Last update: Oct 30, 2023
This Terms of Service (this “Agreement”, “Terms”) is between Symly Australia (“we”, “us”, “System”, “Platform”, “Symly”, “Developer” or “Contractor”) and the Client (“you”, “User” or “Customer”) using our services (“Services” or "Service"). You may choose us to provide you with professional services to help you create websites, manage their content, perform SEO and Marketing and customization as well as hosting services and domains. Listed below are the terms and conditions for using our professional services. They are necessary in order to maintain good practice and protect us and yourselves.
Evaluation, Acceptance, and Completion
As Developer completes each stage of the project, Developer will submit the completed materials to the Client for approval. The client will have three business days to approve the completed materials or provide corrections and comments. The developer will have ten business days after receiving the Client’s comments and corrections to submit a revised version of the materials to the Client. The client will review the revised version within one business day of receipt and either approve the corrected version or suggest further changes. If the Client fails to provide approval or comments during any of the approval periods, those materials will be considered to be approved. The developer shall have fulfilled its obligations when any one of the following first occurs: (1) Developer accomplishes the Developer activities described within this SOW (Scope of work), including delivery to the Client of the materials listed in the Section entitled “Deliverables”, and Client accepts such activities and materials without unreasonable objections. No response from the Client within two working days of deliverables being delivered by the Developer is deemed acceptance. (2) Developer and/or Client has the right to cancel services or deliverables not yet provided with twenty working days advance written notice to the other party.
Platform Used
Developers may use a combination of modern web development technologies in a combination of AWS, Symly Builder, Custom HTML code, FormID, and other similar tools to develop the solution for the client. The developer is not obliged to provide the code & content back to the client if the client decides to terminate the contract.
The Developer will make the Client aware of the components used to develop the solution and the cost of using those components will be borne by the Client. The client was made aware that The Terms and conditions of the DIY platform used apply to this contract. These terms can be found here.
Confidentiality
During the term of this agreement and afterward, the Developer will use reasonable care to prevent the unauthorised use or dissemination of the Client’s confidential information. Confidential information is limited to information clearly marked as confidential. Confidential information does not include information that: the Developer knew before Client disclosed it; is or becomes public knowledge through no fault of Developer; Developer obtains from sources other than Client who owe no duty of confidentiality to Client, or Developer develops independently. Developer warrants that Developer will not knowingly infringe on the copyright or trade secrets of any third party in performing services under this Agreement.
Intellectual Property Ownership & Infringement
The Client will own the website content and any visuals provided by the Developer. The Developer will host and maintain the website and related components on web servers and databases owned by The Developer. The Client guarantees that they have legal rights to all elements of text, photographs, and anything else that they provide the Developer with and will not hold the Developer responsible for any third-party claims. The Developer will guarantee that they have legal rights to all elements related to the services they are providing and will not hold the client responsible for any third-party claims. To the extent any material used by Developer contains matter proprietary to a third party, Developer shall obtain a license from the owner permitting the use of such matter and granting the Developer the right to sublicense its use. Client warrants that they will pay to the Developer the cost associated with the use of license for their project. The developer will not knowingly infringe upon any existing patents of third parties in the performance of services required by this Agreement. Client warrants to Developer that: Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Developer to use Client Content for the Site; and
The client has or will obtain any authorizations necessary for hypertext links from the Site to any other third-party websites. The client will indemnify Developer from any claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of the Client’s representations and warranties contained in this Agreement. For such indemnification to be effective, however, Developer must give the Client prompt written notice of any such claim and provide the Client such reasonable cooperation and assistance as the Client may request in the defense of such suit. The client will have sole control over any such suit or proceeding.
Website Credits and Links
The developer may take the following actions: Developer can state on the Site that Developer developed the Site. This will be stated discreetly in the site footer and include hypertext links on the Client’s website to Developer’s website. Developers can place links on Developer’s website to Client’s Site as an example of the Developer’s services.
Variations and Changes
If the Client wishes to implement revisions after the Client has already accepted Developer’s work product following the completion of any stage of development, the Client shall submit to Developer a written proposal specifying the desired changes. The developer will evaluate each such proposal at its standard rates and charges. The developer shall submit to the Client a written response to each such proposal within 10 working days following receipt. The developer’s written response shall include a statement of any impact the proposed changes will have on the contract price, delivery dates, or warranty provisions of this Agreement. Client shall have 10 business days from receipt of Developer’s response to its proposal to accept or reject it in writing. If the Client accepts Developer’s response, Developer shall draft a written Contract Amendment Agreement to reflect the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The developer shall commence work on the desired changes once the Contract Amendment Agreement is signed by authorized representatives of the Client and Developer.
Should the Client reject Developer’s response to its proposal, the Client will so notify Developer within ten working days of the Client’s receipt of the response. The developer will not be obligated to perform any services beyond those called for in this original Agreement. If the Client wishes to implement revisions to the scope of work in the SOW before the completion of any stages of development, the following process will follow. The Client will provide to the Developer with the change request in writing, describing the change, the rationale for the change, and the effect the change will have on the project. The Developer and the Client will mutually agree upon any charges for such investigation, if any. If the investigation is authorized, Developer will invoice the Client for any such charges. The investigation will determine the effect that the implementation of the change request will have on the SOW price, schedule, and other terms and conditions of the Agreement. Upon completion of the investigation, both parties will review the impact of the proposed change and, if mutually agreed, a Change Authorisation will be executed. The developer shall commence work on the desired changes once the Contract Amendment Agreement is signed by authorized representatives of the Client and the Developer
Termination & Renewal
This Agreement will automatically terminate when both Parties have performed all their obligation under the Agreement and all payments have been made. Should there be a desire to terminate the agreement before the completion of the project, the Client will notify the Developer ___30__ days in advance, and pay for services already completed and for hours already worked. Upon completion of this performance period, Developer and Client will have the option to renew this agreement for an additional then-stated number of hours at the then-current hourly rate for those resources identified.
If Client terminates this Agreement under any provision, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of $75/hr plus expenses on the date of termination. The developer shall submit an invoice detailing its time and expenses. If the invoice amount is less than the amounts paid to the Developer prior to termination, Developer shall promptly return the excess to the Client. If the invoice amount exceeds the amounts paid to the Developer prior to termination, the Client shall pay Developer the difference within 30 days of the date of the invoice.
Dispute Resolution
If either party accuses the other of being in breach of contract, the accused party will have 30 days to address the breach. Any disputes about this Agreement are to be determined by the courts having jurisdiction in the State of Victoria in accordance with the laws in force in the State of Victoria in the country of Australia.
Disclaimers and Limitations of Liability
Neither party will be liable for breach-of-contract damages that are remote or speculative, out of the control of the Developer or Client, or that the breaching party could not reasonably have foreseen on entry into this agreement. The developer will not be liable for any delays to the timelines due to dependency on third-party services, inputs from the Client, or situations that are out of the control of the Developer.