C2 SOLUTIONS GROUP will always do our best to fulfil the CLIENT’s needs and meet the CLIENT’s goals. C2 SOLUTIONS GROUP’s philosophy is to always exceed customer expectations and offer great service, and that success is truly achieved if we both win. It is however best to have a few simple things written down so that we both know what is what, who should do what and what happens if things go wrong. In this contract then you’ll find simple understandable passages that outline the terms of the contract. We have no desire to trick the CLIENT into signing something that the CLIENT might later regret. We do want what’s best for the safety of both parties, now and in the future.
As used herein and throughout this Agreement:
- The “CLIENT” – The company or individual requesting the services of C2 SOLUTIONS GROUP.
- “C2 SOLUTIONS GROUP” – Primary designer/site owner & employees or affiliates
- “Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
- “Completion” means the finalisation of any deliverables by C2 SOLUTIONS GROUP required to conclude the Services. This does not include delivery times of product by couriers or postage, or Services by third-party providers outside the control of C2 SOLUTIONS GROUP.
- “Content” means all materials, information, photography, writings and other creative content.
- “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
- “Deliverables” means the services and work product specified, often referred to as a “scope of works”, in the Proposal to be delivered by C2 SOLUTIONS GROUP’s to the CLIENT, in the form and media specified in the Proposal.
- “Intellectual Property” means copyright, trade mark, design, patent, semiconductor or circuit layout rights relevant to, inter alia:
- textual, graphical, audio and other material displayed on the Website;
- screens, organisation, patents and operation and control features; and
- all software associated with the Website.
- An “Order” is deemed to be a written or verbal contract between C2 SOLUTIONS GROUP and the CLIENT; this includes telephone and email agreements.
- “Services” means all services and the work product to be provided to CLIENT by C2 SOLUTIONS GROUP as described and otherwise further defined in the Proposal.
- “Submission” means the cover letter, overview, project timeframe, project proposal, scope of work, quotation or invoice, and acceptance form accompanying these terms of business.
- “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
- “Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
- “Ongoing Management” means the ongoing work to keep the website operational as part of a Managed Service product. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
- “Warranty Period” means a period of 14 days from the completion of the website or service installation.
- “Website” means your location accessible on the internet through the World Wide Web and which provides multimedia content via a graphical user interface.
- Upon the CLIENT placing an order and/or paying a deposit with C2 SOLUTIONS GROUP, or appointing C2 SOLUTIONS GROUP to create the website or provide deliverables, an agreement will come into existence comprising these terms and C2 SOLUTIONS GROUP’s Submission, as varied with C2 SOLUTIONS GROUP’s written approval.
- The CLIENT is commissioning C2 SOLUTIONS GROUP to complete the scope of works for the estimated total price as indicated in the quotes supplied and in previous written or verbal correspondence.
- These terms cover all ongoing and future work undertaken by C2 SOLUTIONS GROUP for the CLIENT unless varied with C2 SOLUTIONS GROUP’s written consent.
- On acceptance of these conditions C2 SOLUTIONS GROUP will invoice the CLIENT the total which is to be paid as per the Payment Terms clause below.
- C2 SOLUTIONS GROUP will carry out work only where an agreement is provided either by email, telephone, or mail.
- C2 SOLUTIONS GROUP will carry out work only for CLIENTs who are 18 years of age or above.
C2 SOLUTIONS GROUP’s Commitment to the CLIENT
- C2 SOLUTIONS GROUP respects our CLIENT’s confidentiality
- C2 SOLUTIONS GROUP use open source solutions wherever possible. This means our fees are charged at ‘fair and reasonable rates’ compared to the industry.
- If the CLIENT determines that the website does not comply with the project components agreed to in this document and the project proposal, C2 SOLUTIONS GROUP agrees to carry out any necessary and reasonable modifications without extra charge.
- If the CLIENT is not happy with our service, the CLIENT is free to move their domain name, website and data in its entirety to another service provider.
- To keep all quotes, invoices, discussions and website development draft sites confidential (see clause 44).
- To ensure a project owner is designated as a primary decision maker and point of contact and that they are present for all meetings, email correspondence and communications (see clause 12).
- To provide all content for the websites including text, images, graphics, video, design feedback and layout as well as timely decisions and responses to communications to progress the website design and deliverables (see clause 12).
- To pay any deposits, part-payments, invoices or outstanding balances on time as per the Payment clauses (see clause 9 and 10).
Hours of Business
- C2 SOLUTIONS GROUP’s hours of business are 8:30am to 5:00pm Monday to Friday.
- The CLIENT authorises C2 SOLUTIONS GROUP to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, accessing their hosting account, email and disk space, creating databases and applications, setting up accounts with third-party providers and submitting the project to search engines.
Quotes and Invoices
- Quotes are only valid for 30 days from the date they are issued.
