Terms and Conditions – Software Development Sydney

These are the standard Terms and Conditions for Graphic Design, Website Design & Development, Software Development, Domain Name Registration, SEO (Search Engine Optimisation), Social Media Management, Social Media Marketing, Lead Generation, WordPress Development support & maintenance and Web Hosting. The Customer agrees to these terms stated upon beginning any of the services stated above, or otherwise provided by Xenxcel.

General

It is solely the responsibility of the Customer to keep Xenxcel up to date on any changes in their contact details. Failure to do say may result in service expiry or inability to render ongoing services.
Xenxcel reserves the right to refuse its services and/or products to anyone. This includes the right to suspend or cancel a Customer’s access to existing services on the violation of this Terms Agreement or at Xenxcels’ absolute discretion that the services have been abused or used inappropriately.
All invoices, quotes, service announcements, and any other notifications will be sent to the Customer via email.
Should it become necessary to conduct meetings outside of standard business hours, defined as 9:00 to 5:00, the participating parties agree to engage in such meetings willingly and to allocate reasonable time for discussions and decisions. Any meeting calls held beyond standard business hours will be billed at an additional rate of $350 per hour. The parties understand that after-hours meetings may be scheduled in exceptional circumstances and will make efforts to minimize the frequency of such occurrences. Prior notice will be provided whenever possible, and the parties will collaborate to determine the most convenient time for all participants involved. This clause is applicable regardless of the communication platform used for the meeting calls. By entering into this agreement, the parties acknowledge and accept the terms outlined for after-hours meeting calls.

Meeting Policy:

All meetings, whether in-person or virtual, are subject to charges as outlined below:

Free Initial 30 Minutes: The first 30 minutes of any meeting will be provided without charge.
Charges After 30 Minutes: Beyond the initial 30 minutes, meetings will be billed at a rate of $250 per hour.
Calculation of Charges: Meeting charges will be calculated based on the actual time spent, rounded up to the nearest hour.
Notification of Charges: Participants will be notified when the free 30-minute period is concluding, and charges will commence thereafter.
Cancellation Policy: In the event of meeting cancellation, a cancellation notice must be provided at least 3 hours prior to the scheduled meeting time to avoid charges.
Payment Terms: Meeting charges will be invoiced promptly following the conclusion of the meeting and are payable within 14 days from the date of the invoice.
Exceptions: The meeting charges may be waived or adjusted at the discretion of company personnel in cases of emergency or other extenuating circumstances.

Cancellations & Refunds

All deposits paid are non-refundable.
Fees charged on a pre-pay basis are non-refundable.
Progress payments made in the process of Xenxcel’s service are non-refundable.
Should a customer violate Xenxcel’s terms and conditions agreement, Xenxcel reserves the right to discontinue the service immediately with no refund.
Refunds may be given out when Xenxcel fails to deliver the service described. Such incidences are up to Xenxcel to decide upon at its absolute discretion.
Upon sign-off on completed design work, before the website is built, all fees (except the bill ‘balance’) are payable in due course. No cancellations will be accepted on signed-off work.
The ‘Balance’ of an invoice is a percentile value (as decided by Xenxcel) of the total bill indicated on the initial quote which is the final payment to be made upon service completion.
The limitations, functionality, and/or usability of any Xenxcel software (including, but not limited to; WordPress, WP eCommerce) do not warrant sufficient reason to withhold payment of the balance of the website bill. If the Customer requires a certain piece of functionality, Xenxcel provides services to facilitate such, for an respective additional fee.
If the customer’s website or service has been discontinued due to cancellation or expiry, Xenxcel can reinstate the website within 12 months with the added cost of $550+GST to serve as a reconnection fee.
Any cancellations of repeating services must be given 14 days prior notice. Bills paid in advance are non-refundable.
Please contact Xenxcel for service cancellation, Xenxcel will not accept service cancellations without notice.

