Website Development Terms and Conditions

BACKGROUND

  1. The Website Operator wishes to appoint the Contractor to develop the Website.
  2. The Contractor has agreed to accept the appointment by the Website Operator on the terms and conditions in this agreement.

OPERATIVE PROVISIONS

1          Definitions and interpretation

1.1 Definitions

In this agreement, unless a contrary intention appears:

Acceptance Tests means the acceptance tests, or criteria for acceptance, for each of the Phases of the Website as set out in the Specifications and carried out in accordance with the Plan.

Business Day means a day on which the Commonwealth Bank of Australia is open for business in Queensland.

Business Hours means from 9:00 am to 4:00 pm on a Business Day.

Confidential Information means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to either party, their sublicensees, agents, employees, End Users, the Plan, Documentation, Services, Website, Intellectual Property Rights, its affairs or businesses, sales, marketing or promotional information, the terms of this agreement, the Fee payable under this agreement, and including any such information in the party’s power, possession or control concerning or belonging to any third party. However, it does not include information that:
(a) is or becomes part of the public domain, otherwise than by breach of this agreement;
(b) is lawfully obtained from another person without any restriction as to use and disclosure; or
(c) was in either party’s possession prior to disclosure to it by the other party.

Contractor Proprietary Rights means Intellectual Property Rights that were created, developed or acquired by the Contractor, or any sub-contractor, other than for the purposes of providing the Website or Services under this agreement including:
(a) any computer programs and computer code developed by the Contractor, or any sub-contractor; and
(b) which computer programs and computer code may be included in the computer programs which operate the Website.

Documentation means the written material described in item 1 of schedule 1.

End User means any person who accesses the Website.

Error means where the computer code used in the Website is incorrectly written or does not perform the intended function or effect. Examples of errors include:
(a) any deviations from the Specifications;
(b) any deviations from commonly accepted standards for normal and correct operation of the computer programs of the type used to develop the Website, even if not explicitly mentioned in the Specifications;
(c) internal Website navigation links that do not work; and
(d) elements of the Website, such as sound, text, graphics, still or moving images, which do not appear in their designated area of the Website, or at the correct time, or in the correct sequence.

However the matters set out in item 10 of schedule 1 are not errors as they are matters outside the control of the Contractor.

Fee means the amount payable to the Contractor as set out in item 6 of schedule 1.

Fee Structure means the schedule of payments and/or the manner of payment as described in item 7 of schedule 1.

Final Concept means the written material and artwork describing:
(a) the structure of the Website;
(b) the outline of the internal navigation of the Website; and
(c) the contents of Website.

Force Majeure Event means:
(a) any action or omission outside a party’s reasonable control, by which the party relying on the event is prevented from or delayed in performing its obligations;
(b) any outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority;
(c) any industrial dispute;
(d) any governmental restraint; or
(e) any other event which is not within the reasonable control of the parties.

GST means any goods and services tax under the GST Act or a tax of a like or analogous nature that is imposed, assessed or levied in relation to any supply made of goods, services or any other thing under this agreement.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any associated legislation and regulations.

GST Invoice means a valid GST tax invoice in a form that complies with the requirements of the GST Act, for each taxable supply under this agreement.

Insolvency Event means, in relation to a party:
(a) a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act 2001 (Cth) (Corporations Act)) or similar official, appointed over any of the assets or undertaking of the other party;
(b) the party suspends payment of its debts generally;
(c) the party is, or becomes unable to, pay its debts when they are due or is, or becomes unable to pay its debts or is presumed to be insolvent within the meaning of the Corporations Act;
(d) the party enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
(e) the party ceases to carry on business or threatens to cease to carry on business;
(f) a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator; or
(g) an application or order is made for the winding up or dissolution of the other party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the other party, otherwise than for the purpose of an amalgamation or reconstruction that has the prior written consent of the first party.

Intellectual Property Rights means any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyright and rights in the nature of or analogous to copyright).

Internet Service Provider means the operator of the Web Server.

Launch means the operation of the Website in accordance with the Specifications.

