Terms & Conditions
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These Terms and Conditions (“Terms”) apply to any services the Customer orders from acidgreen (“Order”). Any Order from the Customer constitutes the Customer’s acknowledgement that the Customer has read and understood the Terms and the Customer’s irrevocable acceptance to be bound by the Terms. acidgreen may amend the Terms from time to time. The Terms cannot be varied without acidgreen’s written consent. Amended Terms become effective from the date they are published on our website and apply to Orders being processed at the time as well as any new Order placed thereafter. Customers are invited to review the Terms before placing an Order.
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Once accepted by acidgreen, the Order together with the Terms will form a binding agreement between the Customer and acidgreen (“Agreement”).
Estimates & Payments
1.
acidgreen does not provide fixed price quotes, we work on Time & Materials (T&M) basis. Estimates provided are relevant for 30 days and should not be considered as a fixed price quote.
2.
All quotations are ‘estimates’ only and include the minimum total hours required for the project. Quotation estimates are based on the information provided at the time of estimating and are subject to change if additional work or variations are required.
3.
Design and Development invoices are based on Time & Materials (T&M) and sent on the last day of the month based on the actual hours/days worked. Invoice payment terms are 7 days.
4.
All acidgreen services will stop if payment is more than 30 days overdue.
5.
For web design & development projects our process is to provide an ‘estimate’ cost for project delivery. During the ‘workshop and functional documentation’ stage we document and define the actual ‘scope of work’ which supersedes any other brief or written or verbal requirements. The project will then be re-estimated and charged based on Time & Materials (T&M) .
6.
A 10% “security deposit” is required to start all new build projects. The deposit will be credited against the go-live final month invoice. The 10% is based on the estimated total project delivery.
7.
Payment in advance is required for new Customer site audits. Any time required over and above the allocated hours will be charged Time & Materials (T&M).
8.
The cost for stock photography is not included within our quotes. Please budget for an additional estimated $50 for stock photos (per image).
9.
The cost for 3rd party software or extensions may not be included within our quotes. Customers will be alerted when a 3rd party costs is required and we will await approval in writing before purchasing. An acidgreen ‘administration fee’ may be added to each purchase (agreed at the time of quoting).
10.
In the event that payment is not received the Customer will be liable for all subsequent costs incurred in recovering the debt. This includes but is not limited to all legal and debt collection commissions and expenses. The Customer will also pay acidgreen interest on any amount due and not paid by the Customer within the time required by the Agreement at the total rate of interest fixed by the Interest and Penalty Tax Guide (NSW).
11.
All prices quoted are exclusive of GST unless otherwise stated
Ownership & Inclusions
12.
Ownership of the designs, development code and systems remain property of acidgreen until such time as all monies are received.
13.
Wireframe and Web design estimates include 1 concept and up to 2 rounds of iterations per page. Additional changes will increase the estimated hours (thus the time and materials charge). Delivery timelines may also be impacted depending on the total rounds of changes within any given project.
14.
Search Engine Optimisation services are not included within website development estimates (unless otherwise agreed in writing).
15.
Although acidgreen are leaders in digital marketing, due to the nature of search engines we are unable to guarantee any specific search engine placement.
16.
Websites are developed to work with the most popular internet browsers released in the last 3 years. Browsers released after the time of project estimation are not supported.
17.
Fixes to issues/bugs related to or caused by 3rd party software or extensions/apps are not included within scope estimates.
18.
Any upgrades required to new software versions released after development has started (eg; 3.1.0 to 3.1.1) are not included within scope estimates.
19.
Fixes to issues/bugs related to or caused by the core software (eg known Magento bugs) are not included within scope. Bug fixes that require software version updates that are released after development has started (eg; 3.1.0 to 3.1.1) are not included within scope estimates.
20.
Estimates are based on the information provided and documented in writing ‘before’ the estimate is given. Functionality discussed after an estimate has been provided does not imply it is included within scope.
21.
Unless requested and documented as part of the requirements (prior to the estimate being provided) we assume the default functionality of the required software (eg; Magento/Shopify) will be used. While we are experts in our field we can not anticipate every desired requirement unless communicated.
22.
We charge a fixed “Business SLA + Service fee” with all retainers which covers our standard business hours SLA, monitoring software and access to all our systems including 2 users of the Atlassian suite (JIRA, Confluence, Bitbucket). Additional Atlassian users will be invoiced.
23.
New build projects include 2 JIRA users for the duration of the build until go-live. Any additional JIRA users will be invoiced to the Customer. After go-live the JIRA uses will be included as part of our ongoing monthly service fee.
Changes & Delivery
24.
Changes to designs after confirmation will incur ‘variation fees’ at the standard acidgreen hourly rate track as T&M.
25.
The acidgreen “daily rate” is based on 7.5 billable hours per day. Timesheets are tracked as portions of days with the minimum portion being no less than the equivalent of 1 hour.
26.
Quoted delivery dates may change due to unforeseen circumstances, delays in Customer response times or excessive design changes.
27.
If a Customer places a project on hold for more than 2 months (60 days) a 5% financial penalty will apply.
28.
Every Customer is different. Some are able to provide concise and detailed briefs via email and some prefer us to come on-site to have regular meetings to discuss changing and uncertain requirements with a boardroom of stakeholders. We consider a ‘reasonable’ amount of management time to be up to 15% of the project value. In the event excessive project management time is required naturally the Time & Materials utilised will be more than the estimates provided.