Website Design, Development & Support

The Customer will receive a website design mock-up via the proprietary software based on the design brief submitted. The customer may request for two iteration of changes to the concepts until the design is to satisfaction.
The website, graphics, and any programming code remain the property of Xenxcel until all outstanding accounts are paid in full.
If a logo has been purchased from Xenxcel alongside a website design, the logo will need to be signed off on before the website design commences.
Xenxcel’s WordPress websites are self-managed and Xenxcel is not responsible for any copy, editing, or updating of the Customers website. Xenxcel is under no obligation to do any work on your website unless otherwise contracted to do so.
All websites and landing pages will be delivered as shells with pages/posts filled with dummy or priorly provided text and images. The Customer is solely responsible for inserting copies, products and/or images, etc.
Following the expiration of the warranty period, irrespective of the presence of a contract, Xenxcel will apply a billable rate of $250 per hour for any requested website updates.”
While the Customer maintains full ownership of the website’s content and design (after the balance has been paid), some elements of the website designs remain the copyright of Xenxcel.
WordPress CMS Training or Links will be provided as part of the quote for website design. Added training sessions are billable at $250 per person/hour
Should hosting be purchased through Xenxcel, each website account is allocated the stated bandwidth and disk space and any additional usage will incur an additional charge. Xenxcel will monitor the Customer’s usage and if Xenxcel anticipates that your website may require more bandwidth/disk space, the allocation will be increased and purchased automatically to avoid outage of website and email services. Please see our website for allocations and pricing. When additional bandwidth/disk space is purchased, the activation of the disk space is provided as the website requires it up to the purchased amount. Although Xenxcel monitors the bandwidth/disk space usage of the Customer’s website, Xenxcel does not take responsibility for any website going offline due to exceeding bandwidth or disk space. In the event of a website going offline due to bandwidth or disk space issues, however, Xenxcel will endeavour to return it to its last working state should the Customer reactivate or update their hosting service.
On all Xenxcel’s websites, there is a built-in authorship anchor tag that links to the Xenxcel’s website. This anchor is linked from the footer of the Customer’s website. The footer link cannot be removed during the contract with Xenxcel.
Xenxcel will provide a warranty for the term of 30 days proceeding to the date of Website completion (as stated by email to the Customer) in which bugs and defects presented to Xenxcel will be repaired for no charge. Once this 30-day term expires, Xenxcel will not be liable for any bugs or defects that present themselves or are otherwise missed by the Customer. Changes, fixes, and bugs (outside the warranty stated under Website Hosting item 1) may be billable.
Xenxcels will endeavour to fix all issues that we are notified of within 48 hours of bringing the problem to our attention. This will incur in certain fee to fix the issue.
Xenxcels only supports web browsers released within the term of 12 months proceeding the date of Website completion. Any required compatibility may incur an additional charge.
Xenxcels supports only email clients released within the term of 12 months proceeding the date of email newsletter completion. Any required compatibility may incur an additional charge.
Xenxcels is not liable in the event that an email newsletter or HTML based email does not display properly if the email client/program/website/application does not support current standards for email development.
Xenxcels is not liable in the event of bugs and issues that a completed website is removed from its originally installed server without Customer’s notice to Xenxcels (unless otherwise stipulated in a previously stated warranty).

Financial Arrangements for Websites

The cost of the Xenxcels Website (including, but not limited to Brochure Websites, Shopping Cart Websites and Landing Pages) is a set price for design, development and installation of softwares. Xenxcel guarantees no ongoing fees (unless otherwise contracted to invoice for ongoing fees).
Quoted estimates are valid for 30 days from the date of issue. Our payment schedule is as follows:
- 60% of the total project cost as a deposit prior to the commencement of work.
- The final balance of 40% will be invoiced upon project completion.
In the event of any variations or extensions to the project, or should the Customer wish to engage Xenxcels on a time and material basis, all work will be undertaken in accordance with our hourly rates of $250 per hour.

Graphic Design

The deposit for graphic design work is due upon acceptance of the quote. The balance is due when the artwork has been approved, prior to the final sending of graphical files.
Any further changes after sign off will need to be quoted and billed separately.
For logo design services, Customers will receive an indeterminate number of design concepts by email based on the design brief. Customers can request a reasonable number of changes to their chosen concepts until the design is to their satisfaction. Approximately twice are normal.
Upon sign off when the design is completed, the Customer will receive the final graphic design files via email or through alternative file delivery methods whichever is convenient for client.
Xenxcels hands all artwork over in a print ready file for the Customer’s use. It is the responsibility of the Customer to check all content, contact emails, phone numbers, email address or any other requested details are correct. Xenxcels will not be held responsible legally or otherwise for any errors on the artwork that was not noticed prior to artwork use; including, but not limited to, spelling, grammar, colour issues or typing errors.
All Xenxcels graphic designs remain the copyright of the Customer. Ownership will be transferred to the Customer upon receipt of full payment.

