Our Terms and Conditions of Service.
Under A Grand Website Standard Inclusions:
- Inclusions. Your Under A Grand website includes up to 20 standard pages or 20 products for Shopify, featuring your content and media, designed into page layouts, features and functions as seen in our demo site.
- Project Scope: The guided on-boarding process will form the scope of the project and its deliverables, inside the parameters of the standard inclusions. Items not included as standard, if accepted into the the project, will be fee for service, priced on application.
- 21 Day Guarantee. The 21 day delivery commences when all required website content, media and hosting information is received and validated by Under A Grand.
- Revisions. Your website build will include one revision round.
- Hosting. Your new website will be hosted on your supplied compatible cPanel web hosting server or an Under A Grand hosting plan.
- Cooling Off Period. A period of 24 hours is allowed for cooling-off and full refunds. Cancellation requests beyond this period will incur a non-refundable component based on reasonable time spent by the UAG team.
- Training. Training and one on one on-boarding is not included in the standard Under A Grand website package. This service is provided fee-for-service.
Under A Grand Websites, an IT Advocate Pty Ltd Brand
Master Terms and Conditions of Service.
1. OUR OBLIGATIONS
1.1. ITA will perform applicable services and support in a good and professional manner, maintaining due diligence and generally accepted practices.
2. YOUR OBLIGATIONS
2.1. FEES AND PAYMENT
2.1.1. The Customer will pay ITA the Fees for the Services at the rates specified in the Schedule.
2.1.2. ITA will pass on all bank, merchant and other fees and charges incurred by it as a result of the Customer’s choice of payment method and all fees and costs incurred and arising from any dishonoured payments from the Customer.
2.2. ACCESS AND CO-OPERATION
2.2.1. The Customer must give ITA access to the Information Technology during ordinary business hours on work days to enable ITA to provide the Services.
2.2.2. The Customer must provide ITA all assistance reasonably requested and ensure that its staff cooperates with ITA at all times.
2.2.3. The Customer acknowledges that such access and assistance may involve interruption and disruption to the Business whilst the Services are being carried out.
2.3. DATA PROTECTION
2.3.1. You shall as a fundamental term of these Conditions back up all software, data and files that are stored on your Information Technology and/or on any other storage devices you may have prior to Services being performed.
2.4. WARRANTIES BY THE CUSTOMER
2.4.1. The Customer warrants to ITA that all information which it has provided to ITA and which ITA has relied on in providing the Services is accurate, complete and not misleading in any way.
2.4.2. The Customer warrants to ITA that it has not withheld any material information about the Information Technology or its Business and that all the Customer’s relevant employees who use the Information Technology in the Business are competent and experienced and suitably trained in using the Information Technology.
3. PRODUCTS AND SERVICES
3.1. ITA does not warrant that products and services deployed to clients will be uninterrupted, error-free or completely secure.
3.2. The Customer acknowledges that Information Technology in general, including its own applications, may have errors and may encounter unexpected problems, and accordingly, may experience interruption, downtime and errors in the use of the services.
3.3. As per 3.2 it is the responsibility of the Customer to ensure ITA products and services are suitably compliant for the intended purpose, taking into consideration, but not limited to, access, availability, security, regulatory considerations and functionality.
3.4. ITA does not provide products or services for high risk usage where failure or fault could lead to death or damage of any type.
3.5. Support is provided only to the designated Customer Site Manager and will not be provided to all end users of the Site without prior arrangement.
4.1. The Customer must ensure, at its own expense, that it and its employees promptly follow and carry out any recommendation made by ITA in carrying out the Services.
4.2. If the Customer does not promptly follow ITA’s recommendations then ITA may at its absolute discretion and at its sole option suspend the Services until ITA Recommendations are followed.
4.3. The Customer will be liable for all outstanding Fees rendered up to the date of such suspension.
4.4. The Customer may from time to time require ITA to give advice and make recommendations (“Requests for Advice”) as to any aspect of the Information Technology and ITA will promptly, competently and professionally respond to such Request for Advice.
