Terms and Conditions – BSP Corporate

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 BSP Corporate Trust for its clients.

Please read through our Terms and Conditions, we ask that you do not use our website or service until you have familiarised yourself with them. In the event that you do or are using or have used our service it is understood that you have agreed to our Terms and Conditions.

2. DEFINITIONS

When we say “We”, “BSP Corporate”, “Us” and “our service”, we are referring to BSP Corporate Trust and its respective products and services.

References to the “client”, “you”, “your”, “customer”, and the like refer to you, and your servants agents employees and contractors as one business, under one brand, and operating in one geographical location as listed at the bottom of this document.

3. OUR FEES, DEPOSITS & PAYMENT TERMS:

a) All contracts are subject to either of the following payment terms upon signing of contract:

Normal: 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.

Paid In Full: Discounted as paid in full/upfront

Payment Plan: Cost of Package x 12 months – (must be taken with Monthly Maintenance and Hosting package)

b) Should the website be completed prior to the conclusion of the payment terms, in accordance with content and material supplied and functionality as agreed, all outstanding monies become due and payable immediately. Failure to remit the deposit or any scheduled payment in relation to the signed contract will result in all monies becoming immediately due and payable. No site will be uploaded until all monies under the contract have been paid in full.

c) We reserve the right to ‘switch off’ the website due to non-payment of any outstanding monies due to BSP Corporate at any time. We also reserve the right to charge a processing fee for any payments that are referred to drawer. The Client agrees to pay all charges as incurred through usage of the account + GST within the specified period. Failure to do this may result in the account being suspended and a ‘late fee’ or ‘set-up fee’ + GST incurred. For direct debit methods, your bank account or credit card is automatically debited for the amount outstanding + GST and a tax invoice is submitted to you. These debits will be made regardless of the progress in developing your website.

d) We reserve the right to charge a processing fee for hard copy tax invoices or any fees including bank fees that we may incur during processing your account.

3.1 Annual Charges

The annual charges for hosting/statistics/search engine optimisation/SSL certificates/domain names will automatically renew for successive periods equal to the initial term. The client may cancel any subsequent term by giving 90 days written notice prior to the expiry of that term. The renewal will cover the same services as contained in this contract. The rate payable will increase by 5% each renewal period. The balance of contract payment method that forms a part of this contract will be used to process payments for any subsequent terms.

3.2 EFT Details

Please identify your deposit in the notes field with your business name. Account Name: BSP Corporate Trust | B.S.B.: 036-031 | Account Number: 333996

3.3 Credit Card Payments

Credit Card Payments: Payment by Credit Card will attract the following additional fees. $0.33+ 1.87% / transaction

3.4 Refund Policy

All payments are non-refundable as ample opportunity and choice is provided prior to acceptance of our offer. Our only obligation is the delivery of the products and services you have purchased. All monies will become due upon non compliance by the Client. If the Client fails to remit a deposit after signing the contract all monies will become due 14 days after the due date and in the case of the deposits being paid there will be no refund under any circumstances.

4. CONTRACT TERM – ALL WEB HOSTING PACKAGES

The term is for twelve (12) months from the date of signing. The term is automatically renewed upon each expiry, for a subsequent 12 month period. Unless terminated by either party within 30 days of the date of expiry of the initial and each subsequent 12 month period, these Terms and Conditions will automatically be extended and apply for the following 12 month period.

4.1 Termination and Cancellation

a) Notwithstanding the above terms, you may terminate this agreement early by providing 30 days written notice prior to your required termination date to BSP Corporate, and by immediately paying 50% of all future monthly payments due.

b) Failure to meet payment terms will result in termination of this agreement with BSP Corporate within 14 days of the date payment was originally due. On termination BSP Corporate is owed all outstanding monies including termination costs. There will then be a $110 (incl GST) site reactivation fee.

c) We may terminate your account at our sole discretion in the event of serious breaches such as activities of an illegal or fraudulent nature, or any activity considered not in keeping with the ‘goodwill’ of the service.