Domain Registration

There is no guarantee made by Xenxcels that the requested domain name(s) are available, or are able to be registered under the requested suffix.
Xenxcels is in no way liable for the requirements of domain names, including – but not limited to – domain name registration, renewal and/or transfer.

Hosting Services

Xenxcel expressly does not host code written by anyone other than Xenxcel’s developers (past or present).
Xenxcel guarantees the health of the WordPress Website through only browser updates and styling issues when said Website is built by Xenxcel and is still within a period of a year while the website is hosted with Xenxcel. It is up to the discretion of Xenxcel to decide what issues merit guarantee. Fixes of these problems mentioned incurs additional charge, and services for Website fixes or changes which fall outside of these stipulations are also billable.
Invoices forHosting Services are invoiced monthly in advance. Hosting invoices are due within 30 days of issue; failure to complete the balance of the invoice may result in an interruption of service.
Should a Customer’s Service be interrupted, a reconnection fee of $350+GST will be added to the outstanding bill.
Reconnection of interrupted service may take up to 48 hours.
Xenxcel assumes no responsibility for the timelines, deletion, mis-delivery or failure to store your communications, personalisation settings or any other information stored on the Customer’s hosting service.
Xenxcel is not liable for any content that is linked and/or embedded from an external source that may disappear due to the server’s connection that the linked/embedded content resides on is interrupted. Additionally, should the linked or embedded content breach copyright or any other associated laws (including those stated in this Terms Agreement), Xenxcel reserves the right to remove it without notice to the Customer.
In the event of server compromise, Xenxcel will endeavour to return the Customer’s website to its previous working state as soon as is reasonable, but is not responsible for the content lost when reinstating any website that has been compromised.
Xenxcels is not liable for any compromise due to outdated WordPress software and plugins, or outdated browser software unless if client is subscribed to monthly WordPress website maintenance package.
In the event of website compromise due to outdated WordPress software and/or plugins, the Customer will be billed for updating the website installation.
If the customer refuses the service of updating WordPress and associated plugins, Xenxcel reserves the right to void all warranties and guarantees associated with a contract with Xenxcels.
Xenxcel holds the Customer under no contractual obligation to remain hosting with Xenxcel and services may be terminated at any time. Bills paid in advance are non-refundable, and all outstanding invoices must be paid in full.
Additional capacity and bandwidth may be purchased for a pre-set fee and are applicable for the term of the hosting until the next invoice for renewal in upcoming month.
Xenxcel reserves the right to change the price of hosting packages without notice. Existing hosting services rendered will not be hitherto affected by any pricing change unless Customer is otherwise notified.
If the Customer informs Xenxcel to place their website on another server, a Set Up Fee of $550 for a simple website may be incurred based on the type and location of the server. If the website built is complex and take more than 2 hours to setup, set up fee will be charged on the hourly basis of $250 per hour.
You are responsible for keeping a copy of any existing Web Site which we may replace pursuant to the provision of web design services including all databases and hosted files. Xenxcel can provide an archival solution for the existing website at our standard commercial rates.

Transfer

This agreement may not be transferred under any circumstances with the exception of written consent from Xenxcel.
Xenxcel’s websites can be transferred away from Xenxcels servers at any time, but all warranties become void and Xenxcel will not longer be liable for the website or its contents.
Domain names will always remain the property of the Customer and are – if possible – registered under the Customer who ordered them.
This Terms Agreement establishes the absolute understanding of all parties involved. Upon the renewal of services pertaining to this Agreement, any changes or modifications made within the term of service are thereto agreed to by both parties.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract thereto are agreed to by both parties upon renewal of services.

Taxes

Xenxcels shall not be liable for any taxes or other fees to be paid in accordance with or related to sales made by the Customer using Xenxcels’s server. The Customer agrees to take full responsibility for all taxes and fees of any nature associated with such products sold by the Customer.

