Terms and Conditions
1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Innitech IT for its clients.
2. OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work. The remaining 50% shall become due when the work is completed to your reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
3. SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where you fail to supply materials, and that prevents the progress of the work, we have the right to invoice you for any part or parts of the work already completed.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification.
Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of € 75.00 per hour.
5. PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.
6. APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
7. REJECTED WORK
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.
Upon completion of the 7-day review period, we will invoice you for the 50% balance of the project.
9. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and its related software and contents for the life of the website.
11. SEARCH ENGINES
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.
12. CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Innitech IT under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
16. ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.
18. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.
19. GOVERNING LAW
The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Tasmania. You and Innitech IT submit to the non-exclusive jurisdiction of the courts in and of Tasmania in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.
20. CROSS BROWSER COMPATIBILITY
By using current versions of well supported content management systems such as “Joomla”, we endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Innitech IT and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.
Terms and Conditions for Web Hosting Agreements
These Terms and Conditions govern the performance of web hosting services supplementary to the General Terms and Conditions.1. SERVICES
Innitech IT shall render memory and computing capacity available, on a server operated by webfactory, for the storage of websites and for the operation of applications that can be utilised via the internet.
Innitech IT shall create, grant and maintain the connection between the server and the internet so that the data stored on the server can be transmitted to the calling computer without disruption and whenever required by external computers in the internet (clients) by means of the common internet protocols.
Innitech IT shall endeavour to render the data, stored by the contract partner in accordance with the Terms and Conditions of the agreement, available to the global public via the internet 24 hours a day, seven days a week. Innitech IT does not accept liability for successful access to the respective website, insofar as networks are used that are not exclusively operated by Innitech IT or its direct contractors including their interfaces to third party networks.
Innitech IT shall schedule maintenance times for the optimisation and improvement of performance of the systems providing the services, which are, on principle, outside the usual business hours, generally on Sunday between 2 am and 3 am and are only utilised as required. During these maintenance times Innitech IT may shut down its technical facilities as necessary and to a scope that is restricted to a minimum. The customer shall be informed of the execution of maintenance outside the abovementioned maintenance times by email in a timely manner.
Innitech IT shall endeavour to render the systems available via internet for at least 98.5% of the annual operating time (availability).
Innitech IT shall execute an automatic backup of the stored data on a daily basis. The backup copies shall in general be stored for a period of 60 days.
2. SUPPLEMENTARY SERVICES
Innitech IT shall also offer the following supplementary premium services, on request:
Domain registration: on request, Innitech IT will register domain names on behalf of the customer with the respective issuing body. The customer authorises Innitech IT to issue all declarations or execute all activities necessary for registration of a domain with the respective issuing body, on behalf of the customer. The customer can only expect the actual assignment of the domain name once this has been confirmed by webfactory. Innitech IT shall not accept liability and provides no guarantee in respect of the assignment of the domain name orders. The customer shall indemnify Innitech IT against any third party claims in respect of the domain name selected.
Establishment of access statistics: Innitech IT shall draw up access statistics on the web server for the customer. For this purpose, the server log files are evaluated on a daily basis. Customers can call current and historic statistics for whatever period required via a protected website. The historic statistics are stored for a period of at least two years.
Spam protection: Innitech IT shall monitor the incoming emails of the customer and shall mark emails that most likely contain undesired advertising (socalled spam emails). Innitech IT shall attempt to mark the emails as reliably as possible (marking of as many spam emails as possible, if possible, no marking of desired emails).
3. OBLIGATIONS OF THE CUSTOMER
The customer is responsible for maintaining its data on the server. The customer is given a password and the internet address to alter and update the data.
The customer is obliged not to disclose the login information to unauthorised third parties. Customers shall inform Innitech IT immediately if they obtain knowledge that unauthorised third parties are aware of the password. Unauthorised third parties are not such persons who utilise storage, which forms the subject matter of the agreement, with the knowledge and agreement of the customer.
Customers shall provide assurance that they do not enter any contents, which infringe legal regulations, third party personal rights and trademark rights or morality. Customers must in particular heed the data protection provisions to the benefit of the users.
In the event of an infringement of the above condition, customers are obliged to refrain from all further infringements, to compensate Innitech IT for the resultant or resulting loss and to indemnify and exempt Innitech IT from third party claims for damages and the reimbursement of expenses caused by the infringement. The exemption obligation also extends to the obligation to fully exempt Innitech IT from all legal defence costs (costs for courts, lawyers, etc.).
This does not affect webfactory’s right to take further measures, in particular to bar the contents and to issue an extraordinary notice of termination.
4. TEMPORARY BAR
Innitech IT is entitled to disrupt the connection between the stored data and the internet on a temporary basis (barring of the system) if sufficient indications in respect of illegal contents of the stored data exist, in particular as the result of a warning by a supposed infringed party, unless this is obviously unfounded, or as the result of investigations by state authorities. The bar shall be restricted to the supposed infringing contents, if possible. The customer shall be informed of the bar and should be given the reason. The customer shall also be requested to remove the supposed illegal contents or to present their legality and prove it, if necessary. The bar shall be removed as soon as the suspicion has been invalidated.
If the customer operates programs on the rented storage space, which could negatively impact or, due to known security flaws, threaten the operating characteristics of the systems of Innitech IT or its agents, Innitech IT is entitled to immediately bar the offer of the customer. The bar shall, if possible, be restricted to the programs causing the negative impact. The customer shall be informed immediately of the bar and should be given reasons.
Innitech IT is further entitled to temporarily disrupt the connection between the stored data and the internet if the customer, on two successive occasions, defaults in paying the agreed fee or a significant part thereof. Innitech IT shall inform the customer that it intends to execute a bar at
least 48 hours prior to actual execution. After payment of the arrears, Innitech IT shall immediately remove the bar.
Despite the bar of an offer for one of the above mentioned reasons, the customer is obliged to pay the agreed fee, even for the period where the bar applies.
5. DISRUPTION OF AVAILABILITY, OTHER DEFECTS
If disruptions of system availability occur, the customer shall inform Innitech IT of this immediately. Innitech IT shall attempt to remove the disruption of availability immediately.
In the event of longterm, substantial defects of storage, Innitech IT is entitled to remove the defects within a period of grace of 14 days granted by the customer. If a substantial defect cannot be removed within the period of grace, the contract partner can reduce the fee payable.
6. ADDITIONAL LIABILITY PROVISIONS
Innitech IT is not responsible for the content of the customer’s saved data or the saved contents. Innitech IT also does not accept liability for damage suffered by the customer due to alterations of the saved data by the customer or other internet users.
In addition, Innitech IT is not liable for any damages caused by the circumvention of password protection and similar protection facilities through “hacking” on the server used by the customer. Innitech IT and the customer are both informed of the fact that a binding assurance regarding the security of these protection facilities is not possible due to the manifold opportunities of unauthorised third parties to influence the system in and via the internet.
The web hosting fees are payable by the customer in advance, at the beginning of a quarter, following invoicing.
The agreed flat rate comprises an individually agreed volume of storage and monthly data transfer volume. In the event that the agreed volumes are exceeded, the customer shall pay an additional fee. Innitech IT shall inform the customer that the volumes have been exceeded
immediately after determining this, at the latest, however, when sending the next regular invoice. If such information is not provided, the obligation to pay the additional fee no longer applies.
The agreement is concluded for an indefinite period.
The agreement can be terminated by both parties to the end of a quarter. The notice of termination must be received by the respective recipient at least two months prior to the day that it should become effective. This does not affect the right of the contract partners to issue a termination for cause.