Terms And Conditions

Design specifications

Any standard website development to be undertaken is based on a 5-page design unless specified otherwise at the point of sale.

Third-party service providers

Client understands and acknowledges that Webential may engage the services of third-party service providers or contractors as part of the website development effort and this can involve sharing of information or materials, including the design brief and the website content, provided to us by you, with these parties.

Backup of existing website

Client is responsible for taking a copy of the existing website including design and content files, databases and scripts, which will eventually be replaced by the new website developed by Webential. Webential can take a backup of a client's existing website at our standard commercial rates.

Client's responsibility towards content

• Webential is only engaged to redesign the client's website. We do not endorse, verify or certify the content on the client's website, and Webential will not be held liable if the content is found to be improper by any business organization or government agency at any point of time. Client is legally responsible for the content on their website, including infringement of intellectual property rights, and Webential will not be held liable in any such eventualities. Similarly, Webential is not responsible for any misuse of the new site developed by us, by client or their associates. It's the client's responsibility to ensure the site is used in compliance with all commonwealth and state legislations.
• All the content that must be integrated into the website design being developed by us is client's responsibility and must be provided within 1 calendar month of the invoice being generated or the project commenced. In the event that the content has not been provided within 1 month, Webential reserves the right to place your project on administrative hold. If no data is supplied within 2 months of invoice, the project will be cancelled and subject to cancellation fees.

Client's responsibility towards design

• Client must provide detailed and comprehensive feedback on the new design developed by Webential during the design concept and production review, within 10 calendar days. If no feedback is provided within this time, Webential reserves the right to assume there are no changes required and will move towards completing and launching the website in the same form. Any changes required past this time are subject to our standard rates of $80 per hour.
• If Client would like to try out more layout concepts, the same will cost $150 per layout, with full payment to be made upfront.
• Client is responsible for the digital copyrights to any image provided to Webential for use in the website design.

Terms and conditions for template-based design

• Neither refunds nor credits are available for Template-Based Design services. Template-Based Design service is offered as part of a package deal and is not transferable or redeemable for cash or other services.
• Template-Based Design services are only available for domain names currently being hosted by Webential hosting service, and in the category 'Business Hosting' or higher. It cannot be provided on an alternate domain name.
• The design templates cannot be changed, and the Client can only provide the text and images to be integrated into the template.

Changes required

• Once the Client's website is published by Webential, any minor cosmetic errors or bugs in the website will be rectified by Webential at no additional cost, if reported within 30 days of publishing. Any cosmetic changes, alterations, errors in the code or bugs reported after 30 days of publishing will be charged at $80 per hour or part of an hour thereof.
• Up to 10 changes can be made during the review process by Webential at no additional cost. If more changes are required, they will be charged at $80 per hour or part of an hour thereof.
• After all the changes have been made, and the website is transferred to the Client or their associates, it becomes their responsibility to maintain the website including any changes in the content that can be made using a content editing system.

Payment terms for static websites

Static website design services must be paid 100% in advance. If a Client seeks cancellation or termination, before the website is put into production, a cancellation fee of $300 only will apply. Once the site is published, the cancellation fee is 100% of the project cost and no refund will be available.

Payments terms for CMS & eCommerce websites

For CMS & eCommerce website design services, 50% of the payment must be made in advance and the balance can be paid after the design is selected and before the project is moved into production. If the Client seeks cancellation or termination, before the website is put into production, a cancellation fee of $300 only will apply. Once the site is published, the cancellation fee is 100% of the project cost and no refund will be available.

Merchant facility for eCommerce websites

It's the Client's responsibility to obtain a merchant facility for their eCommerce website from a bank, and Webential is not liable for the same.

Technical compatibility

It's the Client's responsibility to ensure the website developed by Webential is hosted on a server that matches the development server specifications provided by Webential. Webential will not be held liable if the server is not compatible with the specifications, nor is it liable for the resulting errors or loss of functionality.

Training

Once the website is complete and published, any training required by the Client will be charged at $80 per hour for telephonic training and $550 per day for face-to-face training for Clients in the Sydney metro area only. For Clients outside the Sydney metro area, face-to face training will cost $550 per day plus additional costs for travel, lodging and boarding.

Website security

Webential will ensure the code provided by us will be free of any virus, malware or software breaches of any kind. Once the website is published on the Client's servers or environment, it's the Client's responsibility to ensure security of the website and Webential will not be held liable for any security breach on the website and its ensuing consequences.