Moral Rights means rights of integrity, rights of attribution and rights of an analogous nature which may now exist and which may exist in the future in respect of the licensed property.

Phase means a stage in the Plan at which specified parts of the development of the Website will have been completed, specified results achieved or specified conclusions reached as required by the Plan.

Plan means the plans and timetables for the development of the Website as set out in schedule 4.

Project Manager means the person or persons set out in item 4 of schedule 1 who will manage the development of the Website on behalf of the Website Operator.

Related Body Corporate means, in relation to that party, a body corporate related to that party under section 50 of the Corporations Act.

Services means the services to be provided by the Contractor under this agreement including, without limitation, those set out in schedule 5.

Specifications means the specifications set out in schedule 3, or as agreed between the parties during the Discovery Phase.

Termination Event means:
(a) an Insolvency Event;
(b) a warranty in clause 11 made by the other party proving to have been false, incorrect or misleading when made;
(c) an event specified in clauses 7.4 or 8.3; or a Force Majeure Event that continues for more than 30 Business Days.

Third Party Rights means Intellectual Property Rights owned by or licensed to third parties including:

  • computer programs owned by third parties and licensed by the Contractor and any sub-contractors to develop the Website; and
    • any literary, dramatic, artistic and musical works owned by third parties and licensed for inclusion in the Website.

Training means the training to be provided by the Contractor specified in item 2 of schedule 1.

Training and Support Period means the period, set out in item 5 of schedule 1, during which the Contractor will provide the training and/or support in accordance with clause 9.

Trial Website means, a Website with the major structural, content and design elements completed and with internal navigation plotted out but with limited content.

Web Server means the computer server on which the Website is located and at which the Website can be accessed from computers linked to the World Wide Web.

Website means the website described in schedule 2.

Website Operator’s Facilities means the facilities set out in item 3 of schedule 1.

Website Operator’s Materials means the materials set out in item 3 of schedule 1.

Website Operator’s Services means the services set out in item 3 of schedule 1.

1 Interpretations

In this agreement:

  • headings and underlinings are for convenience only and do not affect the interpretation of this agreement;
    • a reference to this agreement includes an annexure or schedule to this agreement;
    • other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning;
    • a reference to a statute includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under that statute;
    • a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
    • a reference to a party to this or any other agreement includes that party’s successor and permitted assignee;
    • a reference to a clause, a schedule, or an annexure is a reference to a clause, a schedule or an annexure to this agreement;
    • a reference to a clause includes a reference to a subclause;
    • a reference to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture, association, board, government or semi-government agency or authority and that person’s successors and legal personal representative; and
    • “includes” or “including” or words of a similar effect are not words of limitation.

2          Appointment of Contractor

  • The Website will be developed by the Contractor and will have the operational capabilities and performance that complies with the Specifications.
    • The Website Operator appoints the Contractor to develop the Website described in schedule 2 in accordance with the Plan.
    • The Contractor will prepare the Documentation.
    • The Contractor will provide the Training.
    • The Contractor will provide all other Services.

3          Compliance with Plan

  • Compliance with Plan

The Contractor will use all reasonable endeavours to achieve each Phase by the Date specified in the Plan.

  • Effect of delay

Failure by the Contractor to comply with the Plan, including failure to achieve any Phase by the Date specified in the Plan will:

  • not constitute a termination event; and
    • only entitle the Website Operator to withhold payment in respect of that Phase of the Plan if the failure to comply is not due to changes to the Final Concept or any alteration or amendment of the scope of this agreement or other fault of the Website Operator.
    • Contractor to notify of delay

Immediately after becoming aware of a potential or actual delay in achieving a Phase, the Contractor will notify the Website Operator in writing of the nature and cause of the delay and the steps being undertaken to overcome the delay.

  • Extensions of time

The Website Operator will grant an extension of time, on such terms as it may reasonably require, for the achievement of a Phase as requested by the Contractor.

4          Sub-contractors

  • Contractor may appoint sub-contractors

The Contractor may appoint sub-contractors to undertake some or all of the obligations of the Contractor.

