Terms & Conditions
1. DEVELOPMENT OF WEBSITE
The Client authorises Nimbler Digital Pty Ltd to design and develop the Website to the specifications outlined in the Functional Specification document and agrees to pay the fee as estimated in the Fee Schedule section. The Client also acknowledges that the services provided by Nimbler Digital Pty Ltd do not include any designs, creation of content or any further advice on strategic marketing.
2. DELIVERY OF WEBSITE
The website will be delivered on the SilverStripe CMS Platform. Nimbler Digital Pty Ltd will carry out the services in a professional manner and shall use reasonable endeavours to deliver to The Client the Website no later than the Due Date. The Client acknowledges, however, that this delivery deadline is an estimate, and is not required.
3. OWNERSHIP RIGHTS
The Client shall own all rights in The Client Content and The Client shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Nimbler Digital Pty Ltd for use in the Website. All right, title, and interest in and to the Website and module code including all content, diagrams, strategies, literal and non-literal expressions of ideas that may be used shall either be Open Source (available to anyone) or owned by The Client.
4. PAYMENT TERMS
For all of Nimbler Digital Pty Ltd’s services under this Agreement, The Client shall pay Nimbler Digital Pty Ltd as outlined in this document and if not paid Nimbler Digital Pty Ltd shall have the right, but not the obligation, to suspend the website or terminate this Agreement and retain all designs, code and any other materials developed until payment is made.
Nimbler Digital Pty Ltd payment terms are: 50% Deposit, 25% on Design Sign =-off, 25% on Launch. The Client acknowledges, that any costs quoted are based on an estimate of time and agrees to be billed and pay for hours actually worked. Any additional services or changes to the requirements list are not covered in this agreement and will be quoted separately and approved by The Client in writing prior to any further work commencing. All payments are to be made within 7 days. All prices are estimated hours. Any further work will be billed at $150/hr (excl. GST).
The Client and Nimbler Digital Pty Ltd acknowledge and agree that all documents and information related to the development of the Website (the “Confidential Information”) will constitute valuable trade secrets of Nimbler Digital Pty Ltd. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Nimbler Digital Pty Ltd’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public on Nimbler Digital Pty Ltd’s website. Nimbler Digital Pty Ltd also agrees to keep all information, ideas, and concepts provided by The Client confidential.
6. LIMITED WARRANTY & LIMITATION ON DAMAGES
The Client acknowledges that Nimbler Digital Pty Ltd is not responsible for the results obtained by The Client when implementing the strategies and documentation developed. The Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the Price. Nimbler Digital Pty Ltd accepts no liability for any damage, loss of productivity, or loss or alteration of matter detrimental to the users property due to the use of strategies recommended by Nimbler Digital Pty Ltd.
7.1 GRANT OF LICENSE – THE CLIENT
The Client hereby grants to Nimbler Digital Pty Ltd a nonexclusive, worldwide, royalty-free license to edit, modify, adapt, translate, schedule, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use The Client content as necessary to render the Services to The Client under this Agreement
7.2 GRANT OF LICENSE – NIMBLER DIGITAL PTY LTD
Nimbler Digital Pty Ltd hereby grants to The Client a limited, nonexclusive, non-transferable license solely to make use of Nimbler Digital Pty Ltd Materials which are incorporated in the Website and which are required for the operation of the Website solely to operate the Website on the Host Server.
8. DEVELOPMENT TERMS
Any functionality not specified in the Scope will be quoted separately. Any issues/fixes will be fixed without charge Browser compatibility will be for modern web browsers.