- Unless otherwise stated, goods and services tax (“GST”) is inclusive with quoted fees and on all expenses where it applies.
- Bartercard credit is not accepted.
- All invoices are due within 7 days from the date of issue.
- Quotations over the value of $500 require a 50% deposit before commencing the project.
- A 50% deposit of the total fee payable under the contract is due immediately upon the signing of the contract.
- A further 25% is due on delivery of the first draft or upon request. Projects which take longer than 2 months from the date of invoice will require a 25% part-payment unless otherwise agreed.
- The remaining balance shall become due when the work is completed to the reasonable satisfaction of the CLIENT and subject to the terms of the Approval of Work and Rejected Work clauses.
- The remaining balance is due on completion or after 3 months from the date of invoice unless otherwise agreed.
- C2 SOLUTIONS GROUP reserves the right not to begin the work until the deposit has been paid in full.
- Support Packs are to be paid upfront and in full and cannot be part-paid by deposit.
- We will make all valid attempts to the best of our abilities to deliver the work to the CLIENT as agreed. Projects which take longer than 3 months from the date of invoice will require a 25% part-payment unless otherwise agreed.
- If the work is delayed due to holidays, change of scope, additional revisions, delay in design, delay in images, videos or any other content, force majeure (any ‘act of god’ including those induced by negative human activities), war, invasion, act of hostilities, civil war, rebellion, military power or confiscation, terrorist activities, nationalism, governmental/quasi-governmental sanction, restraint, embargo, prohibition or intervention, blockage, labour dispute, general strike, lockout or failure of utilities (electricity, telephone, etc.), failure of hardware (our hardware as well as third party), failure of software, failed software or hardware upgrade or any other failure as caused by C2 SOLUTIONS GROUP, our suppliers or any third party, or for any reason by either party, then a 25% payment is due within 7 days of the due date, regardless of whether the deliverables are completed or not.
- The remaining balance is due on completion or after 4 months from the date of invoice unless otherwise agreed.
- If the CLIENT request additional or excess work, C2 SOLUTIONS GROUP reserves the right to charge the CLIENT additional fees at our hourly rate, or higher, depending on C2 SOLUTIONS GROUP’s current hourly charge out rate.
- After ordering online, the CLIENT will receive an email confirmation from C2 SOLUTIONS GROUP containing the order details (if the CLIENT have provided their email address). C2 SOLUTIONS GROUP will normally confirm receipt of the CLIENT’s order within a few minutes of ordering. C2 SOLUTIONS GROUP will attempt to send the software/license/access code or receipt of purchase via email within 1 working days.
- If the CLIENT wishes to query a delivery please contact us at http://c2solutions.com.au/contact/.
Remedies for Overdue Payment
- If any payment due from the CLIENT to us is not received by the due date, the CLIENT authorise us to directly debit that payment using the credit card account details provided by the CLIENT upon registration.
- We are entitled to recover (on a full indemnity basis) any costs, fees and charges (including legal costs) incurred in recovering any amounts owing by the CLIENT to C2 SOLUTIONS GROUP. Without limitation to the above, C2 SOLUTIONS GROUP may charge an administration fee of $30.00 for any dishonoured cheques.
- You acknowledge that should C2 SOLUTIONS GROUP not receive renewal payments for any service prior to the date of expiry C2 SOLUTIONS GROUP reserve the right to suspend services immediately without notice.
- We may provide a 30 day grace period whereby C2 SOLUTIONS GROUP will hold the CLIENT’s domain registration, hosting, information and data on our servers. Should this period expire without payment C2 SOLUTIONS GROUP reserve the right to purge all data pertaining to the CLIENT’s account with us.
- By revoking the CLIENT’s licence of the work or removing the web site from the Internet, C2 SOLUTIONS GROUP does not remove the CLIENT’s obligation to pay any outstanding monies owing.
- If any payments under this clause remain unpaid for more than 7 days, C2 SOLUTIONS GROUP in its absolute discretion reserves the right to charge interest at the rate of 8% per annum, calculated daily, until payment is made.
- C2 SOLUTIONS GROUP will refund to the client any money paid in advance minus any expenses incurred and reserve the right to determine the total funds refundable as its absolute discretion. This does not apply to domains and website hosting.
- C2 SOLUTIONS GROUP may withhold funds if it is still incurring fees, or to cover the cost of any future fees, for services still being provided by C2 SOLUTIONS GROUP or its third-party suppliers. Upon finalisation of all service fees C2 SOLUTIONS GROUP will then refund any remaining funds to the CLIENT.
- The 50% deposit is only refundable if C2 SOLUTIONS GROUP has not fulfilled its obligations to deliver the work in the promised timeframe and made best attempts to complete the deliverables to the best of their abilities.
- The deposit is not refundable if the development work has been started and the CLIENT terminates the contract by no fault of C2 SOLUTIONS GROUP.
