You are encouraged to read these terms of services carefully before using our products and services. These terms and conditions constitute the agreement between web pro tech (which will hereafter be referred to as we, us, or our), and users of our products and services (where hereafter is referred to as (you or your). This is the most important agreement between you and us. In case of any discrepancy between any other agreements reached between you and us and the content of these terms and conditions. These terms and conditions shall prevail.
CHANGE OF TERMS AND CONDITIONS
1.1 These terms and conditions can only change provided we notified you of the change or post new terms and conditions on this web page. Once the notification is made, your continuous patronage stipulates your agreement with the change.
Notice of change will be given 30 days before it becomes effective, except.
1) If the change is necessitated by government law or regulation
2) If the change is of benefit to you
3) If the change does not affect you
4) If the change is necessary for the security of our system
WORK ORDER
2.1 The term work order as used in this agreement terms means the details, and terms of the products, and services we provide for you.
2.2 The work order agreement will remain in place until you terminate it according to the work order terms and conditions.
Either you or we can withdraw or add to the services included in the work order following the work order terms and conditions.
PRODUCTS AND SERVICES
3.1 It is our responsibility to provide services according to the way we agreed with you provided it is in line with the content of these terms and conditions.
3.2 Services that require human involvement will be carried out during business hours on business days.
3.3 All days of the week except Saturday, Sunday, and public holidays are considered business days while our business hours are from 8:30 am to 5:30 pm.
3.4 While we will try our best to provide quality services as much as possible we do not guarantee 100% error-free services.
3.5 While we will work hard to ensure you get the best result from the use of our services, we do not guarantee a specific result.
3.6 While we accept responsibility for error in services caused by our mistakes, we do not accept responsibility for problems in services due to any of the following:
Problems arising from services, equipment, software, action, or inaction of a third party
Any problem arising from equipment or software provided by you, delay in the provision of content by use, misuse of equipment, software, or services by you.
Problems arising from Force Majeure occurrences.
3.7 The use of our services does not automatically guarantee you comply with any law, legislation, expectation, or standard.
3.8 The result obtained from our services may be affected by a change in policy, technology, business methods, government directive, and user interface which we have no control over.
3.9 You may request an out-of-scope- service, but it is within our discretion to accept it.
3.10 By out-of-scope services, we mean services that are not in the work order.
3.11 Should we agree to render out-of-scope services for you, it will be charged at an hourly rate based on the agreement reached with you.
3.12 We may change our service to accommodate changes in technology provided you are notified well before the changes become effective.
3.13 We may appoint an individual, an agency, or a separate firm to carry out services (or part of a service) we are supposed to provide for you. In that case, the individual, agency, or firm is bound by the same rule as us. It is our responsibility to ensure that our subcontractors comply with all the terms of the agreement.
YOUR OBLIGATION
4.1 You may be responsible for the provision of some content or material.
4.2 You are to provide instruction on the scope and specification of the services you require from us.
4.3 You may be required to provide evidence of your legal right to instruct us to carry out specific services for you.
4.4 You may be required to nominate a representative to negotiate with us on your behalf and to make decisions and instruct us on your behalf. You accept responsibility for any decision or instruction given by your representative.
RESPONSIBILITY
5.1 When you ask us to carry out a task for you, testify that you have the legal right, copyright, license, or authority that may be required for such task, and that providing such service is not against any law, right, legislation, privacy, anti-spamming right of any individual, organization or society.
5.2 Limit of Our responsibilities
5.1 When you ask us to carry out a task for you, testify that you have the legal right, copyright, license, or authority that may be required for such task, and that providing such service is not against any law, right, legislation, privacy, anti-spamming right of any individual, organization or society.
5.2.1 Except stated in the Work Order, our responsibility does not include the
- a) Training of your staff on how to use our services
- b) Backing up of deliverable and recovery of lost data
- c) Hosting and maintenance of deliverable
- d) Results from the use of our services
- e) Software and services obtained from the third party
PAYMENTS
6.1 Payments
6.1.1 Each Work Order will contain details of the required payment
6.1.2 Any other required payment would be communicated to you by issuing an invoice.
6.1.3 Invoices to be paid by direct debit are payable on the date of issue while bank transfer must be seven days from the date of issue.