4.5. ITA will not be liable for any loss or damage that the Customer might sustain as a direct or indirect result of any Recommendations or responses to Requests for Advice being followed unless they were made recklessly or were knowingly and deliberately wrong.
5. THIRD PARTY GOODS AND SERVICES
5.1. Where 3rd Party Services Providers or Solutions are implemented the Customer accepts and agrees to all reasonable 3rd Party Service Providers terms and conditions for use of service.
5.2. ITA will not be liable for any costs, expenses, loss, liability or damage (whether direct or consequential) of any kind suffered by the Customer due to 3rd Party Service Providers or 3rd Party Goods or any delay, failure or error of any 3rd Party Service Providers utilised or recommended by ITA.
5.3. ITA will not be liable for any costs, expenses, loss, liability or damage (whether direct or consequential) of any kind suffered by the Customer due to failure of recommended and subsequently utilised 3rd Party Service Provider goods, services or solutions.
5.4. ITA will not be responsible or liable for 3rd Party goods quality, service levels or warranties.
5.5. ITA shall not be liable for any claims regarding the physical functioning of equipment/media or the condition or existence of data on storage media supplied before, during or after service.
5.6. Where as part of the Services ITA is engaged to acquire any goods (including any hardware or software) property in those goods does not pass until the goods have been paid for in full by the Customer.
6. ACCEPTANCE TESTING
6.1. The Customer shall test the Information Technology and Services provided by ITA to confirm that they comply with the specifications set out in the Schedule prior to them being accepted by the Customer.
6.2. The Customer must not use the Information Technology in a production environment without undertaking acceptance testing.
6.3. The Customer will provide written confirmation to ITA that the Information Technology complies with the Specifications within two business days of ITA advising that the Services have been completed (or such other period as may be agreed in writing).
6.4. If the Customer fails to undertake acceptance testing and notify ITA of the results of that acceptance testing within the time allowed in clause 6.3 the Services will be deemed to have been accepted.
7.1. ITA and the Customer must keep any Confidential Information it becomes aware of strictly confidential and must not without the express prior written consent of the Customer use or disclose such information to any third party; unless as required by law or in response to a court order or other compulsory legal process.
7.2. ITA must only use Confidential Information of which it becomes aware for the purposes of carrying out the Services.
8. INTELLECTUAL PROPERTY
8.1. The Parties acknowledge and agree that nothing in this Agreement confers any right or interest whether at Law or in equity in the Intellectual Property of the other Party.
8.2. The Customer acknowledges and agrees that no aspect of the Services performed by ITA which involves the development of any products or systems may be altered, reproduced, reverse engineered, stored in a retrieval system or transmitted to any third Party by the Customer or any contractor, employee, agent or related entity of the Customer.
8.3. The Customer acknowledges and agrees that ITA owns all intellectual property created by ITA to enable it to perform the Services.
9. LIMITATION OF WARRANTIES AND LIABILITY
9.1. To the fullest extent permitted by Law:-
9.1.1. ITA makes no representation or gives any warranty in respect of the provision of the Services.
9.1.2. ITA shall be not be liable for any damage to computer equipment, loss of data, loss of revenue or profits, or any special, incidental, contingent, or consequential damages, however caused, before, during or after Service.
9.1.3. ITA expressly disclaims all implied warranties and conditions, including without limitation implied warranties as to merchantability, fitness for purpose of the Services and the noninfringement of third Party intellectual property in carrying out the Services, except where such infringement is known by ITA beforehand.
9.2. To the fullest extent permitted by Law, ITA excludes all liability for indirect and consequential loss including without limitation the loss or corruption of the Information Technology, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind arising from this Agreement or the provision of any of the Services by ITA.
9.2.1. The Customer acknowledges that it does not rely upon any prior statement, undertaking or representation made or given by or on behalf of ITA before this Agreement is entered into;
9.3. To the fullest extent permitted by law the Customer waives any cause of action or rights it may have at any time hereafter under or in respect of the Competition and Consumer Act 2010 (Cth) and any Fair Trading legislation of any State or Territory in Australia. To the extent that any liability of ITA under the Competition and Consumer Act 2010 (Cth) cannot be excluded, ITA’s liability is limited to either:
9.3.1. the supply of the Services by ITA under these terms and conditions again; or
9.3.2. the payment of the cost of having another person provide again to the Customer similar services as the Services supplied by ITA under these terms and conditions.