- Website Hosting and Domain Registration Services are a fixed price and paid in advance for the full agreed period. Should the CLIENT at any time request a cancellation of either the website hosting, or domain name registration prior to the renewal date, any unused part of that period will be non-refundable. (see Website Hosting and Domain Registration clause).
- C2 SOLUTIONS GROUP can take any legal measures to recover both payment for the completed work and reasonable expenses incurred in recovering payment.
- Please email us at http://c2solutions.com.au/contact/ if you are not satisfied so that we can resolve any problems, and refer to the Complaints Procedure section.
CLIENT Liability & Project Delays
- The proposed time frames are contingent upon full co-operation of the CLIENT, and complete & final content and images for the web 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 as representative (as project owner and decision maker) be appointed from the CLIENT side, and be made available on a daily basis in order to expedite the feedback process. If this representative is not present during all communications or meetings, C2 SOLUTIONS GROUP reserves the right to suspend work until the nominated representative can confirm any necessary points required for work to proceed.
- Incomplete content, or content requiring alteration during the development phase, can add delay to the project. C2 SOLUTIONS GROUP cannot be held to the agreed delivery date if the above conditions are not met.
- While every effort will be made by C2 SOLUTIONS GROUP to meet agreed timelines, C2 SOLUTIONS GROUP will not be responsible for delays caused by unforeseeable events, changes to your instructions or circumstances beyond C2 SOLUTIONS GROUP’s control. To avoid doubt, time shall not be of the essence for any work performed by C2 SOLUTIONS GROUP.
- It is the CLIENTs responsibility to ensure any deposits or payment are made and received to C2 SOLUTIONS GROUP before the work is started, delivered or launched, and the CLIENT acknowledge that work may be put on hold, withheld or not launched if payment is not received beforehand.
- Delays from inter-banks transfers, rejections or bank processing are the responsibility of the CLIENT. You release us from any claim or potential claim with relation to outages, delays and any loss of business/service suffered by the CLIENT or any third party under any of these circumstances.
- C2 SOLUTIONS GROUP will provide a maximum of 3 hours of revisions after the submission of the content to the CLIENT, before the website is completed, unless an hourly quota is set within the scope of works of the quote. Revisions beyond his clause or quoted scope of works will be charged at our hourly rate.
- The CLIENT will use best endeavours to ensure that all instructions are in writing and, in particular, the CLIENT will sign off on all work produced.
- C2 SOLUTIONS GROUP will not be liable for any errors or omissions resulting from oral instructions or from a failure on the CLIENT’s part to sign off on any work.
- You must ensure that information supplied to C2 SOLUTIONS GROUP is not illegal or prohibited by laws which apply to the CLIENT and C2 SOLUTIONS GROUP.
- All text must be supplied in digital format (TXT, RTF, HTML, MS Word, Open Office, InDesign).
- All logos and branding must be provided in an industry standard vector format (preferences are: EPS, PDF, Illustrator).
- Graphics and photographs are to be supplied in digital format to C2 SOLUTIONS GROUP. Images should not be embedded into Microsoft Word, WordPad, OpenOffice or online Word derivative software documents. Photographs must not exceed a file size of 5mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.
- Any supplied content that requires time to convert may incur additional charges at our hourly rate.
- Upon the completion of the website, in the opinion of C2 SOLUTIONS GROUP, C2 SOLUTIONS GROUP will conduct an acceptance test of the CLIENT’s website before it is launched. The CLIENT is required to also perform a test to ensure all links, graphics, content and functionality are acceptable and to provide written approval before the site is made live.
- After the site is live, the CLIENT is required to perform another test of the website as above. If CLIENT detects any issues these are to be instructed in writing. These will be corrected by C2 SOLUTIONS GROUP as part of the Warranty Period. If the CLIENT does not respond or if no issues are detected within the Warranty Period, any additional changes required will be chargeable.
- Upon completion of the acceptance test, C2 SOLUTIONS GROUP will give the CLIENT written confirmation that the Website operates in accordance with the CLIENT’s instructions and complies with all functional specifications.
- If the CLIENT determines that the website does not comply with the Project Components agreed to in this document and the project proposal, C2 SOLUTIONS GROUP agrees to carry out any necessary and reasonable modifications without extra charge, abiding by the Warranty Period and Revision clauses.
Approval of Work and Warranty Period
- On completion of the work, the CLIENT will be notified and have the opportunity to review it (see the Accepting Testing clause). The CLIENT should notify C2 SOLUTIONS GROUP, in writing, of any unsatisfactory points within 14 days of receipt of such notification.
- Any of the Work which has not been reported in writing to C2 SOLUTIONS GROUP as unsatisfactory within the 14 day review period will be deemed to have been approved.
- Once launched, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment will become due.
- The Contract will remain in effect until all obligations have been completed in terms of this Clause.