6.1.4 All forms of payment must be made in Australian dollars.
6.1.5 Should you think there is an error in an invoice, you must bring it to our attention before it is due to be paid.
6.1.6 While we try to resolve any dispute you make with an invoice you must pay part of the invoice that is not disputed.
6.1.7 If there is a dispute in any part of the invoice, your services will not be terminated while the dispute is being resolved.
6.2 Default in payment
6.2.1 Your failure to pay your fee after the due date can lead to us suspending all service or part of services we are providing for you or retain a lien over your material, equipment, or data that is with us.
6.2.2 We may charge you up to a maximum of $180 plus GST as an administrative fee for not paying your fee on time.
6.2.3 If you default payment for more than 60 days, we may involve a debt collector or may also inform the credit reporting agencies.
6.2.4 Should we take any action to enforce the payment of your fees, you will be responsible for all the costs.
PRIVACY
7.1 Confidential information of any party or representatives, agents, employees, or directors of a party in this agreement may not be disclosed by the other party, except:
- a) If agreed upon by both parties.
- b) If required by the law.
- c) To comply with the rules of a stock exchange.
- d) To be used for professional advice under the condition that the advisory is also bound by the content of this confidentiality agreement.
7.2 Any party may request the return or destruction of its confidential information or those of its representatives, agents, employees, or directors in the possession of the other party.
RIGHT TO INTELLECTUAL PROPERTY
8.1 We retain the ownership right of any intellectual property that we developed dependent or independent of this agreement even if they are used to providing services to you or instructed by you.
8.2 You retain the ownership right of any intellectual property in your Client Material
8.3 After paying our fees in full, you have all the right to use, modify or adapt any intellectual properties developed by us for your services For commercial purposes following the terms of the Work Order.
8.4 You may not sub-license another party, the right to use the materials except if it is meant for your commercial purposes.
8.5 You may not sell, sublicense, rent, lease, lend, modify, alter, translate, reproduce, transmit, distribute, publish, adapt, or edit any part of the services we render you without our written permission.
8.6 You may not use our services in any illegal way.
RIGHT TO PUBLICITY
By using our services, you agree that we may promote your business in our portfolio and describe our services to you in our advertisement, and for marketing and promotional purposes. We may also provide links to your business in our portfolio.
INDEMNITY AND LIMITATION OF LIABILITY
10.1 By reaching an agreement, each party agrees to
- a) Be responsible for any liability arising from own misconduct, negligence, or failure.
- b) Release and indemnify the other party of any liability arising from own misconduct, negligence, or failure.
- c) Defend the other party against any liability arising from own misconduct, negligence, or failure.
10.2 RESPONSIBILITY FOR OWN ACTIONS
10.2 Each party agrees to release and hold harmless, indemnify and defend the other party and that Indemnified Officers against any Claim or Liability from or concerning:
- a) its negligence or malpractice, or reckless or intentional misconduct, and
- b) its failure to perform its obligations and responsibilities under this Agreement.
10.3 RESPONSIBILITY FOR CLIENT'S ACTIONS
10.3.1 By using our services you agree to release, indemnify and defend us and our indemnified officers against any liability arising from your action, inaction, instruction to us, breach of the law, the action of your staff, and whomever you allowed to use your login and password.
10.3.2 By using our services you agree to release, indemnify and defend us and our indemnified officers against any liability arising from data loss, interruption, downtime, any other action beyond human control that may arise after we have delivered the services.
10.3.3 By using our services you agree to indemnify us for any financial cost arising from your breach of this agreement.
10.4 LIMITATION OF LIABILITY
10.4.1 You get our products and services exactly as they are and without a warranty
10.4.2 We do not accept liability for indirect, economic, and consequential loss
10.4.3 Our total liability for any services or products rendered or provided for you shall not exceed the total amount you paid us for the product or service.
10.4.4 Our liability on the services we provided (and liability of our Indemnified Officers) is only limited to any of the following options:
We may refund the amount you paid for the services
We may provide the services again
We may pay you the cost of getting the services again
10.4.5 Our liability on the products that we provided (and liability of our Indemnified Officers) is only limited to any of the following options:
We may refund the amount you paid for the product
We may supply the product again
We may repair the product
We may pay you the cost of getting the product supplied again
We may pay you the cost of repairing the product
11.0 SUSPENSION OF SERVICES
11.1 Your services may be suspended if:
You default in your payment or your payment is dishonored or reversed.
