1. PROVISION OF SERVICES
1.1 Provision of Services: Core dna provide Web design, Web development, Web Hosting, domain name registration and other related Web Services (called ‘Core dna’). Client websites are published on a Web server owned and operated by one or more of our hosting suppliers. Core dna provide the above Services using either in-house facilities and services or external 3rd party professional Services, designers or equipment suppliers ("Supplier") as required.
2. CHARGES FOR SERVICES
2.1 Method of Billing: Where periodic charges apply, including annual support fees, monthly charges or any other applicable service fees, Core dna have the right to bill you in advance.
2.2 Suspension: Websites may be deactivated as a result of non payment of fees.
2.3 Where a client has signed a contract but not paid the initial commencement fee within 4 weeks of signing, Core dna has the right to cancel the contract. In such cases, the Client will be liable to pay a cancellation fee of either 25% of the total cost of the website or $10,000, whichever is the greater.
2.4 Additional Fees: If a Support plan is activated, excess hours will be calculated and billed at the agreed rate of that Support Plan.
2.5 Variations: Approved scope variations will be invoiced upon completion of works. Normal payment terms will apply.
2.6 Payment Terms: Terms are 14 days from the date of the invoice issued by Core dna.
2.7 Should payment remain outstanding beyond the payment terms as outlined in clause 2.6 above, the Customer agrees to pay interest on all amounts outstanding from the due date until the date of payment at a rate equal to 2% above the Company’s then overdraft rate as varied from time to time.
2.8 Should payment remain outstanding beyond the Company’s payment terms as outlined in clause 2.6 above, the Customer is liable for all costs including legal costs (on a Solicitor/own client basis) and mercantile agents’ fees incurred by the Company in recovering the amount outstanding.
2.9 All prices and fees are expressed in United States currency and exclude all taxes, duties and charges imposed or levied in United States or overseas in connection with the supply of Services, including but not limited to, the Sales Tax.
3. PERIOD OF AGREEMENT
3.1 Period of Agreement: For periodic charges with a minimum term, a cancellation fee equivalent to the minimum term, prorated for the remainder of the term, shall apply.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 You must make sure that any materials supplied for inclusion within your Web Site do not infringe the copyright, trade name, trademark, ownership or any other rights of others. You should be the legal owner of such materials or have prepared adequate evidence of suitable permissions being obtained.
4.2 You retain ownership of materials you have supplied for inclusion in your site including the site design, content and data. Core dna Group Pty Ltd retains ownership of any computer source code used to create the site and licences these to you for use only within that Web site.
4.3 All Intellectual Property used by Core dna for the purpose of creating or executing this agreement, shall remain under the ownership of Core dna.
5.1 Disclosure: Core dna will not disclose to 3rd parties any confidential data, information or trade secret made known to us by a client, unless with their prior consent. Core dna will not supply a client's organisational or personal contact details to 3rd parties for marketing purposes without prior consent of the Client (other than in the normal agreed Provision of our Services, involving the publication of Web sites and search engine submissions and/or Web Site promotion).
5.2 User Identification: Any username or password issued to a Client is considered confidential and must not be divulged to any another person or organisation. Reasonable precautions should be taken by the Client to protect this information from discovery by others.
6. YOUR COMPLIANCE
6.1 Compliance: You are responsible for ensuring the content on your Web Site does not contravene United States, Massachusetts or other relevant laws. You are held liable for any claims, suits, damages or any other disputes or actions which arise in connection with your website. You must ensure the accuracy, truthfulness, appropriateness & decency of any content on your website.
6.2 Core dna’s Web Hosting supplier of choice. The Web Hosting service provided by Core dna is bound by the Terms and Conditions of host in addition to any conditions stated in these Terms & Conditions. Core dna may change their Web Hosting supplier at any time without notice and you will be bound by the terms and conditions of the selected provider.
7. DELIVERY OF SERVICES
7.1 Core dna will use our best endeavours to meet completion dates agreed, although any such dates are estimates only. Core dna will not be held liable for any loss or damage as a result of a failure to meet the agreed dates.
7.2 Approval & Modifications: Upon completion of development works, the Customer will be required to sign off on the project giving final approval of the site. Any subsequent modifications will incur a charge.
7.3 Technical Support: Is defined as telephone support for reporting of faults, correction of faults, fault resolution and service enquiries relating to the Goods and Services outlined in this agreement.