Errors and Omissions
- It is C2 SOLUTIONS GROUP’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However C2 SOLUTIONS GROUP is not liable for errors or omissions. The CLIENT indemnifies C2 SOLUTIONS GROUP against any loss or damage arising directly or indirectly from any errors and omissions.
- If the CLIENT rejects the Work within the 14 day review period, or will not approve subsequent Work performed by C2 SOLUTIONS GROUP to remedy any points reported by the CLIENT as unsatisfactory, and C2 SOLUTIONS GROUP considers that the CLIENT is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and C2 SOLUTIONS GROUP can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
- Anyone who experiences a problem with their web service provided by C2 SOLUTIONS GROUP should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as a URL) and clearly outlining the grounds for complaint.
- C2 SOLUTIONS GROUP will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
FORMAL COMPLAINTS PROCEDURE
- The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure.
- A formal complaint should be made in writing to C2 SOLUTIONS GROUP, who will acknowledge receipt and ensure that the matter is looked into as soon as possible.
- An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.
Suspension and Cancellation
- We reserve the right to suspend/cancel any/all service, including any hosting or all domain names if:
- You have any outstanding invoice or account
- Your account is in dispute or dispute resolutions procedure, court order, judgement, findings or determination
- You fail to comply with any provision in this agreement or those referenced in this agreement
- There is evidence of fraudulent, illegal, defamatory, offensive activities, or any activity in breach of a third party’s rights
- We deem the CLIENT’s use of our services may jeopardize the operation of the service, C2 SOLUTIONS GROUP, or other CLIENTs, or our suppliers
- We deem any other reason as satisfactory to protect C2 SOLUTIONS GROUP, our staff and/or our suppliers, and CLIENTs
- Any suspension or cancellation is subject to our Refunds Policy.
- If the CLIENT’s account is cancelled under this agreement:
- Cancellation must be in writing
- You agree to pay all outstanding charges and expenses to us immediately
- We may revoke/terminate any license issued to or by the CLIENT in relations to the services as of the date of cancellation
- We may immediately delete all data held prior to cancellation
- We may perform any action without notice
Website, Data and Security
- Upon the end of this agreement, the CLIENT is free to transfer their website management to another service provider. C2 SOLUTIONS GROUP will supply the last backup of the site and associated data. C2 SOLUTIONS GROUP will not supply a copy of the code, content management system, modules, or functionality, however the CLIENT is free to take a copy of their content and images before the website is removed.
- Upon request from the CLIENT, C2 SOLUTIONS GROUP will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.
- The CLIENT is responsible the website and indemnifies C2 SOLUTIONS GROUP against any loss or damage arising directly or indirectly from website downtime or security breaches.
- If the CLIENT or an agent of The CLIENT other than C2 SOLUTIONS GROUP attempts to update, edit or alter the website’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our standard or overtime hourly rate, and is an additional cost above the costs outlined in this agreement.
General Support & Managed Services
- “General Support” is for CLIENTs who have not purchased a “Managed Service” product or Support Pack. C2 SOLUTIONS GROUP will make all best efforts to support “General Support” CLIENT to its abilities as required. Usual response times are within 24 hours. Any modifications or support time will be charged for any support at our hourly rate. CLIENTs wanting Ongoing Management past the Warranty Period are recommended to purchase a “Managed Service” product, or Support Pack which includes a block of pre-paid support hours.
- Ongoing Management (see definition) is only included in this agreement by purchasing one of the “Managed Service” products from http://my.c2solutions.com.au. Support Packs only offer volume discounts on support hours and does not warrant the CLIENT to Ongoing Management.
- CLIENTS with a current Managed Service product receive a 10% discount off our full hourly rate on all ongoing website support and development.
- CLIENT’s who purchase Managed Service products will only receive the services they have purchased, which can include:
- Offsite Backups
- Website Monitoring
- Content Distribution Network (CDN)
- Security Enhancements
- Website core software, theme and plugin updates
- Additional Support Hours
- The following conditions apply to Manage Service Products:
- Offsite Backups will be kept for a 4 week period.
- Website core and plugin patching will be done monthly. Website theme patching will be done quarterly if an update is available from the supplier of the theme.
- Use of the Content Distribution Network (CDN) to offset hosting bandwidth is subject to the Acceptable Use Policy. CLIENTS are still required to make all efforts to manage their hosting space and bandwidth by appropriately reducing image and video sizes on their website. Abuse of this Acceptable Use policy will result in additional charges to cover the excess hosting and bandwidth usage incurred.
- Managed Services can include additional support hours. Support hours are used as part of the regular maintenance tasks (like break/fix) and cannot be used for website changes or development. Additional works above the included support hours to maintain the site as part of the Managed Service repairs are chargeable.