  • Contractor liable for sub-contractors
    • The Contractor will ensure that each sub-contractor complies with its sub-contractor agreement.
    • Despite the appointment of any sub-contractor, the Contractor is and will remain liable for the performance of all of the Contractor’s obligations under this agreement.
    • Payments to sub-contractors

Any amounts payable to any sub-contractors of the Contractor will be payable by the Contractor from the Fee.

5          The Website Operator’s obligations

The Website Operator will deliver or make available to the Contractor the Website Operator’s Materials, the Website Operator’s Services and the Website Operator’s Facilities in accordance with the Plan.

6          Reporting and approval

The Contractor will report, at intervals subsequently agreed by both parties, on the progress and/or content of the Website to the persons set out in item 4 of schedule 1.

At each stage of the Plan, and in the testing of the Website in accordance with clause 8, the persons specified in item 4 of schedule 1 will:

  • be responsible for providing to the Contractor written acceptance, refusal to accept, or conditional acceptance of the Website or any material to be included in the Website; and
    • provide detailed reasons for any refusal of acceptance or conditional acceptance, or any material to be included in the Website.
    • Changes to the Website after approval of the Final Concept
      • The Website Operator acknowledges that after the Website Operator has approved the Final Concept for the Website, any changes to the Website may involve the Contractor incurring significant additional expense.
      • Any changes to the Final Concept for the Website, subsequent to the Website Operator’s approval of the Final Concept, will be carried out in accordance with the procedure set out in clause 7.

7          Specifications and alterations to the Website

The Website Operator may request an alteration to any of the following:

  • the Website;
    • the Documentation;
    • the Specifications;
    • the Services;
    • the Plan; and
    • the Training.

If the Website Operator requests an alteration pursuant to clause 7.1 the Contractor will, within [number] Business Days of such request, prepare a written proposal indicating any additional charge for the alteration and the time required to effect the alteration.

  • Further information

On request by the Website Operator, the Contractor will provide further information reasonably required by the Website Operator to verify any additional charge or time requirements proposed under clause 7.2.

If:

  • the Contractor does not agree to the proposed alteration to the Specifications, the Services or the Plan; or
    • agreement cannot be reached on the additional charge payable for the alteration or the time within which the alteration will be effected,

such event will constitute a Termination Event and clause 19.2 will apply.

  • If alterations agreed

If agreement is reached between the parties on the additional charges payable by the Website Operator (if any) and the time within which the alteration will be effected, the Specifications, Services, Charges or Plan will be deemed to incorporate the alteration from the date on which the Website Operator notifies the Contractor in writing that it accepts the alteration.

8          Testing of the Website

  • Contractor to conduct Acceptance Tests

The Contractor will conduct the Acceptance Tests at its own cost and under the supervision of the Website Operator, within 14 days of the completion of each Phase and in accordance with the Plan.

  • Website complies with Acceptance Tests

If the Website Operator is satisfied that the Website or Services at that Phase complies with the Acceptance Tests, the Website Operator will issue a written acceptance for that Phase.

If the Website Operator is not satisfied that the Website or Services at that Phase complies with the Acceptance Tests, the Website Operator may by written notice to the Contractor to:

  • fix a new date for carrying out further tests on the same terms and conditions;
    • reject the Website or Services as not being in conformity with the Plan and, if it does not comply with the Plan within [number] days after that, such an event will constitute a Termination Event and the provisions of clause 19.2 will apply.
    • Conditional acceptance

If the Website Operator accepts the Website or Services at a Phase conditionally under clause 8.3(b), the Contractor will ensure that the deficiencies, or Errors, are remedied in accordance with the terms of any conditional acceptance and, in any event, no later than by the completion of the Launch Phase.