10.1. All notices under these terms and conditions must be in writing. Unless delivered personally, all notices must be addressed to the Party at the noted in this Agreement or as otherwise noted in writing in accordance with this provision. Notices shall be deemed to have been received two days after the posting if mailed in accordance with these terms. Any notice sent by facsimile or electronically shall be deemed received on the business day after sending.
10.2. A notice shall be deemed to be in writing if sent by post or by any form of electronic communication that is electronically date stamped or which produces an electronic record of the date and time of sending, including without limitation emails and facsimiles.
11.1. No waiver of any right or remedy will be effective unless in writing and shall not operate as a waiver of that right or remedy or any other right or remedy on a future occasion.
11.2. Every provision of these terms and conditions is intended to be severable and the deletion, invalidity or unenforceability of any provision does not affect the enforceability and validity of any other provision.
11.3. If any term or provision is illegal, invalid, or unenforceable there shall be added automatically as a part of these terms and conditions a provision as similar in terms as necessary to render such provision legal, valid and enforceable.
11.4. Nothing in these terms and conditions shall be deemed or construed to constitute or create a partnership, association, joint venture, employment relationship or agency between the Parties.
11.5. Neither Party will be responsible for any failure to comply with the terms of this Agreement or any loss or damage to the other where such failure, loss or damage is unforeseen and due to causes beyond its reasonable control. These causes include but are not limited to terrorism, acts of terror, fire, storm, flood, earthquake, explosion, accident, interruption to services, industrial disputes, war, rebellion, insurrection and acts of God.
11.6. The Parties acknowledge that the provisions of this Agreement represent and contain the whole of their agreement in respect of the subject matter of the Agreement and that no prior representations, undertakings and understandings shall be construed as imposing or implying any term into this Agreement. All implied terms that can be expressly excluded by the Parties are hereby expressly excluded.
In this Agreement these words and phrases have the following meanings:
1.1. Agreement means this agreement together with any amendments or modifications that might at any time be made to it and includes all Schedules and other attachments to it.
1.2. Business means the business currently conducted by the Customer at the Premises.
1.3. Confidential Information means:
1.3.1. all information of whatsoever kind or nature that is expressed to be confidential either by the use of words such as “private”, “in confidence”, “strictly confidential”, “not to be disclosed,” and all other information which is by its nature is confidential, including but not limited to business records, employment records, agreements or arrangements with customers, suppliers and/or contractors and advices and/or reports of a Party;
1.3.2. all information of whatsoever kind or nature relating to the affairs of third parties in the possession of the Customer and to which ITA may have access to at any time during the Term.
1.3.3. Confidential information excludes all information which is or becomes at any time in the public domain except where such information comes into the public domain as a consequence of any act or omission by a Party constituting a breach of this Agreement.
1.4. Fees means the fees and rates set out in the Schedule.
1.5. Information Technology means all current software, programs, systems, devices, electronic document retention, storage and retrieval processes and all other information technology of whatsoever kind or nature reasonably required by the Customer in order to efficiently conduct the Business and includes all additional information technology which the Customer may acquire, develop or create during the Term and which ITA agrees in writing to maintain and support under this Agreement.
1.6. Law(s) means all applicable laws that in any way govern or regulate the terms of this Agreement, or anything done or to be done under it. Law includes all relevant statutes, regulations, codes of practice and/or by-laws together with all amendments.
1.7. Party means a Party to this Agreement and includes its, his or her lawful successors or assignees.
1.8. Premises means Customers place of business (single or multiple locations) as set out in the Schedule
1.9. Schedule means the document, scope, schedule to this Agreement, and/or correspondence identifying ITA services.
1.10. Services means the services described in the Schedule.