- Managed Services improves website overall health, performance and compatibility however this does not guarantee the website from bugs, issues, failures or irrecoverable loss. C2 SOLUTIONS GROUP will make all best efforts to support the CLIENT’s website under a Managed Services product. The CLIENT indemnifies C2 SOLUTIONS GROUP against any loss or damage arising directly or indirectly from any services provided by C2 SOLUTIONS GROUP and Ongoing Maintenance of the website.
- C2 SOLUTIONS GROUP will respond to the CLIENT who have Managed Service products for any website issues within 4 hours. C2 SOLUTIONS GROUP will resolve any issues within a timeframe specified to the CLIENT depending on the nature of the issue. The CLIENT acknowledges that plugins and themes provided by 3rd parties may require the issue to be raised to the 3rd party for resolution and is thus outside the control of C2 SOLUTIONS GROUP, which can affect resolution timeframes.
- Any claim against C2 SOLUTIONS GROUP by the CLIENT for lack of response within the above timeframes, or loss to the CLIENT due website bugs, issues or failures, will be limited to the equivalent total of one month’s fee. This rebate will be given as a credit against the CLIENTs account.
- CLIENTS will not be covered under the Manage Service product if their monthly payment is late.
- CLIENT’s without a Support Pack or Managed Service will be prioritised after clients who have a pre-paid Support Pack and/or Managed Service.
- CLIENT’s without a Support Pack will be required to supply credit card details and authorise upfront payment for support hours before work will commence. The CLIENT will be charged at our hourly rate during Business Hours and twice our hourly rate outside Business Hours (refer to the Business Hours clause), at a minimum of 1 hour.
- CLIENT’s, with or without a Support Pack, wanting support or modifications outside Business Hours (refer to the Business Hours clause), will be charged at twice the hourly rate and at a minimum of 1 hour.
- C2 SOUTIONS GROUP reserves the right to alter, modify, transfer, remove or cancel any Manage Service product, in whole or part, at its absolute discretion.
FTP, SFTP, FTPS, Telnet, SSH and Database Access
- C2 SOLUTIONS GROUP does not offer FTP, SFTP, FTPS, Telnet, SSH or Database access to client websites except through the consoles and interfaces provided as part of the website’s content management system.
Acceptable Use Policy
- It is the CLIENT’s responsibility at all times to:
- Use our service and services in a manner which does not violate any applicable laws or regulations
- Ensure images are appropriate compressed before uploading to the website.
- Ensure videos or audio are not uploaded to the website and instead use an appropriate video hosting service (like YouTube, Vimeo or Soundcloud).
- Respect the conventions of the newsgroups, lists and networks that the CLIENT use
- Respect the legal protection afforded by copyright, trademarks, license rights and other laws to materials accessible via our service;
- Respect the privacy of others
- Use the service in a manner which does not interfere with or disrupt other network users, services or equipment; and
- Refrain from acts that waste resources or prevent other users from receiving the full benefit of our services
- Ensure the CLIENT’s use of our services remains ethical and in accordance with accepted community standards
- You must at all times comply with law. You will be in breach of this policy on violation of state, federal or international laws.
- It is not acceptable to use our service(s) to:
- Violate copyright or other intellectual property rights;
- Illegally store, use or distribute software; transmit threatening, obscene or offensive materials
- Engage in electronic ‘stalking’ or other forms of harassment such as using abusive or aggressive language
- Misrepresent or defame others
- Commit fraud
- Gain unauthorised access to any computing, information, or communications devices or resources, including but not limited to any machines accessible via the Internet
- Damage, modify or destroy the files, data, passwords, devices or resources of C2 SOLUTIONS GROUP, other users or third parties
- Engage in misleading or deceptive on-line marketing practices;
- Conduct any business or activity or solicit the performance of any activity that is prohibited by law
- Make an unauthorised transmission of confidential information or material protected by trade secrets
- “Spam” or engage in “spamming” activities
- Engage obscene speech or materials, this includes, advertising, transmitting, storing, posting, displaying or otherwise making available; child pornography, offensive sexual content or materials or any other obscene speech or material
- Post or transmit defamatory, harassing, abusive or threatening language
- Create, distribute or provide information/data regarding internet viruses, worms, Trojan horses, pinging, flooding, mail-bombing or denial of service attacks;
- Facilitating a violation of this Acceptable Use Policy
- Perform any other action through utilization of any service which C2 SOLUTIONS GROUP deem unsatisfactory
- Attempt to do any of the above
Website Hosting and Domain Registration
- C2 SOLUTIONS GROUP uses a wholesaler for its hosting platform and does not manage its own infrastructure.
- C2 SOLUTIONS GROUP reserves the right at their absolute discretion to change providers as necessary.
- The CLIENT cannot opt to use another external website host for their website.
- CLIENT’s can access and manage their website hosting account directly.