Placing the project on hold

The Client can request Webential to put the website development on hold for a period of up to 6 months, and on the payment of a one-time cost of $100. Once the hold period crosses 6 months and the Client is still not ready to proceed, Webential will terminate the project, and there will be no refund of any of the monies paid by the Client till that time.

Understanding scope

Website development is an intricate task and involves various details. At the time of elaborating the scope of the project, the Client must provide us all guidelines, workflow, and minor details required to do a thorough job. All our deliverables and quotes will be in accordance with that. Not providing thorough information can result in discrepancies that may be discovered later. Webential will not be held liable for the same, and if there is extra effort required to set the discrepancies right, the Client is obliged to pay for the same.

Scope creep

As described in 1, all requirements must be thoroughly spelled out and the same will be documented by us and presented as a proposal, with cost and time estimates. Once the proposal has been accepted and finalised, thereafter, any additions, changes, enhancements or new requirements with respect to either functionality or design of the project will incur additional costs and result in a new date of delivery.

Managing expectations

Clients must share their knowledge of unique requirements, anticipated challenges, and complex details pertaining to one or more deliverables with Webential. These are important to manage the expectations. Webential will not be held liable for any discrepancy arising out of vague requirements or vague expectations, and setting these discrepancies right may affect the deadlines and incur additional costs that should be borne by the Client.

Unforeseen delays

Webential will do its very best to stick to the deadlines mentioned in our proposal. However, at times, there can be delays due to unforeseen circumstances which are beyond our control, such as those that arise when third party components have to be integrated into the solution provided by us. Webential will not be held liable for such delays, even as we explore workarounds and solutions to minimize the delay.

Third party components

• Webential will not be held liable for improper or ineffective functioning of third party products, software or components that are integrated into the website solution. This includes but is not limited to payment gateway, SSL certificates, etc. It's the Client's responsibility to take regular backups in order to minimize downtime and avoid any disruption to the service.
• Webential will not be held liable for improper or ineffective functioning of open source products such as WordPress, Open Source Carts, Joomla, etc. It is the Client's responsibility to maintain the latest versions of all third party, or open source softwares and components. Webential can also help with such updates, on an on demand basis at a cost of AUD 80 per hour per upgrade.

Copyrights

• Webential CMS is a proprietary product from Webential, and Webential owns copyrights of all code written for the client. Neither can the Webential CMS be transferred to an external host nor can the client access the software codes. In case any exception has to be made, this has to be agreed upon through a formal agreement, prior to starting the project.
• Webential reserves the right to use any custom built software for the Client's project. This will not attract any additional costs and is covered in the project costs unless mentioned explicitly.

Domain & hosting

• Domain registration charges are not included in the project costs, unless mentioned otherwise.
• Hosting charges are not included in the project costs, unless mentioned otherwise. Webential can provide references to hosting solution providers and procure quotations if required, at no additional costs.

Hosting solutions

In case the Client decides to arrange for the hosting, Webential must be involved during the finalization of the type of hosting and database, as it has a bearing on the technologies used by us for the development. Further, Webential will require full access to the hosting servers for testing and deploying the application. Webential will not be liable for delays, errors and downtime caused by the actions of the hosting company.

Test access

Webential reserves the right to deny Clients or third parties any access to its test servers and test websites.

Tech support

Webential will provide tech support of upto 5 working hours to all large and mid-sized projects, for minor alterations to be done, and which will be valid up to 1 month after the final delivery. However, this will not be applicable in case the design, code or any other aspect of the website has been altered by employees of the client or third party vendors working for the Client.

Content

Webential is the rightful owner of all content of this website unless specified otherwise. Webential reserves the right to change content on the website, or policies, without prior notice.

Copyrights

• The copyrights of the project remain with Webential. However, they can be transferred to the Client at an additional cost, after making the necessary payment for the same in full, and signing a Certificate of Acceptance. Exceptions are made for unusual circumstances in which case, Webential reserves the right to not transfer the copyrights or ownership.
• Copyrights provided to a Client are only for redesign and maintenance purposes. They cannot be used by the Client to build a new site or sell the same (including codes) to others for commercial or non-commercial purposes.
• If and when the Client's business goes through a restructuring or change in ownership, the new owners get automatic ownership of the copyrights. However, they cannot use the same to build a new site or sell the same (including codes) to others for commercial or non-commercial purposes.
• The ownership and copyright clauses do not apply to Webential CMS, which is a proprietary product of Webential and cannot be transferred to a Client or external host under any condition.