You do not provide the needed Client Materials
You do not give us the needed instructions
11.2 If your service is suspended you are still obliged to pay us.
11.3 Your services under suspension will be continued as soon as the issues that caused the suspension are resolved.
FORCE MAJEURE
In the case of a Force Majeure Event, the affected party must inform the other party as soon as possible. This will lead to an immediate suspension of the obligation of the affected party throughout the time the party is affected by the Force Majeure event. If a Force Majeure event lasts for more than 7 days any party is free to terminate this agreement.
TERMINATION
In the case of a Force Majeure Event, the affected party must inform the other party as soon as possible. This will lead to an immediate suspension of the obligation of the affected party throughout the time the party is affected by the Force Majeure event.
If a Force Majeure event lasts for more than 7 days any party is free to terminate this agreement.
13.1 Any party may terminate this agreement through a written notice for any of the following reasons:
Dishonesty
Misconduct
Negligence
Insolvency
Not remedying notice of default
13.2 Any party may terminate this agreement without any reason if a written termination notice is delivered at least a day before the termination.
13.3 This agreement is automatically terminated on the day all advanced payments end.
13.4 All invoices issued must be paid in full upon termination of agreement whether they are due or not.
13.5 Until all payments are made in full we will retain a lien over all data
NON-SOLICITATION
14.1 You may not hire, entice, solicit, or interfere with any of our staff, contractors, or representative either directly or through a third party.
14.2 You may be charged a fee for recruiting and training of a replacement if you solicit, hire, entice, or interfere with our staff, contractor, or representative. The amount payable by you for this action is 50% of the annual salary of the staff, contractor, or employee you solicit.
13.0 RESOLUTION OF DISPUTE
13.1 A dispute may be settled by meditation upon receiving a written notice for such an arrangement from any party who wishes to initiate the process.
13.2 Upon receiving the written notice, the matter must be referred to an independent mediator within 21 days.
13.3 Both parties must contribute equally to the mediation
13.4 If the parties failed to agree on a mediator each party may request the Law Society in its state to provide a mediator.
13.5 Either party may approach the court but not before 28 days after the notice of mediation had been written.
GENERAL
14.1 The decision of a court with competent jurisdiction under the laws of NSW, Australia supersede this agreement and both parties will abide by such ruling
14.2 If a court ruled that any part of this agreement is invalid, the court decision shall stand but shall not affect the validity of other parts of this agreement.
14.3 Delay to enforce the right giving to a party in this agreement does not constitute a waiver of the right.
14.4 If both parties agree to change or amend the contents of this agreement, such a decision must be put to a written form and duly signed by both parties. If in digital form, it must be communicated through e-mail in clear terms.
PART B
15.0 AUDITS
15.1 If you request our service, you hereby permit us to audit (or check) your website and/ or any other platforms through which you carry out your services. We will conduct this audit including auditing of your computer systems, software, hardware, data, and any other material that is necessary for the provision of our services before we embark on the provision of the services.
15.2 If during the audit, we discover any issue that needs to be resolved before we can provide our services, we will notify you in written form. If this may lead to a change in agreement we will notify you in a written form of an estimate of additional fees that may be required or adjustment in fees and scope of our services.
15.3 After the written notice of adjustment in fees, we can proceed to negotiate and reach a new agreement. However, if we fail to reach a new agreement, any of the parties are free to terminate this agreement by issuing a written notice of termination.
16.0 DURATION OF SERVICE
16.1 The service period is from the Start Date and runs till the end of the provision of the services.
16.2 The start day could be the date agreed in written form by both parties to start the services, or 5 business days after the completion of the tracking set up, or the date of amendment of the Work Order after the audit. In the case of more than one of these possible dates being feasible, the latest day shall be taken as the Start Date. 16.3 Services are provided on a monthly basis irrespective of the payment plan. 16.4 Provision of services may be delayed even after the Start Date if any payment, Client Material, log in details, and password to be provided by you have not been fully provided. 16.5 At the expiration of the service period, either party can suspend or end the agreement. 16.6 In a situation where no party suspends or ends the agreement, the services are automatically renewed for another service period under the same service terms.