9          Training and Support

  • During Training and Support Period

The Contractor will provide to the Website Operator during the Training and Support Period:

  • 8 and any subsequent acceptance of the Website. However the matters set out in item 10 of schedule 1 are not included within clause 9.1(a);
    • at such charges subsequently agreed with the Website Operator, telephone and on-site support to the Website Operator in the use and operation of the Website and all analysis and programming services necessary to correct and resolve any Errors that appear in the Website as a result of its adaptation, editing, alteration or modification by the Website Operator or any End User whether that person is authorised to access the Website or is not authorised to access the Website; and
    • at such charges subsequently agreed with the Website Operator, telephone and on-site support to the Website Operator in the use and operation of the Website and all analysis and programming services necessary to correct and resolve, if possible, any malfunction that appear in the Website as a result of the matters set out in item 10 of schedule 1;
    • at such charges subsequently agreed with the Website Operator, telephone and on-site training to the Website Operator in the use and operation of the Website.
    • After Training and Support Period
      • If training and/or support is required after the Training and Support Period, or if any maintenance is required, the Website Operator and the Contractor must enter into a separate agreement for training, support and maintenance as offered by the Contractor from time to time.

10        Payment

The Website Operator will pay the Fee to the Contractor in accordance with the Fee Structure.

  1. Payment where noncompliance with Acceptance Tests

Despite clause 10.1, the Website Operator is not obliged to pay any instalment of the Fee unless and until the Website or the Services (as the case may be) complies with the relevant Acceptance Tests, which relate to any specific Phase.

  1. Costs to be met by the Contractor

The Contractor is responsible for paying the costs set out in item 8 of schedule 1. The Website Operator is responsible for paying all other costs, including the cost of any sub-contractors engaged by the Contractor or other third party costs.

  1. GST
    1. The parties agree that any and all amounts and other consideration referred to in this agreement are exclusive of any GST.
    2. If any GST is imposed on any supply made under this agreement, then the party making the supply will collect from the recipient, in addition to any consideration due for the supply.
    3. The GST imposed on a supply is calculated by multiplying the amount or value of the consideration for the supply by the GST tax rate prevailing as at the date the supply is made.
    4. If the recipient of a supply is required to pay an additional amount for GST pursuant to this clause, then the recipient will pay the increased amount in the same manner and at the same time as the consideration, which may be due under this agreement.

11        Warranties

  1. Confidential warranties

Each party warrants that:

  • it has authority to enter and to perform its obligations under this agreement;
    • it has the ability to perform its obligations under this agreement; and
    • it is authorised by all necessary government and other agencies and authorities to perform its obligations under this agreement and will continue to be authorised to perform this agreement.
    • Contractor warranties

The Contractor warrants that the Website will:

  • meet the operational capabilities and performance requirements as outlined in the Specifications;
    • be fit for the purpose identified in the Schedule; and
    • not infringe any Intellectual Property Rights, including Third Party Rights and Contractor Proprietary Rights, or constitute a breach of any agreement with any other person.

12        Ownership of intellectual property

  1. Ownership of Intellectual Property Rights other than Third Party Rights and Contractor Proprietary Rights

Upon receipt of the full Fee, the Contractor:

  • assigns to the Website Operator all existing and future Intellectual Property Rights in the Website other than Third Party Rights and Contractor Proprietary Rights;
    • grants to the Website Operator a perpetual non-exclusive royalty free licence of the Third Party Rights and the Contractor Proprietary Rights; and
    • will provide the Website Operator with copies of licences with respect to the Third Party Rights and the Contractor Proprietary Rights.
    • Ownership of Third Party Rights

In relation to any Third Party Rights that are not assigned to the Website Operator, the Contractor will ensure that:

  • the accessing and use of the Website by any End User will not infringe any such rights; and
    • no fees, royalties or other payments are payable in respect of such Third Party Rights as a result of any such use in the Website and the reproduction of the contents of the Website unless agreed by the parties in writing to the contrary.

13        Indemnities

The Contractor will at all times indemnify and keep indemnified the Website Operator, its officers, employees and agents (in this clause 13.1 referred to as Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of Those Indemnified arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of, in connection with, or in respect of any breach of this agreement.