- If CLIENT wishes to move to another hosting provider C2 SOLUTIONS GROUP will supply a final backup of the site to the CLIENT. C2 SOLUTIONS GROUP will not supply a copy of the code, content management system, modules, or functionality, however the CLIENT is free to take a copy of their content and images before the website is removed.
- Website Hosting and Domain Registration Services are a fixed price and paid in advance for the full agreed period. Should the CLIENT at any time request a cancellation of either the website hosting, or domain name registration prior to the renewal date, any unused part of that period will be non-refundable. Refer to the Refund Policy.
- Furthermore, in the case of hosting or domain cancellation, whereby a transfer is required, any time spent by C2 SOLUTIONS GROUP will incur an additional cost (set by C2 SOLUTIONS GROUP).
Domain Name Setup and Transfer
- It is the CLIENT’s responsibility to ensure that any Domain Name application, setup or transfer are completed and activated ready for full use. Quoted times for account activation are estimates and C2 SOLUTIONS GROUP do not guarantee or imply activation within the quoted time frame. We may delay or refuse activation if:
- Payment is not cleared or received in full
- We believe the order, information or payment is fraudulent
- You have any funds outstanding with relation to any other account
- The domain name quoted does not exist, is in a non-usable state (e.g. pending renew) or deemed to be proposed for use that voids our Acceptable Use policy
- There is any other reason which C2 SOLUTIONS GROUP deem satisfactory
- We may send notification of domain name activation however:
- Your contact details must be correct and up to date
- This is not final word that the CLIENT’s domain registration is fully active and ready for use, the CLIENT must ensure the domain registration is fully functional
- You release us of any claim arising from failed domain name activation whether at fault of our system, our staff or any other factor out of our reasonable control.
Email Setup and Transfer
- The CLIENT accepts that outages are likely to occur to email during this transfer of domain name and email services and that they indemnify C2 SOLUTIONS GROUP of any loss of email or productivity during or after email setup.
- It is the CLIENT’s responsibility to have an IT technician available to assist with their email any technical aspects in their business during this phase, otherwise C2 SOLUTIONS GROUP reserves the right to charge support at their hourly rate.
Data Transfer, Storage and Email Limits
- C2 SOLUTIONS GROUP has various hosting plans, each with individual quotas for data and bandwidth (including the email storage). It is the CLIENT’s responsibility to observe and monitor the usage of their hosting plan disk space and bandwidth usage. If the CLIENT’s website usage exceeds their allocated quotas their account is automatically suspended by the hosting software.
- CLIENTs who exceed their disk or bandwidth will be granted a temporary extension to remedy their excesses and this will incur a once of management fee of $50. The hosting plan will be returned to its original plan immediately upon resolution of the fault or at the end of the month. CLIENTS alternative can opt to increase their plan permanently to the next highest tier hosting plan.
Retention of Files
- All CLIENT files will only be kept for a maximum of 7 days from the date of cancellation of the Website or services. If files are required to be kept for a longer period, C2 SOLUTIONS GROUP reserves the right to charge an appropriate fee for that purpose.
Open Source and Third Party Software and Services
- We may provide services directly or via a third party. Third party services may be subject to specific agreements as supplied by them. By applying or using any service offered by us the CLIENT must agree to this agreement and any agreement of our third party suppliers.
- C2 SOLUTIONS GROUP makes extensive use of open source and Third Party software and components to supply websites and services to the CLIENT.
- The CLIENT indemnifies C2 SOLUTIONS GROUP against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
- All software and components not developed by C2 SOLUTIONS GROUP retain the original licence and terms associated with them. C2 SOLUTIONS GROUP cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
- The CLIENT agrees to pay any setup or ongoing fees related to any Third Party services if required that C2 SOLUTIONS GROUP uses as part of its solutions.
- The CLIENT is free to continue beyond the end of this contract at their own cost, Any Third Party software or services not provided by C2 SOLUTIONS GROUP or integral to C2 SOLUTIONS GROUP’s services or intellectual property.
- C2 SOLUTIONS GROUP reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
Content Management System
- C2 SOLUTIONS GROUP’s websites are optimised for XHTML compliant browsers and adjusted to support Chrome and Firefox. We test using the browsers that are statistically the most commonly used. The website, layout and aesthetic elements may change or degrade in some browsers. Websites are tested on:
- Windows (7 up to current full version)
- Macintosh (OS 10.5 up to current full release version)
- Internet Explorer version 10 and above
- Latest version of Firefox
- Latest version of Safari
- Latest version of Chrome
- C2 SOLUTIONS GROUP’s websites are optimised for PC and MAC PC browsers and best efforts are made to ensure websites are also smartphone and tablet compatible. However, unless otherwise agreed as a deliverable of the project, C2 SOLUTIONS GROUP’s websites are not guaranteed to work on mobile devices such as smartphone and tablets or other derivatives.