Credits

In case of a change in ownership or transfer of copyrights to the Client, the new owner (Client) cannot claim or display credits for the new website, until the appearance and functionality of the website are different by over 50% compared to our original output.

Disputes, liability and indemnity

• In the eventuality of a dispute, the Client must pay Webential for the work done so far, as well as for the costs involved in managing the dispute. Discounts that were previously provided may be withdrawn in case of a dispute.
• Webential will not be held liable for any damage or losses resulting from incorrect information about our services, commercials, or general terms and conditions provided by other parties.

Refusal of service

In case of violation of our policies and operational terms and conditions by the Client, Webential reserves the right to refuse service to the Client.

Security

Webential will ensure adequate protection for its systems and servers, and client data, against hacking, viruses, malware and other physical or digital intrusions. However, no guarantee is provided by Webential for the same and we will not be held liable for any loss of data, reputation and disruption of services in the event of such intrusions.

Indemnity

In case of a breach, violation or non-observance of our operational terms and conditions by your staff, you will hold us indemnified and harmless against any claims made by third parties who have used your services, and bear the cost of all losses, costs, liabilities, damages and expenses (including legal costs) incurred by us due to these claims.

Limitation of liability

• EXCEPT AS SPECIFICALLY SET FORTH ELSEWHERE IN THIS AGREEMENT, AND TO THE FULL EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THIS AGREEMENT. WE DO NOT GIVE ANY WARRANTIES (EXPRESS OR IMPLIED) ON THE FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OF ANY GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT. NO INFORMATION (ORAL OR WRITTEN) PROVIDED BY RESELLERS, AGENTS, REPRESENTATIVES, OR EMPLOYEES WILL CONSTITUTE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES HEREBY GIVEN.
• In case of any claim for negligence in connection with services provided by us, our liability will only be limited to the charges paid by you for those services which are the subject of any such claim, provided we are notified by you about the claim within a maximum of 1 (one) year of it being made.
• In no event shall we be liable to you for any loss of business, contracts, profits, anticipated savings, indirect or consequential, even if advised to the possibility thereof, arising out of or in connection with this agreement or services provided by us. We will not be liable in any event, for any damages or claims made in this regard.

Force Majeure

Webential will not be held liable for any breach in the agreement or services provided by us, for reasons beyond our control, including but not limited to Acts of God like fires, lightning, flood, earthquake, war, terrorist attacks, civil disorder, industrial disputes (whether or not it involves our employees), extreme weather conditions, or drastic steps taken by any local or central government department, body or agency.

Notices

Either party can send notices to each other using any of these: email, fax, post/courier to the address of the other party provided in this agreement or subsequently indicated in writing as the official address for communication. The notices will be deemed as served or delivered:

1. On the same day - in case of an email
2. On receipt of an error free transmission report - in case of a fax, and
3. Two days following the dispatch - in case of a post/courier

Severability

If any of the above clauses are held invalid or found to be unenforceable either in whole or part, the invalid or unenforceable wording shall be deemed to be omitted.

Assignment

You may not assign this agreement, its rights and obligations to another party without prior notice to us, and only after having obtained a written consent from the other party, provided us information about the assignee in the format we seek, and upon payment of transfer fee if any specified by us.

Change to terms on renewal

Renewal of a service will be in accordance with the terms and conditions mentioned in the agreement at that time. However, the terms and conditions in the agreement may change with time and for business reasons, which will be duly recorded in an addendum, or a fresh agreement.

Entirety of agreement

This agreement supersedes all prior agreements, understandings or representations either oral or written, and any variation made to the agreement must be in writing and duly signed by authorised signatories from both parties.

Governing law and jurisdiction

This agreement is to be interpreted in accordance with the state laws of New South Wales, and any disputes or conflicts thereof, are submitted to the non-exclusive jurisdiction of the courts of that State, the Federal Court of Australia (Sydney Registry) and appeal courts.

Joint liability

For Client companies that are partnerships with two or more partners involved, liability in all respects under the agreement applies separately to each of the partners, as well as jointly to all the partners together as one entity.

Consent to communications

Once you agree to the terms and conditions, you will receive general communication such as Newsletters, New Product Announcements, Promotional/Seasonal offers, and Surveys, from time to time, for marketing purposes. You can choose to opt-out of this anytime, upon which, we will cease sending such communication to you. However, you will not be able to opt-out of critical Service Notifications, Renewal Notices, Invoices & Billing information, Account related information, Scheduled Downtime or Maintenance notices, etc., as these are essential for the service provided by us.