The Website Operator will at all times indemnify and keep indemnified the Contractor, its officers, employees and agents (in this clause 13.2 referred to as Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of Those Indemnified arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of, in connection with, or in respect of any breach of this agreement.

  1. Liability limit

The total liability of each party arising out of any particular breach of this agreement for damages regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation is limited to the amount set out in item 9 of schedule 1.

14        Scope of liability

The Website Operator acknowledges and accepts that, to the extent permitted by law, the Contractor will be under no liability to the Website Operator whatsoever, whether in:

  • contract or tort (including, without limitation, negligence);
    • breach of statute; or
    • any other legal or equitable obligation,

in respect of any loss or damage referred to in clause 14.2.

The loss or damage referred to in clause 14.1 is loss or damage (including loss of profit or savings), however caused, which may be:

  • caused directly or indirectly by any act or omission of the Contractor, or any sub-contractor, in carrying out the Services where the Website Operator has provided written approval of the Website or any material prepared by the Contractor for inclusion on the Website;
    • caused directly or indirectly by any act or omission of any End User, whether that person is authorised to access the Website or is not authorised to access the Website, and whether or not the Contractor has knowledge or notice of, authorised or otherwise permitted such infringement or other act or omission; or
    • suffered or incurred or which may arise directly or indirectly in respect of any infringement by any End User, whether that person is authorised to access the Website or is not authorised to access the Website, of:
      • the Intellectual Property Rights of the Website Operator;
      • the Third Party Rights; or
      • any other right of the Website Operator in or in relation to the Website.

15        Website Operator’s materials, services and facilities

  1. Ownership

Ownership of all the Website Operator’s Materials and the Website Operator’s Facilities remains vested at all times in the Website Operator.

  1. Return on expiry or termination

On the completion of the Website or earlier termination of this agreement, the Contractor will return to the Website Operator all the Website Operator’s Materials remaining in the Contractor’s possession and cease the occupation of, or use of, the Website Operator Facilities.

  1. Use

The Contractor will ensure that the Website Operator’s Materials, the Website Operator’s Services and the Website Operator’s Facilities are used, copied, supplied or reproduced only for the purposes and in accordance with the terms of this agreement.

16        Modification of the Website

  1. Acknowledgment

The Contractor acknowledges and accepts that, because of the nature of the Website and the way in which it can be used and disseminated:

  • the Website Operator may adapt, edit, alter or modify the Website and incorporate or merge the Website or any part or version of the Website with other material; and
    • if it is not possible or reasonable in the circumstances to provide attribution of the authorship of the material in the Website, the Website Operator is under no obligation to do so.
    • Waiver of Moral Rights

To the extent permitted by law, the Contractor:

  • waives the right to sue for any breach of the Moral Rights of the Contractor (if any) in or in respect of the Website except that the Website is to contain the acknowledgment referred to in clause 17; and
    • consents to the use, treatment, alteration, removal, destruction or attribution of the Website as deemed appropriate by the Website Operator and its successors, assignees and licensees and any persons who are authorised by the Website Operator or its successors, assignees and respective licensees to do acts comprised in the copyright of work and other material used in the Website or used in relation to the creation of the Website which would otherwise be deemed an infringement of Moral Rights.

17        Acknowledgment of Contractor

The Contractor may include in the first screen access by any End User a written acknowledgment that the Website was developed by the Contractor.

  1. No modification of acknowledgment by Website Operator

The Website Operator will not remove or modify the acknowledgment referred to in clause 17.1 without the written consent of the Contractor.

18        Confidentiality

  1. Confidential Information

Each party acknowledges that it, its employees or sub-contractors, may be given access to Confidential Information in the course of developing the Website.

Each party will keep the Confidential Information confidential and will not disclose it to any third party or use it otherwise than:

  • for the purposes of this agreement;
    • as authorised in writing by the other party;
    • as required by any law, judicial body or governmental agency; or
    • by way of disclosure to that party’s professional advisers who have agreed to keep the Confidential Information confidential.
    • No unauthorised copying

No party will copy any document containing Confidential Information except as necessary to perform this agreement.