Spamming (sending unsolicited promotional electronic mail)
Downloading or storing of content that could be deemed ‘NC’ by the Australian Broadcasting Authority (ABA) or prosecutable under Australian Law. This includes things such as illegal software, software cracks and pornography.
Obscene material, fraudulent or deceptive statements, threatening, intimidating or harassing statements or material which violates the privacy rights or property rights of others, or is likely to be defamatory of another person.

d) We reserve the right to terminate the connection/account at any time if the service is used in a way in which we deem inappropriate. Without limiting the generality of any other clause in these Terms and Conditions, BSP Corporate may terminate this agreement immediately by notice in writing if;

any payment due from the client to BSP Corporate pursuant to this agreement remains unpaid for a period of 14 days; or
the Client breaches any clause of this agreement and such breach is not remedied within 14 days of written notice by BSP Corporate.
the Client becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
the Client, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;
the Client, being a natural person, dies; or
the Client ceases or threatens to cease conducting its business in the normal matter.

Notwithstanding the preceding paragraphs, BSP Corporate may terminate this agreement by giving 14 days’ notice to the client at any time. If notice is given to the Client pursuant to the preceding paragraphs, BSP Corporate may, in addition to terminating the agreement

retain any moneys paid;
charge a reasonable sum for work performed in respect of work which no sum has been previously charged;
retake possession of all property of BSP Coporate in the possession of the Client;
be regarded as discharged from any further obligations under this agreement; and
pursue any additional or alternative remedies provided by law.

5. LEGAL COSTS

Any legal or other costs reasonably incurred by BSP Corporate (including legal costs on a solicitor/client basis) in preparing and serving any demands and or any recovery actions undertaken on behalf of BSP Corporate shall be borne by the Client.

6. 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. Where you fail to supply materials to us, after multiple requests, we reserve the right to commence with website design based on information gathered in the initial meeting and online, so as, to fulfill our obligation of provision of service/website as per signed agreement.

7. COPYRIGHTS AND 3RD PARTY RIGHTS

Where materials are used in the production of your BSP Corporate website, the party providing such materials shall be responsible for:

Obtaining all necessary permission, authorisations, licenses and consents required as well as being responsible for the payment of all royalties or license fees associated with the use of the materials; and
Ensuring that the material provided is not obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for people under the age of eighteen (18) years, and does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.

Where a party provides material it indemnifies the other party against the loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging infringement of its intellectual property rights or any other rights.

7.1 Intellectual Property

a) 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.

b) Your website, its Content Management System (WordPress) and its content are your property. In the event that you wish to terminate the hosting agreement we will return to you all content that is owned by you. This will include images provided by you, and HTML content provided by you or entered via the Content Management System as well as the Content Management System (WordPress).

c) If you need the site installed as is onto another hosting provider, service fees can and will be charged according to the amount of time required to successfully transfer content, content management system and databases. These fees will be charged on a per hour basis, at our standard hourly rates, which can change at any time.

7.2 Stock Images in Your website

The images we use on your website are licensed to you for use on your website by the copyright owner. They cannot be used or re-used for any other purpose without the express permission of the copyright owner. The images can only be used as they were placed onto your website by us. You are not able edit the dimensions in which they appear or copy the images and use them in other promotional materials. If you are looking to own the images on your website or use them for another purpose then please contact us and we will endeavour to put you in contact with the image rights owner. This of course, does not apply to images that you own and provide to us for use on your website.

You are responsible for the having the necessary rights and copyright to provide images to us for use in the design of your website and any images you upload to your website. We will not be held liable for any copyright infringement as a result of your supplied or utilised images on your website.

8. DESIGN VARIATIONS

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 our standard hourly rate.

9. 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.

9.1 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.

9.2 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.