Hardware, Equipment & Software

It is assumed that the Customer required knowledge to maintain the Xenxcel’s WordPress website. The Customer agrees that it is not the responsibility of Xenxcels to provide this knowledge or maintain the website in the Customer’s stead without the purchase of additional services and the previously defined support.
Xenxcels makes no guarantees, assurances or warranties that the compatibility with the Customer’s computer equipment and/or software will be compatible with any Xenxcel’s product or service.
It is the Customer’s sole responsibility to provide all personal or company details necessary for the access to Xenxcel’s websites.

Limitations of Liability

Xenxcels is not liable to the Customer (whether under contract or otherwise) in the following stipulations:

There is no express guarantee from any party, affiliate, agent, merchants or licensers, etc. that any Xenxcel’s services or products will not be interrupted or error-free.
There is no express guarantee that the accuracy, reliability or content of any information or service contained in, or provided through the Xenxcel’s servers (including websites) unless otherwise expressly stated in this agreement.
Xenxcel is under no responsibility for any damage to the Customer’s computer systems, nor the loss of data as a result of download, use or further distribution of any material – digital or otherwise – from the Xenxcel’s websites, or any of its affiliates or active clients.
Xenxcel, including its officers, agents, employees etc, are not liable for (including through negligence) any direct, indirect, incidental, special or consequential damage resulting from the use, or inability to use the Xenxcel’s services, or from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission or any failure of performance whether or not limited to acts of God, communication failure, theft, destruction or unauthorised access to Xenxcels records, programs, servers or services
Regardless of the above, the Customer’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the combined dollar amount which the Customer paid during the term of this Agreement and any reasonable attorney’s fee and court costs.

Disclaimer

Xenxcel and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if Xenxcel is aware of the risk of such damages, that result in any way from the Customer’s use or inability to use the online services or the software, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the website, servers or the software.
Xenxcel disclaims any warranty of merchantability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Customer.
Xenxcel expressly limits its damages to the Customer for any non-accessibility time or other down time to the pro-rata monthly or yearly charge during the service unavailability. Xenxcel specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
Use of any information obtained by way of Xenxcel is at the Customer’s own risk, and Xenxcel specifically denies any responsibility for the accuracy or quality of information obtained through its services.
Xenxcel cannot be held liable, nor control the actions of Xenxcel website users, visitors or linked third parties.

Termination of Contract:

Termination Grounds: Either party may terminate Xenxcel’s contract upon written notice to the other party in the event of a material breach of any provision of this agreement.
Notice Period: The terminating party shall provide 7 days written notice specifying the nature of the breach, allowing the other party a reasonable opportunity to cure the breach within the stipulated period.
Immediate Termination: Notwithstanding the above, either party may terminate this contract immediately if the other party engages in any illegal or unethical activities that may harm the reputation or business interests of the terminating party.
Damages: In the event of termination by the Client prior to the completion of the contract period, the Client shall be liable to pay damages equal to $5000 AUD to Xenxcel. Such damages shall cover costs incurred, work performed, and potential loss of income suffered by the Developer as a result of the termination.
Return of Materials: Upon termination, both parties shall promptly return any materials, data, or information provided by the other party in connection with the services.

Goodwill

This proposal assumes goodwill from both sides regarding:

What can reasonably be achieved in a given time frame
Making best use of resources to achieve the most effective outcomes

Trademarks &Copyrights

The Customer warrants the right to use the applicable trademarks, if any.

Indemnification

The Customer agrees that it shall defend, indemnify, save and hold Xenxcel harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against Xenxcel, its agents, its customers, servants 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. The Customer agrees to defend, indemnify and hold harmless Xenxcel against Liabilities arising out of;

any injury to person or property caused by any products sold or otherwise distributed in connection with Xenxcel’s server
any material supplied by the Customer infringing or allegedly infringing on the proprietary rights of a third party
copyright infringement
any defective product which the Customer sold on the Xenxcel’s Server

Governing Laws & Severability

This agreement shall be governed in all respects by the laws of NSW, Australia. All involved parties are to irrevocably submit to the non-exclusive jurisdiction of the courts of NSW, Australia.

Pricing Policy

All Xenxcel’s prices are listed in Australian dollars (AUD)