  1. Return of materials

On termination of this agreement, each party will return to each other party all documents or copies of documents containing information which is, at the date of termination, Confidential Information.

  1. Responsibility for employees, agents etc

The Contractor will ensure that its employees, agents, contractors and other persons within its control comply with clause 18.

19        Breach of agreement and termination

  1. Rectification of a breach of this agreement
    1. If the Contractor is in breach of this agreement, the Website Operator may give the Contractor a notice:
      1. specifying the breach; and
      2. requiring the Contractor to rectify the breach within 14 Business Days of the date the Contractor received the notice.
    2. The Website Operator may terminate the agreement if after the expiry of the notice the Contractor has not rectified the breach specified in the notice.

This agreement may be terminated by either party with immediate effect if a Termination Event occurs.

  1. Operation of the termination provisions

The operation of the termination provisions in clause 19.2 are subject to the provisions of the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), which amended the Corporations Act.

  1. Accrued rights

The termination of this agreement is without prejudice to any rights which have accrued to a party before the date of termination.

20        Consequences of termination

  • Consequences of termination

On termination of this agreement the Contractor will deliver to the Website Operator, in the format and in the manner directed by the Website Operator, any material related to the Website as developed as at the date of termination.

  • Rights reserved

Termination of this agreement will not affect any rights or remedies that may have accrued to the parties prior to termination or consequent upon termination.

21        Relationship of the parties

  • No partnership

This agreement does not create any partnership, joint venture or agency relationship between the parties.

  • No representations of authority

The Contractor may not enter into any agreements or incur any liabilities on behalf of the Website Operator without the Website Operator’s prior written consent and may not represent to any person that it has any authority to act on behalf of the Website Operator.

22        Force majeure

Subject to clause 19 a party is not liable for its inability to perform, or for any delay in performing, any of its obligations under this agreement if that inability or delay is caused by a Force Majeure Event.

23        Publicity

The parties will not make any public announcement or make any representation to any media representative about:

  • this agreement;
    • the performance of this agreement by either party;
    • any matter related to this agreement; or
    • any other party,

without the prior written consent of each of the other parties to this agreement.

24        Notices

A notice under this agreement will be in legible writing and in English addressed to the party concerned at that party’s address.

  • Address

For the purpose of the notice under clause 24.1, a party’s address is the address specified at the commencement of this agreement or as notified to each other party.

  • How a notice may be served

A notice may be served by giving it to the other party personally, by posting it by security post, by faxing it or by sending it by email.

  • When a notice is received by post

If the notice is posted by security post it is deemed to be received by the receiving party two (2) Business Days after posting.

  • When a notice is received by fax

If the notice is faxed it is deemed to be received by the receiving party when the completed transmission report is received, unless:

  • the sending party’s machine indicates a malfunction in transmission or, the receiving party within a reasonable time and in any event no later than [number] Business Days, informs the sending party of an incomplete transmission; or
    • the transmission is completed outside Business Hours at the receiver’s address, in which case the notice is regarded as received at the commencement of business on the following Business Day in that place.
    • When a notice is received by email

If the notice is sent by email it is deemed to be received by the receiving party when the sending party indicates that the email has been successfully sent, unless:

  • the receiving party, within a reasonable time (and in any event, within [number] Business Days), informs the sending party of an incomplete transmission; or
    • the transmission is completed outside Business Hours in which case the notice is regarded as received at the commencement of business on the following Business Day in that place.

25        Enforceability

  • Ineffectiveness

Any clause or part of a clause of this agreement which is void, illegal or unenforceable in any jurisdiction is void, illegal or unenforceable only to that extent in that jurisdiction.

  • Severance of ineffective parts

Where any clause or part of that clause is void, illegal or unenforceable it may be severed without affecting any other part of this agreement.

26        Waiver

No right under this agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.

  • No waiver of subsequent breaches

A waiver by one party under clause 26.1 does not prejudice its rights in respect of any subsequent breach of this agreement by the other party.

