Penrith Web Developer (freelancer entity – Ting Long Andy Yip, ABN: 46 789 067 828) (“We”, “Us”, or “Our”) provides web design, development, maintenance, and related digital services (“Services”).
By engaging Us to provide Services, you (“The Client”, “You”, or “Your”) agree to be bound by the following Terms and Conditions.
1. Acceptance and Scope of Work
1.1. Project Agreement: All Services are governed by a separate written proposal or Statement of Work (SOW) provided by Us and accepted by You (the “Project Agreement”). 1.2. Scope of Work: The Project Agreement outlines the scope of work, project deliverables, estimated timelines, and pricing. Any work outside this agreed scope will be considered a Change Request and may incur additional charges and require a revised timeline. 1.3. Binding Terms: These Terms and Conditions, together with the Project Agreement, form the entire agreement between Us and You.
2. Fees, Invoicing, and Payment
2.1. Pricing: All prices quoted are valid for thirty (30) days from the date of the quote and are exclusive of GST unless otherwise stated. 2.2. Payment Schedule: A non-refundable deposit (typically 50% of the total estimated fee) is required to commence work. Subsequent payments will be scheduled as milestones are reached or as mutually agreed upon in the Project Agreement. 2.3. Invoicing: Invoices are issued electronically and are payable within seven (7) days of the invoice date unless otherwise specified. 2.4. Late Payments: We reserve the right to suspend or terminate Services, withhold source code, access credentials, and transfer of intellectual property (IP) rights until all outstanding invoices are paid in full. Late payments may incur interest at a rate of 2% per month or the maximum rate permitted by law. 2.5. Cancellation: If the Project is cancelled by You after work has commenced, You agree to pay for all work completed up to the date of cancellation, based on an hourly rate or a pro-rata portion of the Project Agreement fee, in addition to the retained non-refundable deposit.
3. Client Obligations and Responsibilities
3.1. Content and Materials: You are responsible for providing all necessary content, images, logos, copy, data, and access credentials (e.g., hosting, domain) required to complete the project in a timely manner. 3.2. Timeliness: Delays caused by the late provision of content, feedback, or approvals by You may result in adjustments to the project timeline and delivery date. 3.3. Authorisation: You warrant that You have the legal right and authority to use all text, images, and materials provided to Us for the Project and that their use will not infringe on any third party’s intellectual property rights. You agree to indemnify Us against any claim arising from Your content. 3.4. Review and Approval: You must review all deliverables promptly (typically within 48 hours) and provide feedback or approval. Sign-off on final deliverables indicates acceptance of the work.
4. Intellectual Property (IP)
4.1. Client IP: You retain all intellectual property rights to any text, images, data, or materials You provide to Us. 4.2. Developer IP: We retain the IP rights to any development tools, programming code, custom scripts, content management system (CMS) components, or non-unique software routines developed or used by Us to create the final product (the “Background IP”). 4.3. Transfer of IP: Upon full and final payment of all invoices relating to the Project, We will transfer all intellectual property rights, specifically relating to the unique visual design and functional elements of the website deliverables, to You. This transfer excludes the Background IP (which We license to You for use with the final product) and third-party commercial software/licences (which remain subject to their original licensing terms).
5. Hosting and Maintenance
5.1. Hosting: We may offer third-party hosting services. While We take reasonable steps to ensure service reliability, We are not responsible for downtime, data loss, or server-related issues caused by the hosting provider. 5.2. Maintenance: Website maintenance, security updates, and bug fixes are only included if explicitly defined and paid for in the Project Agreement or a separate maintenance contract. 5.3. Post-Launch Warranty (Bugs): We offer a limited warranty period (typically 30 days) from the launch date to fix any coding errors or technical bugs discovered that were directly caused by Our work. This warranty does not cover issues arising from: * Client or third-party modifications to the code. * Updates to third-party software (e.g., CMS, plugins). * Browser incompatibility with outdated or unsupported software. * Hosting environment issues.
6. Limitation of Liability and Indemnity
6.1. No Guarantee: We do not guarantee that the Services provided will be uninterrupted, error-free, or meet every requirement, nor do We guarantee specific commercial results (e.g., sales, search engine rankings). 6.2. Limitation: To the maximum extent permitted by Australian law, Our total liability for any claim, loss, or damage arising from the Services shall not exceed the total fees paid by You to Us for the specific Services giving rise to the claim. 6.3. Indirect Loss: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities. 6.4. Indemnity: You agree to indemnify and hold Us harmless against any claims, losses, liabilities, costs, and expenses (including legal fees) arising from Your use of the Services, Your content, or Your breach of these Terms.
7. Governing Law
7.1. Jurisdiction: These Terms and Conditions are governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that state.
8. Contact Information
8.1. Contact: For any questions regarding these Terms and Conditions, please contact:
Penrith Web Developer
Email: penrithweb@gmail.com
Phone: +61 493 217 490