suspended. NTech Media reserves the right to halt development work or suspend services where invoices and payments are overdue. NTech Media will refer persistently overdue accounts to our debt collection service, suspend ALL services (including eMail List Manager hosting, secure payment and general website hosted services) and development work and initiate legal action where required to recover monies owed on overdue accounts. Accounts and services that have been suspended due to late payment may incur setup fees for service restoration and the re-setup of suspended services.
Liability of Directors and Trustees
If money is owed to the Supplier by a Pty Ltd company (or a trust with a corporate trustee), the directors of that company (or trustee) agree to personally guarantee the debts of their company (or trust).
Review and Sign-Off
When work on your project features are completed you will be asked to review the project features and provide sign-off before your final invoice is rendered to you.
If written sign-off or written details of changes to be made are not received within 5 (5) business days the project or feature will be considered completed and approved and an invoice will be sent to you for payment.
Website and Software Warranty.
Upon deployment, your website software will be covered for 30 days software warranty. The warranty provides assurance that the software will meet its functionality specifications. This warranty covers for any bugs (programming errors) reported to NTech Media within the 30 day warranty period. Any bugs reported within this time period will be fixed at no additional charge to the client.
Limitation to Warranty
Warranty is limited to the core functionality and features of the website that have gone through the testing phase. Ad-hoc and/or small adjustments and improvements requested made may incur additional charges if they were not a part of initial specification and core functionality. The warranty does not include any changes to functionality that was made during the development or deployment phases that were not fully tested by the client for whatever reason. Any issue that may arise due to server configuration, limitations or changes is not covered by the warranty. Any issues or bugs related to 3rd party hosts, servers, 3rd party database integration, 3rd party software, 3rd party plug-ins are not cover under the warranty and are not the responsibility of NTech Media.
Warranty period does not exceed 30 days from delivery of the final feature. Delivery is not release of a website or software as that can happen many weeks or months after. It is the completion of work on a given feature.
The right to warranty is forfeit if the site or the software or site codes are accessed by any third party company for whatever reason or purpose. Warranty will not be honoured if any invoice, account or scheduled payments are over-due.
Warranty cannot be extended for new development on an existing project, warranty would apply to the new features only, however you can choose to purchase a twelve months website and software maintenance and support package (ExtraCare). All Maintenance and Support packages purchased at the time of sign-off receive exclusive discounts and access to premium support services.
Cost estimates provided in the Offer of Service are subject to change after 30 days from the date of the Offer of Service to meet any rise or fall in the cost of materials and production. The Supplier will advise the client of any such changes before proceeding with the cost affected items of work. Items of work may be listed and costed separately in the Offer of Service. This does not imply that an individual item of work can be removed from the Offer of Service without affecting the cost of other items (as some stages of a project will build upon the work completed in previous stages).
Excess work and authors alterations
NTech Media specify clear features and details for deliverable items for our projects (including number of design iterations) in our Offer of Service and Quotation.
If work or consultation undertaken by the Supplier exceeds that which is specified in the Offer of Service and Quotation, or the client requests alteration to content or features (e.g. process) which was submitted by the client (or their agent, author or editor), or the client requests alteration to design, features and software which are above the allocated design or development budget for that feature, the client attempts to introduce unquoted functionality or extension to software, website or design features, or where software, website or design features were previously approved by the client, the client agrees to pay appropriate fees for the excess work, including all related time, material and production costs.
Alterations to client supplied content or previously approved design concepts will appear on invoices as ‘author’s alterations’.
If additional work or consultation is requested, this will be charged additionally at our standard hourly rate. Late-payment fees (4%) will be charged on overdue accounts.
NTech Media’s standard billing format is a summary format. If detailed itemisation is required, this may be provided upon request in our default format.
Should you require any special billing output, this can be arranged for you on a chargeable basis.
Secure Payment and Secure Online Services
Any and all costs associated with refunds, chargebacks, fees, gateway licences, secure certificates and other expenses associated with the management and supply of secure payment services incurred by the Supplier in the provision of its services to the client will be charged to the client.
The cost of materials and other incidental expenses reasonably incurred by the Supplier in the provision of its services to the client may be charged in addition to the cost estimates provided in the Offer of Service. These costs may include, but are not limited to, courier deliveries, postage, computer printouts, faxes and phone calls.
The Supplier is registered for the Australian GST (Goods and Services Tax).
While every endeavor is made to ensure a perfect job, the client accepts full responsibility to check all work prior to production and release. No liability is accepted by the Supplier for any error, howsoever caused, once design proofs, software or website, hosting or system development, have been approved by the client or their agent or representative.
Property with a total combined replacement value of over $100 and all non-replaceable items which are supplied to the Supplier by or on behalf of the client shall, while they are in the possession of the Supplier or in transit to or from the client, be deemed to be at the client’s risk unless otherwise agreed to in writing, and the client shall insure accordingly. The client agrees that in the event of loss or damage to replaceable items with a total combined replacement value of $100 or less, or in the event of loss or damage to any data or information contained therein, whether or not caused by the Supplier, the liability of the Supplier will be limited to the return of blank media equivalent to media submitted by the client.
The Supplier and its employees and agents shall, to the extent permitted by law, have no liability to the client or any third party in respect of any direct, indirect or consequential loss, damage, cost or injury arising out of, or in connection with, the provision of the Supplier’s services or for any inaccuracy or omission in information supplied to, or accessed by, the client. ‘Consequential loss’ shall include, but not be limited to, loss of profit or goodwill and payment made or due to any third party.