7.4 Core dna will endeavour to provide timely and effective service to the Customer under the Terms of this agreement. The Customer in return must endeavour to supply Core dna with information required to Provision Services under this agreement in a timely and efficient manner. If Core dna is prevented or delayed from delivering Services under this agreement due to the Customer’s failure to provide timely information as requested, Core dna shall become exempt for any future consequential breaches of this agreement. Should the delay in obtaining information from the client be greater than 6 weeks after the original request, Core dna have the right to postpone or terminate this agreement and levy all charges and fees payable.
8. DOMAIN NAMES
8.1 Core dna provide no warranty or guarantee that the domain name applied is available for registration.
8.2 Registration and ongoing use of a domain names are bound by the relevant naming authority's policies and procedures.
8.3 The Client agrees to irrevocably waive any claims against Core dna that may arise resulting from the decision of a naming authority to refuse to register a domain name.
8.4 In the circumstances that Core dna do not register your domain name, you accept that it is your responsibility to ensure that your Domain Name Licence is renewed. Core dna will accept no responsibility or liability for the renewal of your domain name under these circumstances.
8.5 Should Core dna undertake the renewal of a domain name on your behalf where the original registrar for the domain is different to Core dna's registrar of choice, the successful renewal of the domain by Core dna will be dependent on your agreement to transfer the domain to our chosen registrar.
8.6 Requests for cancellation of domain registration can be accepted up to 24 hours after registration of the domain by our registrar. Fees apply for cancellation of a registered domain.
8.7 Requests to transfer ownership of a domain name to a different entity will be accepted by Core dna, however Core dna is bound by the relevant policies of the appropriate naming authority. Fees may apply for the transfer.
9. GRAPHIC DESIGN
9.1 Design Brief: Design is based on information provided by you in the design brief.
10. LIMITATION OF LIABILITY
10.1 No Liability: Core dna have no liability to you or to any other person for:-
(a) Loss or damage caused by use, misuse, lack of availability, interruption or removal of Services or any error or omission of your website. As part of some Services, Core dna make marketing information and guidance notes available to clients. Core dna will not be held liable for any loss or damages by clients in the application or use of this information.
(b) Acts or defaults of other Suppliers including but not limited to Web Hosting and email hosting providers; or failures within their infrastructure
(c) Faults or defects in Services which are caused by your own conduct or misuse.
10.2 As part of our service, Core dna may submit the address of Client sites to Internet search engines to achieve better search engine rankings. As Core dna cannot in any manner control or influence the workings and policies of 3rd party organisations operating those search engines, it is not possible to guarantee search engine acceptance or ratings.
11. GOVERNMENT DUTIES AND TAXES
11.1 Core dna reserve the right to pass onto the purchaser any variations in Sales Tax rates applicable to the equipment, maintenance and/or service which may occur from the date of order until the date of purchase of the equipment.
12. TITLE OF GOODS
12.1 The title of ownership of the Web Site in this agreement shall not pass to the purchaser until all relevant invoices pertaining to the Web Site have been paid in full.
13. LIMITATIONS ON USE
13.1 Web Site Exclusions & Limitations: The Web Site is provided on an ‘as is’ basis without warranties of any kind, either express or implied, and is provided whilst you are a Core dna Customer. The Web Site may be removed by Core dna upon termination of service. Core dna do not review or monitor any Websites linked to your Web Site and are not responsible for the content or accuracy of any such linked Websites.
14. SCOPE VARIATIONS
14.1 If there are any variations to the Scope of Works as outlined in this agreement, Core dna will request permission from you prior to this work proceeding. This request will outline any additional costs for this work.
15.1 The proper law of all contracts arising between the Company and the Customer is the law of the Commonwealth of Massachusetts, and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction including the Federal Court.
16. CHANGE OF OWNERSHIP
16.1 The Customer agrees to notify the Company in writing of any change of ownership of the Customer within seven (7) days from the date of such change and indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any change.
17.1 The Customer hereby charges its property with the Customer’s indebtedness to the company.
18.1 Entire Agreement: This agreement contains the whole understanding between us to the exclusion of any prior or collateral agreements or understandings of any kind relating to the Services Core dna provide.
19. PROPOSAL DATED AS ABOVE
19.1 The Proposal dated above forms part of this Agreement.