29.
The scope of work is defined by what was communicated and documented within the functional requirements prior to the estimate being provided. Any new request not clearly specified in the functional document may be considered a ‘change request’ and may impact the cost and delivery timeframe for the project. acidgreen reserves the right to determine which requests can be accepted and which need to be considered a ‘change request’.
Hosting
30.
For Customers hosting their own websites we require SSH access (so we can automate and speed the deployment process and reduce human error). If SSH access can not be provided additional time/fees will apply for each deployment. As it is likely a project will have multiple deployments Customers should ensure SSH access is available, or budget for additional costs related to excessive deployment management.
31.
The acidgreen ‘monthly retainer’ does not cover hosting support intervention, proactive monitoring or 24/7 response times. Customers with unmanaged hosting should purchase our ‘managed service hosting support’ contract.
32.
For Customers without our ‘managed service hosting support’ contract requiring hosting intervention our rates are $249/h during business hours and $349/h outside of business hours. We can not provide a SLA to Customers without a contract.
33.
acidgreen offers cloud hosting and hosting managed services (aws+azure). Hosting terms are provided separately within the hosting proposal depending on the engagement.
Support
34.
Due to the nature of technology various issues can occur with websites. To receive support on their website, Customers are required to have an active ‘monthly retainer’ to cover the possible required hours for support issues.
35.
Websites are designed to work with current technologies and browser versions. If future unforeseeable changes to technology or browsers cause website errors acidgreen can repair these at the standard hourly rate.
36.
Any required website fixes or data restores required as a result of Customer error or any third party (including but not limited to ‘hacking’) will be (at acidgreen’s discretion) subject to resolution at T&M billing.
37.
The Customer is expected to test fully any application or programming relating to a site developed by acidgreen before being made generally available for use.
38.
Customers are required to have an active ‘monthly retainer’ for our support services to be provided. Work can not commence if the Customer has overdue payments.
39.
acidgreen will continue to track time on the ‘monthly retainer’ to support the Customer's site above the minimum monthly commitment hours unless specifically requested.
40.
Deployments required outside of business hours will be charged at double time.
41.
acidgreen reserves the right to adjust charge out rates in the future with thirty (30) days notice
42.
Issues requiring urgent resolution outside of business hours, weekends and Australia public holidays are tracked at double time.
43.
Any monthly spend under the committed value will be added to the following month’s commitment (e.g. if you are on our BRONZE $4,000 and only spend $3,000 the following month commitment will increase to $5,000).
Warranty
44.
The Customer warrants that it has not relied on any representation made by acidgreen which has not been stated expressly in the Agreement, or upon any descriptions, illustrations or specifications contained in any document including publicity material produced by acidgreen.
45.
Save for any terms, conditions, guarantees, warranties, indemnities or other rights which may arise under applicable laws and which cannot be excluded, all warranties, whether express or implied including but not limited to warranties as to fitness for any purpose and merchantability are expressly excluded.
46.
To the extent legally possible, any liability that acidgreen may have to the Customer in relation to the services which cannot be excluded shall be limited to, at acidgreen’s discretion, either the supplying of the services again; or the payment of the cost of having the services supplied again.
Indemnity & Liability
47.
The Customer shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the website, its look and feel, any logos, any imagery, any ‘tag lines’ or any other web site content or documentation designed or developed by acidgreen.
48.
The Customer agrees to fully indemnify and hold acidgreen free from harm in any and all claims resulting from the Customer in not having obtained all the required copyright, and/or any other necessary permissions.
49.
acidgreen will not be responsible for any damage, loss or liability the Customer or any third party may suffer. This includes loss of revenue, profits or data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by acidgreen and its employees or otherwise.
50.
The Customer agrees that it shall defend, indemnify, save and hold acidgreen harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against acidgreen, its agents, its Customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns.
51.
The Customer agrees to defend, indemnify and hold harmless acidgreen against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with acidgreen; any material infringing or allegedly infringing on the proprietary rights of a third party or causing a copyright infringement and any defective products sold to Customer from acidgreen’s or its partners’ servers.
52.
The Customer acknowledges and agrees that the allocation of risk contained in the Agreement is reflected in acidgreen’s rates, and the fact that the services and application(s) they relate to cannot be tested in every possible combination, operating conditions or application, and it is not within acidgreen’s control how and for what purpose the services will be used by the Customer.
General terms
53.
The Customer agrees to not directly or indirectly in any capacity induce or attempt to induce any acidgreen employee to leave the Company or to provide freelance work. The Customer should also act with fidelity and good faith to not work with any previous employee of acidgreen for a period of at least 12 months from the end of their agreement.
54.
acidgreen retains the right to use any designs for self promotional purposes.
55.
These Terms and Conditions supersede all previous representations, contracts, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing.
56.
The minimum monthly retainer commitment is ninety (90) days.
57.
The Customer may cancel the Agreement by providing sixty (60) days’ prior written notice to acidgreen.
58.
The Agreement is subject to the laws of the State of New South Wales and the Customer agrees to submit to the non-exclusive jurisdiction of the Court of New South Wales and the Federal Courts of Australia and that any legal proceedings may be heard in these Courts.