The client accepts full responsibility to ensure that all work and materials provided by the client may be lawfully used by NTech Media without infringing upon the rights of others including any copyright, trade secret, patent or trade mark rights of any third party.
The client agrees to indemnify NTech Media in respect of any loss, damage, cost or injury arising out of any claim made against NTech Media in relation to material or information provided by the client in which intellectual property rights subsist.
Under the terms of the Copyright Act, NTech Media shall maintain ownership of all copyrights and other intellectual property rights in all work created in the course of the provision of its services unless the sale and transfer of those rights is explicitly agreed to in writing and signed by the owner of those rights. If copyright is sold to the client, NTech Media maintains moral rights in the work and may object to any distortion, mutilation and modification of that work, and the client agrees to grant NTech Media a licence to use the work for the purpose of self-promotion.
In the event where a written agreement for the transfer of intellectual property has been reached, full transfer of the intellectual property will only occur upon complete and final payment of all accounts and outstanding invoices by the client.
Where NTech Media provides you with a quotation or proposal, the copyright in these documents belongs to NTech Media. You can duplicate and distribute those materials so that you and others in your organisation may review and assess them, but you can do this only for as long as the quotation or proposal remains valid. If you wish to distribute these documents after they have expired, you must request revised versions from NTech Media.
Your use of any software provided by NTech Media is for the specific project or implementation commissioned by you and performed by NTech Media. It does not entitle you to modify (in part or in anyway) assign or sell any materials or resell the software to any third party or pass or supply the software or materials developed by NTech Media to any other party.
All artwork files prepared for the purpose of outputting printed work, and all working files created by the Supplier in the provision of its services to the client, remain the property of the Supplier. This clause only relates to materials created by NTech Media and not to materials that the client has developed independently themselves.
It is agreed that employees of the Supplier should not at any time, either during the continuance of the work outlined in the Offer of Service or thereafter, except in the course of their duties, divulge any of the confidential affairs of the client or any of its clients or associated companies to anyone without the previous consent of the client.
Feature and Artwork Approval Process
As part of the project development process NTech Media present project features (system features, visual layout and design, creative elements, artwork or software etc) to the client or their representative for review and written comment and approval. In order to correctly plan our work across projects and schedule in staff and workload we need to be able to count on our clients participation and input.
Once approval has been requested there is a five (5) working day period during which feedback, review and comments will be received – if we have not received written comment or feedback during the five (5) business days following the initial request for approval, the work is considered approved. Changes to features, designs or any other project element that are presented after five (5) working days from the original approval request are considered extensions to the project and will require quotation and incur additional cost.
Where a hosted service is provided to a client (website hosting, secure payment system hosting, eMail List Manager hosting, domain hosting or similar) annual hosting/ExtraCare fees must be paid in advance and the hosted service account in credit. Hosted services will be suspended or terminated when the hosting is not renewed or invoiced amounts are not paid by the time the hosted service renewal is due. Hosted services that have been suspended or terminated may incur a setup fee to be reactivated.
NTech reserves the right to terminate hosted services for any reason including, but not limited to, if the hosted service client has violated any security, content, spamming or other policies or guidelines, if software on the hosted service is not kept up to date in accordance with NTech Media’s upgrade and ExtraCare policy (hosted software needs to be kept up to date to take advantage of improvements in usability features and security. This is a mandatory policy as NTech will not host software or websites that do not have currently supported or secure software), and if the account is in arrears or payment is overdue. NTech will provide reasonable notice for the termination or suspension of hosted services.
NTech is under no obligation to continue to provide support and infrastructure for hosted services and or products that are not current, no longer supported or have for any reason been discontinued.
Hosted services are active for as long as the hosted service fees or ExtraCare subscription have been paid up to or until such time as the hosted service is no longer provided by NTech or discontinued for whatever reason. Periodically NTech will update, improve, upgrade or otherwise alter hosted services to accommodate new features, hardware or business practices. Clients will be given reasonable notice and presented with options for them to upgrade their hosted service or to make other arrangements for their hosted service.
Backup and Restoration
Where a backup service is provided to a client charges at usual rates are applicable for the restoration or extraction of backed up data. Backup of data does not imply any rectification of a service or site. Rather it means that there is data or content backed up for restoration. Unless clearly specified in writing restoration of backup and associated costs and timeframes will be advised when requested. NTech supplied support and ExtraCare does not cover or include any backup or restoration service and these services are quoted on when requested.
NTech Media include telephone support as part of the ExtraCare support service (when ExtraCare subscription is active). ExtraCare phone support is for instruction in the use of the software, application or system that the customer has purchased. It does not cover implementation of, extension of or development of new features or components, design or other project extensions.
Phone support instances are provided to active ExtraCare subscribers, for up to 15 minutes duration. In circumstances where the phone support cannot be completed within 15 minutes NTech ExtraCare and support staff will make arrangements with the customer to schedule in a specified 15 minute support call.
If the customer does not have an active ExtraCare subscription they will be informed that phone support is a chargeable service and the customer will be presented with the option of purchasing support instances or to renew their ExtraCare subscription.
Amendments to these Terms and conditions of trade
All and any amendments to the terms and conditions outlined herein must be provided in writing by the client and signed by an authorised representative of the Supplier before the commencement of work.
The NTech Media Extra Care Team