- C2 SOLUTIONS GROUP will test and optimise for additional browsers and versions if requested before commencement of the project by the CLIENT. Compatibility design to support additional browsers, smartphones or tablets will be chargeable at our hourly rate above and beyond the agreed proposal due to the increase in complexity required.
- Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.
Loss of Service
- C2 SOLUTIONS GROUP uses a wholesaler for its hosting platform and does not manage its own infrastructure.
- The wholesaler will endeavour to maintain server and network stability and satisfactory service levels, however:
- They may from time to time perform routine maintenance, service and upgrades. We will endeavour to act on such instances at the most convenient times and provide reasonable notice by any means C2 SOLUTIONS GROUP deem satisfactory.
- They may experience outages beyond our control caused by any of the following; force majeure (any ‘act of god’ including those induced by negative human activities), war, invasion, act of hostilities, civil war, rebellion, military power or confiscation, terrorist activities, nationalism, governmental/quasi-governmental sanction, restraint, embargo, prohibition or intervention, blockage, labour dispute, general strike, lockout or failure of utilities (electricity, telephone, etc.), failure of hardware (our hardware as well as third party), failure of software, failed software or hardware upgrade or any other failure as caused by C2 SOLUTIONS GROUP, our suppliers or any third party.
- We may, at our discretion provide notification of outages whether planned or unplanned.
- You release us from any claim or potential claim with relation to outages and any loss of business/service suffered by the CLIENT or any third party.
- C2 SOLUTIONS GROUP uses a wholesaler for its hosting platform and does not manage its own infrastructure. The wholesaler for the hosting platform takes regular backups of hosting accounts within their infrastructure. This is not a service provided by C2 SOLUTIONS GROUP. This is called “onsite” backup.
- The CLIENT can access their own hosting accounts and is responsible for regularly taking a backup copy of their website from the the host providers to their own computer or data storage. This is called “offsite” backup.
- C2 SOLUTIONS GROUP can provide regular automated “offsite” backups for the CLIENT’s hosting accounts, including their website and databases, to an external server as an additional chargeable Managed Service.
- The CLIENT can request a copy of their website backup on occasion at no cost. If the CLIENT requires regular or excessive backups to be supplied C2 SOLUTIONS GROUP will charge for this service at its discretion.
- Email is not backed up. It is the CLIENT’s responsibility to ensure they download and keep a copy of their emails.
- The CLIENT indemnifies C2 SOLUTIONS GROUP for any loss of website content, email, information, intellectual properly, or data that may occur from the CLIENT not backing up their website or email.
Change of Services, Products, Features, Prices, or Infrastructure
- C2 SOLUTIONS GROUP reserves the right at its absolute discretion to change its services, products, features, or prices without notice.
- C2 SOLUTIONS GROUP reserves the right at its absolute discretion to alter its infrastructure or software at any time without notice.
- While all efforts will be made to ensure continuation of services, no guarantee is given that outages won’t occur during these migrations, as outlined in the Loss of Service clauses.
- You acknowledge that C2 SOLUTIONS GROUP may at its absolute discretion upgrade, migrate or cease services.
- C2 SOLUTIONS GROUP will always attempt to supply a written notice if there is intention to cease (sunset) a service that is used by the CLIENT, although C2 SOLUTIONS GROUP cannot guarantee this will always occur.
Copyright and Intellectual Property
- The ownership of Intellectual Property in all Materials produced by C2 SOLUTIONS GROUP which are not ultimately used in the Website remains with C2 SOLUTIONS GROUP.
- C2 SOLUTIONS GROUP will maintain the confidentiality of any information supplied by you, but only if you advise in writing that such information is confidential.
- No Intellectual Property rights in the Materials will be licensed to you until C2 SOLUTIONS GROUP has been paid in full all fees and expenses due.
- Once all C2 SOLUTIONS GROUP’s fees and expenses have been paid, C2 SOLUTIONS GROUP will licence to you copyright in the Material, limited to the purpose described in the Submission. C2 SOLUTIONS GROUP’s fees are based upon this limited licence of copyright. If you require a more-encompassing licence or assignment, this must be the subject of further negotiations between you and C2 SOLUTIONS GROUP. An assignment of copyright will only be granted if C2 SOLUTIONS GROUP provides this is writing.
- In all other respects C2 SOLUTIONS GROUP retains copyright and all other Intellectual Property and moral rights (including the right of adaptation) in the Materials. In particular, C2 SOLUTIONS GROUP may use the Website or any of the Materials for any self-promotional or competitive purpose.
- Notwithstanding the clauses above (Inclusive), you acknowledge that there is no assignment of Intellectual Property rights in:
- any pre-existing material (including but not limited to C2 SOLUTIONS GROUP’s software, documentation, templates and data) which is incorporated into or which has been used in the course of developing the Website; or
- the user interface of the Website.