  • No waiver by extension or delay

The failure to exercise, or any delay in exercising, any right, power or remedy by a party does not operate as a waiver or an election to abandon the right to exercise any right, power or remedy.

27        Variation

A variation of this agreement will be in writing and signed by each of the parties.

28        Assignment

The Website Operator may assign its rights under this agreement without the consent of the Contractor. The Contractor may not assign its rights or obligations under this agreement without the prior written consent of the Website Operator, otherwise than to a Related Body Corporate of the Contractor.

29        Any further steps

Each party will do all things and execute all further documents necessary to give full effect to this agreement.

30        Entire agreement

This agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

31        Counterparts

This agreement may be executed in any number of counterparts.

32        Survival

The terms of this agreement survive its termination to the extent permitted by law.

33        Costs, stamp duty and other taxes

  • Costs

Subject to clause 33.2, each party will bear its own costs and expenses in relation to the negotiation, preparation, execution, delivery and completion of this agreement and any other related documentation.

The Website Operator will pay all stamp duty, taxes and other governmental charges payable or assessed on this agreement and any other related documentation.

34        Governing law and jurisdiction

  • Governing law

This agreement is governed by the laws of [name of state/territory].

  • Jurisdiction

The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

35        Resolution of inconsistencies

The terms of this agreement prevail in the event of any inconsistency between this agreement and the tender documents.

A short written guide to the Website for use by the employees of the website operator.

Training programs developed with the Project Manager as part of the Services and conducted with the Project Manager during the Training and Support Period, either on site or via any other reasonable method of delivery, to enable the employees to access and use the Website.

  • The Website Operator’s Materials comprising: access, on reasonable notice, to source materials relating to:
    • Databases;
    • Integrations where APIs are required;
    • Any relevant plugins;
    • Content; and
    • Imagery.
    • The Website Operator’s Services comprising: access, on reasonable notice, to the Project Manager.
    • The Website Operator’s Facilities comprising: access, on reasonable notice, to:
      • WordPress;
      • Launchpad Platform;
      • C Panel;
      • AWS (Amazon Web Services);
      • Stock image subscription;
      • Domain (DNS) access;
      • Woo Commerce; and
      • Payment gateways.

30 days from the Date for completion of the Launch Phase.

The following are matters over which the contractor has no control and are therefore not “Errors” which the contractor is obliged to rectify, if possible, without cost to the website operator:

  • links to any external uniform resource locator (URL), which do not work because the operator of the external website changes the URL;
    • the Web Server contains filters searching for inappropriate words and consequently the operation of the filters blocks any link to such external websites containing such inappropriate words;
      • the internet service provider alters or modifies the hardware or software of the Web Server causing the Website to function abnormally; and
      • preferences set on End User’s computers which may override some of the design features of the Website.
    • The Website is intended to be a visually attractive, user-friendly site that is fun, informative and enhances the website operator’s national and international image that includes:
      • a new home page; and
      • links to other key sites on the World Wide Web including.
      • It is also desirable that the Website be readily updateable, by people with appropriate expertise, but not require updating within the first [number] months after final acceptance of the Website by the website operator in accordance with clause 8.
    • The Website must operate efficiently according to technical parameters, which are to be agreed between the Contractor and the Project Manager after the Final Concept for the Website has been approved.

The contractor will:

  • Identify an internet service provider on whose Web Server the Website is to be located. The costs of the installation of the Website on the Web Server for [number] months is included within the Fee.
    • Develop Training programs and conduct Training programs, either in person or via any other reasonable method of delivery, during the Training and Support Period, in collaboration with the Project Manager, to enable the website operator’s employees to access and use the Website. The cost of developing and conducting this Training is included within the Fee.
      • Conduct a review of the design and content of the Website following [details]. The cost of this work is included within the Fee.

In developing the Website the contractor must:

  • consult with other external website providers and examine current Australian sites on the World Wide Web to ensure that the Website represents best practice and excellence both in design and effectiveness;
    • pay attention to the attractiveness, usefulness and appropriateness of the Website for [details]; and
    • pay attention to the gender, cultural and other special needs of End Users.