Terms & Conditions
Below are Naxa Digital general terms and conditions
- Naxa Digital Intellectual Copyright: Naxa Digital holds intellectual copyright of any material, including source code and original images created for the client until payment until such time as all invoices relating have been paid in full . At this time, we will transfer this intellectual copyright to the client.
- Clients Responsibilities with Regard to Copyright: In situations where the client provides images, text, animations, layouts or any other content for their website they are legally responsible for ensuring that this material does not infringe any copyright or other laws.
- Images and IP.Certain images provided by Naxa Digital may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a website. The license may not permit them to be used in publicity material. The website owner is legally responsible for ensuring that this does not happen. If you wish to use any images from the site for other purposes, please contact us for clarification.
- 3rd Party Charges: All third party costs shall be met by the client unless otherwise stated
- Search Engine Promotion: If Search Engine Optimisation has not been agreed as part of a contract the client must be aware that Naxa Digital are not responsible for ongoing web site promotion. Should the client require the site to be promoted on an ongoing basis a separate contract must be agreed. Naxa Digital does not make any guarantees on ranking position.
- Cancellation of service: Should the client wish to cancel services they should give notice in writing of not less than 30days and at they shall remain liable for the work that has taken place and shall be invoiced accordingly. Naxa Digital reserves the right to immediately suspend or cancel services where the client’s account is overdue or outside of agreed trading terms.
- Quotations: The price quoted to the client is for the work specifically agreed to only. Should the client add to the scope of work then additional charges will apply. Correspondingly, should the client scale back the scope of work a refund is not guaranteed. Additional charges will be charged at the hourly rate of $145 + GST per hour.
- Project Delivery: The project schedules, time lines and delivery dates expressed by Naxa Digital are indicative estimates only. There may be occasions where product delivery or demonstration of completion of works does not correspond to these expressed schedules, timelines or dates.
- Exclusion of Liability: Except in relation to property damage (excluding loss of data), injury or death it is agreed by the client that Naxa Digital will not be liable for any damages or loss incurred by the client including, loss of revenue, loss of opportunity and loss of profit. The client also agrees that Naxa Digital will not be liable for any damages incurred indirectly by any 3rd party’s related to the client or the client’s business, where the 3rd party may seek legal action or compensation of any kind from the client.
- Termination: Either party may terminate this agreement upon the provision of 30 days’ written notice to the other party. Naxa Digital may terminate immediately any service agreement if the client does not make payments for invoices issued, or if the client obstructs Naxa Digital’s ability to work on or support a clients website.
(a) If the Client terminates an agreement prior to the end of service period any unused support hours are non-refundable. The Customer will also be required to pay for any unpaid work or costs incurred by Naxa Digital in relation to service, support or projects. Upon receiving any outstanding balance Naxa Digital will provide works to the point of termination in disk format, conditional that the works can be provided in that format. If the works require additional costs to retrieve from or co-ordinate retrieval from a 3rd party, then these costs will be incurred by the client.
(b) Naxa Digital may immediately terminate any Agreement upon the Customer becoming Insolvent.
- Support and Development Services – Unless otherwise agreed all services are delivered in 1 hour increments with a standard hourly of $145.00 + GST. Where a client has purchased a support pack there is a guarantee of hours available within the invoiced support period/month, if the client exceeds the allocation or requires additional hours within this period, the client agrees to Naxa Digital’s standard hourly rate which will be billed in addition to the next periods support service invoice. Any hours not utilised within the period will not carry forward as credit into the next period.
- Payment – Terms: Payment term is 7 days from date of issue.
- Payment Methods: Unless otherwise agreed, payment is only accepted by direct bank deposit or cheque. If payment is made by cheque, then works corresponding to the payment will commence upon clearing of the cheque payment funds in Naxa Digital’s account.
- Payment of Invoices: Invoices are issued in advance for support and service agreements. Payment of invoices is required within the agreed terms. We reserve the right to suspend services if payment has not been made within terms.
- 3rd party Software’s: Various 3rd party software’s may be utilised to enhance client’s websites. If such software’s incur purchase or license cost, then these costs will be passed onto the client with a 15% management fee. Where Naxa Digital 1st present a quoted solution as ‘customised’, we may at a later date determine to utlise a 3rd party software to achieve the quoted result. If such a 3rd party software alternative is utlised, then Naxa Digital will cover the cost of the 3rd party software.
- Site Problems: Problems caused by malicious software, spyware, viruses and website hacking are a fact of life on today’s Internet. It is highly unlikely that these will affect your website, and Naxa Digital will endeavor to protect it from this as much as we can whilst supporting a clients website, but Naxa Digital cannot be held responsible for problems caused by illegal activity or the actions of others. Naxa Digital advises all clients to commission regular 3rd party secure audits of their websites. Any costs to implement security audit remediation suggestions will be charged for as an additional cost.
- Access to Client Hosting Space: We may require ongoing access to our clients’ hosting space to allow us to support and monitor their websites. If the client chooses to change the password we will no longer have access to the website and further support will not be possible.
- 3rd party conflicts: If the client requires any 3rd party to access the development environment or live environments, then the agreed warranty is null and void. Correspondingly any additional work required to identify or repair any issues resulting from access by any 3rd party are not covered under any agreement between Naxa Digital and the client. Any such work will be charged as extra at the hourly rate of $145 + GST per hour.
- Legal: If at any point Naxa Digital feels that the supported website is used for an illegitimate purpose, then Naxa Digital have the right to refuse to support the website, this is for the protection of our clients, the consumer and ourselves, as we have a responsibility to all three.
- Malicious Attacks: Naxa Digital aims to keep extra costs to a minimum, however if there is any malicious activity on the website being supported by Naxa Digital, then there will be additional costs to amend any issues with the website. There are ways to prevent this, for example we will give you FTP details, it is strongly advised that only professionals use this information to access the website, as modification of any of the files can cause major disruption, which will eventually lead to extra costs.
- Compliance with eCommerce, Accessibility or Other Regulations: We support and construct websites in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations.
- Laws and Regulation, We cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. We can research this on the client’s behalf upon request, but in any business where complex compliance issues may exist we recommend that the client takes legal advice from their company lawyer.
- Disputes and Mediation: The parties must endeavour to settle any dispute in connection with the contract by mediation. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any party’s notice of dispute, by a person appointed by the Chair of Resolution Institute, (ACN 008 651 232, Level 2, 13-15 Bridge Street, Sydney NSW 2000; telephone: 02 9251 3366, email: [email protected]) or the Chair’s designated representative. The Resolution Institute Mediation Rules shall apply to the mediation. It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation.
- Confidentiality. The client must maintain the confidentiality of all aspects of its relationship with Naxa Digital, and must not disclose such information to a third party without first obtaining Naxa Digital’s prior written consent