- Any scripts, CGI applications or software (unless specifically agreed) written by C2 SOLUTIONS GROUP remain the copyright of C2 SOLUTIONS GROUP and may only be commercially reproduced or resold with the permission of C2 SOLUTIONS GROUP.
Warranty by CLIENT as to Ownership of Intellectual Property Rights
- The CLIENT will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to C2 SOLUTIONS GROUP and/or includes in the CLIENT’s website or web applications.
- The conclusion of a contract between C2 SOLUTIONS GROUP and the CLIENT shall be regarded as a guarantee by the CLIENT to C2 SOLUTIONS GROUP that all such permissions and authorities have been obtained and that the inclusion of such material on the Website or in the software would not constitute a criminal offence or civil delict.
- By agreeing to these terms and conditions, the CLIENT removes the legal responsibility of C2 SOLUTIONS GROUP and indemnifies the same from any claims or legal actions however related to the content of the CLIENT’s website or software.
Website and Software Design
- Website, Software and Applications designed and created by C2 SOLUTIONS GROUP for CLIENTs should be treated as Trade Secrets and remain the property of C2 SOLUTIONS GROUP. Such creative work or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from C2 SOLUTIONS GROUP. This includes, but is not limited to technical features, functionality of the applications, graphic design, user interface, and pricing information.
- Once C2 SOLUTIONS GROUP has received full payment of all outstanding invoices and the work has been approved by the CLIENT in accordance with the Approval of Work clause, the CLIENT will be granted a licence to use the website and its related software and contents for the life of the website.
- C2 SOLUTIONS GROUP assumes all content supplied by the client is free of copyright, and C2 SOLUTIONS GROUP takes no responsibility whatsoever for using copyrighted material on the site or in the software that has been supplied by the CLIENT. The Licence of use can be transferred to another party if that party has bought or acquired the business from the CLIENT. Written notification must be made to C2 SOLUTIONS GROUP if the Licence is to be transferred.
- Any website code that is not freely accessible to third parties and not in the public domain, and to which C2 SOLUTIONS GROUP or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from C2 SOLUTIONS GROUP. Unless previously agreed otherwise in writing, no modifications may be made by the CLIENT or any third party to code to which C2 SOLUTIONS GROUP or their suppliers owns the copyright. C2 SOLUTIONS GROUP acknowledges the intellectual property rights of the CLIENT. Information passed in written form to C2 SOLUTIONS GROUP, and that the CLIENT has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the CLIENT.
- We are confident that the CLIENT’s expectations will be exceeded and as such, as part of this agreement, and in line with industry standards, C2 SOLUTIONS GROUP will insert a small line of text in the footer of the completed site “Design by C2 SOLUTIONS GROUP” that cannot be removed for the life of the website.
- The CLIENT acknowledges that C2 SOLUTIONS GROUP reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of C2 SOLUTIONS GROUP’s services.
Liability and indemnity
- You agree that we shall have no liability to you or any other person with respect to any loss of service, data, business, indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profit/goodwill for any matter whether such liability is asserted on the basis of contract, tort, breach of warranties either expressed or implied.
- You agree to defend, indemnify, save and hold us, our staff and suppliers from any and all demands, liabilities, losses, costs and claims, including reasonable legal fee’s asserted against us, our agents, our clients, our offices and employees, that may arise or result from any service provided, performed or agreed to be performed or any product sold by a customer, their agents and employees.
- You agree to defend, indemnify, and hold us harmless against liabilities arising out of:
- Any injury to person or property caused by any products sold or otherwise distributed in connection with C2 SOLUTIONS GROUP
- Any material supplied by the customer infringing or allegedly infringing on the proprietary rights, legal and/or civil rights of a third party
- Any breach of any representation or warranty provided herein
- Any negligence or wilful misconduct by you
- Any allegation that your account infringes a third person’s copyright, trademark, or intellectual property right, or misappropriates a third person’s trade secrets
- Any defective products sold to customers from our server
- By accessing any service hosted on our network you understand, agree and are bound to this indemnification and any other indemnification mentioned in our service agreement and agreements referenced to therein.
- Should we be notified of pending legal action or intention to seek legal advice, we may seek written confirmation from you concerning your obligation to indemnify C2 SOLUTIONS GROUP. Failure to provide such confirmation may be considered a breach of this agreement.
- We cannot be held responsible for any damages your business/operation may suffer. We provide no warranties, expressed or implied, for service we provide. Nor do we guarantee your web site or applications will be error free on our servers. We are not responsible for loss of data resulting from delays, software incompatibility, hardware or software issues, outages, failed deliveries and any service interruption caused by C2 SOLUTIONS GROUP, our employees or our suppliers.
- Should any part of this policy be made invalid by relevant legislation, the remainder of the policy shall remain in force.
- You and C2 SOLUTIONS GROUP agree that this agreement is governed by, and will be interpreted in accordance with, the laws of the State of New South Wales in Australia.