10. WEBSITE PRESENTATION

b) The marketing of the website will not commence until receipt of all outstanding monies owed under the contract are paid in full.

c) All intellectual property associated with search engine marketing will be removed upon cancellation of the search engine service.

d) BSP Corporate reserves the right to levy additional charges for concept redesigns beyond the initial design concept.

e) BSP Corporate reserves the right to access statistical data derived from the Client’s website and use it for its own purposes, including, but not limited to effectiveness analysis and promotion.

f) BSP Corporate reserves the right at all times to promote (or not promote at its discretion) a Client’s website for the purposes of BSP Corporates’ own marketing through appropriate means including, but not limited to, the placement of the BSP Corporate logo and hyperlink on the footer of all Client’s websites and listing of the Client’s website in a BSP Corporate directory.

g) A graphical or text link will be placed on your web site, at BSP Corporate’s own expense, which shall hyperlink to BSP Corporate’s own website. We also hold the right to include logo, promotional text including a hyperlink to BSP Corporate’ own website and at the bottom of each e-newsletter email sent from your Mailchimp account.

11. CLIENT AMENDS/CHANGES

BSP Corporate prides itself in providing good customer service. We encourage input from the Client during the design process, however we understand that Clients may request significant design changes to pages that have already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum. If significant page modification is requested after a page has been built to specification, we hold the right to charge additional fees for incurred costs. Some examples of significant page modification at the request of the Client include:

Developing a new structure to accommodate a substantial redesign at the Client’s request.
Recreating or significantly modifying the company logo graphic at the Client’s request.
Replacing more than 75% of the text to any given page at the Client’s request.
Creating a new navigation structure or changing the link graphics at the Author’s request.
Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.

12. FUTURE ALTERATIONS AND COSTS

Once your website is live to the web, any design alterations or amendments that are required by you to be made to the website, will incur additional costs at our standard hourly rate.

13. LICENSING

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.

14. 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.

15. 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.

16. DISCLAIMER & WARRANTIES

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 BSP Corporate Trust 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.

a) The website is provided “as is” and without warranties of any kind either expressed or implied. To the fullest extent permissible pursuant to applicable law, BSP Corporate disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

b) BSP Corporate does not warrant that the functions contained in the system will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components.

17. LIMITATION OF LIABILITY

a) Where there is a failure or omission by BSP Corporate to comply with our obligations under this agreement, liability shall be limited to the correction of the goods or services supplied.

b) BSP Corporate shall be under no liability to you in respect of any loss or damage which may be suffered or incurred or which may arise directly or indirectly in respect of a failure or omission on our part to comply with our obligations under this agreement.

c) BSP Corporate may insert a disclaimer on your website that limits the liability of BSP Corporate and any other party as it sees fit, to any users of your BSP Corporate solution to the maximum extent allowable under any law.

Except as expressly provided to the contrary in these Terms and Conditions, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the services or to this agreement are excluded. Without limiting the generality of the preceding sentence, BSP Corporate shall not be under any liability to the client in respect of any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the failure or omission on the part of BSP Corporate to comply with its obligations under this agreement. The Client acknowledges and accepts that BSP Corporate shall not in any circumstance be liable for any costs damages or expenses of any nature for anything relating to the business of the client.
The liability of BSP Corporate for any breach of any law or term of this agreement shall be limited, at the option of BSP Corporate, to only one of the following:

the supplying of the services again; or
the payment of the cost of having the services supplied again.

BSP Corporate shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to force majeure.

18. SUBCONTRACTING

We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.

19. NON-DISCLOSURE

We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.

19.1 Confidentiality

The Client shall not except as authorised by BSP Corporate, reveal to any persons person or company any of the trade services secret or confidential operations processes techniques manufacture products designs or dealings or any information concerning the organisation business or affairs of BSP Corporate which may come to the client’s knowledge and shall keep with complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to BSP Corporate or may be likely to do so. This restriction shall continue to apply after the period of this agreement without limit in point of time but shall cease to apply to information which may come into the public domain.

