Services Terms and Conditions
These are the Terms and Conditions on which Flexbox Digital Pty Ltd ABN 97 628 299 025 will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.
1. Commencement date and term of the Agreement
The Agreement between Flexbox Digital and the Customer commences on the date this Agreement for the Flexbox Digital Service is accepted by Flexbox Digital.
This Agreement includes these Terms and Conditions, all attached Schedules and any product or service specific Terms and Conditions, and continues in force until terminated by either party in accordance with the terms of this Agreement
2.Ownership
The Customer retains ownership of the finished software/website provided by Flexbox Digital Pixel and delivered to the Customer.
Flexbox Digital has no ownership rights in the Customer Content.
Ownership of the finished deliverable will be transferred to you upon full payment of all issued invoices.
You acknowledge that the software that is developed by Flexbox Digital may run on third party platforms, software and environments and therefore if any of these third party platforms, software or environments make an update or discontinue this may cause your software to breakdown, be interrupted or not operate at full functionality.
The Customer retains ownership of the finished software/website provided by Flexbox Digital and delivered to the Customer.
The ownership of any website, software or domain name is retained by the Customer only after payment in full of any outstanding invoices related to that website, software or domain name is made to Human Pixel Pty Ltd including any Late Fees or Penalties.
The customer grants Flexbox Digital Pty Ltd worldwide license to use images or screenshots of the completed website or software for the purposes of marketing.
3.Variations and Additional Costs
Minor changes will be accepted however major changes will be treated as a variation and change to project scope.
Examples of Variations and Additional Costs
introduction of additional requirements not discussed during the discovery stage i.e. branding deliverables, the introduction of video requirements, data entry required;
changes in the Specifications during the design stage
costs for commercial fonts, photography, plugins
additional pages, features, functionality etc
requested changes to the design after final approval has been requested or provided;
Support and maintenance Packages
Support and maintenance services are a paid service utilising paid Support & Maintenance Packages.
Our support services consist of, but are not limited to:
Our maintenance services may consist of, but are not limited to:
website backup & recovery;
CMS updates;
plug-in updates;
hosting space increases;
general design services;
general development services;
general marketing services;
small updates to Software;
design and development;
out of warranty bug fixes;
out of scope project work;
data entry;
content changes;
general project management.
Commencement of support tasks will start upon receipt of written support brief/request, confirmation of time estimate provided for the specific task/s from Flexbox Digital and availability of hours on a Support & Maintenance Package. We will not proceed with the Services until we receive your written approval to proceed.
Unused Support & Maintenance Packages will not be refunded.
4.Limited Warranty
The Fees for development/technology include the provision of a limited warranty for a period of 90 days to fix identifiable bugs. Under the Limited Warranty, Flexbox Digital will repair any non-working feature (bug) on any website, web application or programming (the Project), where the following conditions are met:
a) The feature which requires repair was included in the original scope of works
b) The request is not for an enhancement to a feature
c) Not more than 3 months have passed since the Project Go Live stage
d) There have been no changes made by the Client or an Agent of the Client to the code of any part of the Project
e) It is your responsibility to review and test the software and ensure you are satisfied with it during the testing and warranty periods.
f) Any bug fixes or changes required as a result of upgrades to mobile operating systems like iOS, android or windows, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package
g) When open source Software, such as WordPress, Magento, MySQL, PHP and Apache, is used to build and host websites, we cannot guarantee that these open source Software products are error-free. Any work required to address bugs, version or system updates, are not included under the Warranty and will be quoted for separately, or placed on a Support & Maintenance Package.
5.Termination
The Customer may terminate this Agreement by providing at least four weeks written notice to Flexbox Digital. Any unused pro-rata portion of monthly service fees may not necessarily be refunded to the Customer.
Flexbox Digital may terminate this Agreement:
a) by providing four weeks written notice to the Customer;
b) immediately & without notice, if the Customer breaches this Agreement; or
c) if required by Law or Court Order.
Upon termination of this Agreement, the Customer will be provided with an invoice in relation to any Flexbox Digital Service used prior to termination. This invoice must be paid using the same payment method agreed to on the order form. All prior invoices immediately become due and payable upon termination of this Agreement.
Upon termination of this Agreement, Flexbox Digital may delete the Customer’s website from Flexbox Digital’s computer system or prevent access to the Customer’s website or other services.
6.Terms of payment
The Customer agrees to pay to Flexbox Digital the fees and usage charges in accordance with Flexbox Digital’s prices in this Agreement, and in accordance with the Flexbox Digital schedule of payments for the Flexbox Digital Service, as agreed, and as may be varied by Flexbox Digital from time to time
The Customer agrees to pay Flexbox Digital in accordance with the payment schedule (in this Agreement)
Fees and charges are exclusive of all GST unless specified as GST inclusive.
7.Billing
Flexbox Digital offers direct debit from a bank account or credit card as forms of payment
Where the billing option does not specify otherwise, all service fees and charges are payable within 14 days of the date of the invoice.
8.Use of credit card
If the Customer intends to use their credit card to pay Flexbox Digital, the Customer must register the relevant credit card account with Flexbox Digital, and provide authorisation to debit the Customer’s credit card for all charges
A surcharge for credit card payments may be imposed as set out in the Schedule 2.
9.Collection
If payment remains outstanding for an extended period of time, we may pass the debt over to a collection agency and the Customer will be liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by Flexbox Digital l for enforcement of obligations and recovery of monies due from the Customer to Flexbox Digital.
10.Notice
A notice or communication to a party under this agreement must be in writing in English.
Written notices by the Customer to Human Pixel must be by email to [email protected] or by mail to Flexbox Digital’s address set out in this Agreement or as updated by written notice from Human Pixel from time to time.
Written notices by Flexbox Digital to the Customer must be by email or mail to the email or mail address set out in the order from as updated by written notice from the Customer to Flexbox Digital from time to time.
12.Third Party Software
As part of a Project we may provide Third Party Software as part of the Project. You acknowledge that:
we have limited control over the functionality or operation of the Third Party Software;
if the third parties provide data or other information for use with the Software, we have no control over the accuracy or completeness of that information;
you accept and must comply with the terms and conditions of the Third Party Software providers; and those Third Party Software providers may invoice you directly for ongoing costs relating to your use of the Software;
the Fees for the Third Party Software may change from time to time. The new prices not supplied directly by the provider will apply from the date that we notify you.
13.Confidentiality
(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Proposal. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:
provide a reasonable amount of notice to the other Party of the proposed disclosure;
consult with the other Party as to the form of the disclosure; and
take all reasonable steps to maintain such Confidential Information in confidence.
(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.