Currency

All rates, prices and charges quoted by us are in United State Dollars (USD) and Australian Dollars (AUD). GST and any other relevant taxes, duties and levies will be applied unless specified otherwise.

Mode of payment

Invoices can be processed by clients using any mode of payment preferred by them, but must happen as per the schedules mentioned therein.

Please note: Standard payment mode for Clients outside India

We accept International bank wire transfers and PayPal payments. We will provide you with a separate payment request for advance payment. While processing payment, if there is any transaction cost involved then it needs to be taken care of at the Client's end.

Milestone payments

Milestone payments must be made within 5 working days for every milestone, unless mentioned otherwise and mutually agreed. In case of the payment, it must be made before the website goes live.

Also, the project schedule will be based on the project's commencement date.
If there is any change to the date of the project's commencement, then it would affect changes to the planning of the project and all successive delivery dates. The actual schedule and detailed planning of the project would include customer reviews and feedback, which would be defined, based on requirement analysis and wireframes development stage completion.

The commencement and completion dates for the project schedule are subject to customer's feedback and approval on the different stages of the SDLC. Based on the resource allocation, the current schedule is given; however, it may change during the project implementation stage. Thus, if there are any changes in the schedule, it will be informed to the customer after the first commencement meeting.

Acceptance

Payment made by you, is deemed as acceptance of our quote, milestone schedules and deliverable provided.

Refund terms

If Clients cancel the order after making the payment, Webential will apply the following, broad terms for making refunds to customers, depending on how much work has been delivered till then. However, these terms may change on a case-to-case basis.

1. The work has not commenced from our side: we will refund 75% of the payment made by you till then
2. The work has already commenced from our side: we will refund a maximum of 50% of the payment made by you till then.
3. The work is completed from our side: There will be no refund or adjustments for any part of the payment made by you till then.

Also, all cancellation requests must be made in writing and sent via postal mail, courier, email or fax. Telephonic requests for cancellations will not be entertained.

Minor projects

For minor or once-off projects, payments must be made either fully in advance, or as per terms mentioned in the agreement/proposal/invoice sent to you. In case you do not agree to some of the terms and seek a change, you must make a request in writing, within two working days of receipt of the document.

Late payments and outstanding

• Due date is defined as the latest date by which the payment can be remitted, as mentioned in the invoice/proposal.
• Outstanding Invoices: An invoice that is still due for payment after 14 days from the due date is termed as 'outstanding' and such invoices will incur a late payment fee of 10% of the pending amount plus administrative expenses of $5.50 per month calculated starting from the month in which the due date falls.
• Debt Collection: After the late payment fee is applied, the Client is provided a grace period of 7 days to pay the invoice (or 21 days from due date). Continued failure to pay will result in the outstanding amount being referred to a debt collection agency. All charges associated with the recovery including debt collection agency's fees, our administration charges and legal fees, are payable by the client in addition to the outstanding amount.
• Queries: For any queries regarding invoice amount, due date, bank details, you can contact our Accounts Manager whose details are provided in the invoice or reminder emails.

Communication

All communications/correspondences are conducted via email, and it is the Client's responsibility to keep us updated on one or more of their current email addresses.

Payment for 3rd party services

Payments related to domain name registration, its renewal, hosting and its renewal, or any 3rd party products or service purchased by us for use by the Client, will have to be in full in advance and is non-refundable in any event. In case of cancellations for these services, a written request must be sent to us 30 days before the renewal date.

Hosting

In case Clients require a 3rd party hosting provider before starting a project, Webential will build and test the website on our own servers or hosted domains, and then transfer it to the 3rd party's server after all invoices and dues have been paid in full.

Additionally,

• WEBENTIAL pursues all its documentation and communication in English language only.
• WEBENTIAL will display the project on its portfolio and other partner sites once the project is completed.
• Proposal estimation offered is valid for 15 days from the proposal sent date. For any approvals taking place after 15 days need to be re-confirmed with WEBENTIAL's business team.
• In the event of the project's closure or termination in an emergency by the customer, WEBENTIAL will request payment for the work carried out till date, as per resources engaged in the project before we can treat the project as CLOSED or CANCELLED.
• WEBENTIAL will not give any repayments to the customer except mutually agreed by both parties.
• According to the PAYMENT TERMS mentioned in the proposal, the Client has to make the payment. However, if there are any changes in terms, then the Client needs to give us a rectified PO.