20. 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.

21. BACKUPS

We maintain internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract. While the backup system is fully redundant, it is not guaranteed. Backups are made daily and are archived for 1 month before being destroyed.

22. DOMAIN NAMES AND WEB HOSTING

a) With the signing of the contract agreement you authorise the transfer or renewal of your domain name to BSP Corporate. 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.

b) BSP Corporate provides hosting services. Your BSP Corporate website will be hosted via BSP Corporate by a provider of our choice, and subject to the services and requirements of BSP Corporate’s contract with its hosting provider. We will make all reasonable efforts to ensure that our websites and associated services are online at least 99% throughout the calendar year. However, this will not always be the case.
There are times when your website or associated service will be down, sometimes for things that we can’t control and others that we can. When our service is offline we will take every reasonable measure to get you back online promptly.

If your website is offline then please contact us and we will try to fix the problem as soon as possible. We will not be liable for loss of sales, leads or reputation from using our service.

c) We will not be held liable for any action or inaction relating to our service. We offer our services at highly competitive rates. We believe that our websites are highly secure from the actions of hackers, viruses and other problems on the internet but can make no guarantees. It is up to you to back-up and ensure the integrity of your data offline.

d) We endeavour to provide at least 99% uptime on all of our hosting. If however in a given month, we do not reach this target, we will not offer compensation. We do our best to keep our system online but cannot be held responsible when websites are offline.

23. 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 Australia. You and BSP Corporate Trust submit to the non-exclusive jurisdiction of the courts in and of Australia in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.

24. CROSS BROWSER COMPATIBILITY

By using current versions of well supported content management systems such as “Joomla” and “Wordpress” etc, 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.

25. E-COMMERCE

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 BSP Corporate Trust and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

26. CONTENT MANAGEMENT

“Unlimited” content management only applies for updates to existing pages. The intention of the “Unlimited” content management package is to offer great value and a hassle free web services. If we feel that anyone is engaging in this offer with the intent to exploit it and is using the service excessively above and beyond normal use we reserve the right to limit the services. We consider fair use to be less than 10 changes / month. Revisions above this will be billed by the hour. “Fair use” policy applies – If we reasonably consider your use of the Fair Use Services is unreasonable, we may, at our sole discretion terminate the plan in accordance with our agreement with you.

27. PRINT DESIGN

27.1 Print Approval

* WARNING – PLEASE READ BEFORE APPROVAL *

a) YOU are solely responsible for the cost of any reprint required as a result of any errors, omissions, copyright infringement and/or trademark infringement on the artwork after you have approved it for production.

b) Mobile phone screens can not be trusted to display proofs correctly. Approving proofs on a phone is done entirely at your own risk and we will not accept ANY responsibility for loss or damages as a result.

c) All care has been taken to ensure this artwork is correct. However, due to the possibility of computer and human error the entire job will need to be re-checked after each set of changes, not just the part that has changes made to it.

d) PLEASE DO NOT APPROVE UNLESS YOU HAVE CHECKED ALL DETAILSincluding spelling, names, phone, fax, email, technical details, omissions, print quantity, paper, finishing, any changes made, colour selection.

e) We will not organise for the print of your job until you have approved it in writing. Your written approval is binding. Approvals by email are accepted by us on the condition this notice has been read and the proof checked. By approving this job for print you are agreeing to be bound by these terms.

f) Approvals by email are accepted by us on the condition this notice has been read and the proof checked.

g) By approving this job for print you are agreeing to be bound by these terms.

h) Computer monitors and colour printers can not and must not be relied on to display colour accurately. Also, due to a number of factors colour shift between print runs is inevitable. Therefore we can not be held liable for any issues over colour reproduction that fall within our standard operating parameters. If exact colour reproduction is required please let us know at time of order and we will discuss the various options with you

i) All design work must be paid for whether the job gets printed or not.

j) Payment in full is required on or before collection or delivery of finished job unless by prior.