Terms & Conditions Of Trade
By signing this agreement &/or by approving the commencement of any job or the verbal acceptance of an application, quote, proposal or invoice from Star 3 Media automatically constitutes acceptance that the ‘client’ understands & accepts the following confidentiality agreement & the terms & conditions of trade. The ‘client’ refers to any entity entering this agreement with Star 3 Media P/L. The following terms & conditions are governed by the laws of Western Australia. Any additional work or otherwise not specified in this contract or any other amendment or modification to this contract must be authorised by a written request signed by both client & the Managing Director of Star 3 Media. All service prices specified in this contract will be honoured for 3 months following the date of this “unsigned” or “signed” contract. All outsourced services such as printing, hosting, domain registration, product prices & licensing fees are subject to change without notice.
Termination: Star 3 Media may terminate your account at its sole discretion in the event of serious breaches of the law or for activity not considered ethical by our company standards at its sole discretion. This includes but is not limited too; spam (unsolicited mail); the use of pornographic or obscene materials; & illegal activities. Upon the client signing this agreement the client agrees to forfeit all funds in relation to the account as no refund will be given & in the case of deposits being paid there will be no refund under any circumstances.
Limitation of liability: Star 3 Media will not be responsible or liable, professionally or legally, for any pre-recorded, registered, patented, sounds, music, text, images & content copyrighted or otherwise that the client wishes to use on their website. The client agrees that the supply of all & any elements of text, graphics, photos, designs, trademarks, artwork or software for inclusion in the project is the clients responsibility & are free & available to be used by the client, or that the client has permission from the rightful owner to use each of these elements, & will protect, indemnify & defend Star 3 Media & its subcontractors from any liability (including attorney’s fees & court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the client. Whilst the utmost care is taken to ensure data security at all times Star 3 Media will accept no responsibility for any loss in data, security breaches, acts of God or third party interference. The client indemnifies Star 3 Media against any losses by the client resulting from any failure or non-availability of service & Star 3 Media provides no guarantee regarding the availability of services, search engine registration, search engine rankings, positioning in the market, demand for the clients products or services, sales figures, delays, website functionality or statistics whether the service is externally hosted or not. This is at the sole risk of your company.
Compatibility: Star 3 Media will take all necessary & reasonable efforts to create a fully-functional website that is compatible for Microsoft® Internet Explorer versions 6 & Netscape Navigator/ Communicator version 7 , but the Star 3 Media warranty does not extend wholly to all available browsers, resolutions, screen-sizes &/or platforms available or any requests Star 3 Media have advised against. Specific administration content management systems may be compatible for Microsoft® Internet Explorer versions 6 only, unless otherwise specified or requested, at which extra cost may be incurred. System requirements are server Platform, Windows 2000 or above, MSSQL 2000 or above, .Net Framework 2.0 or above, Internet Explorer 6.0 or above. The client agrees to provide full access to the clients personal business, hosting account information & authorizes the hosting service to provide Star 3 Media with ‘full access’ to the Client's account, & any & all other programs needed for the completion of the project.
Ownership: Star 3 Media reserves the right to assign any employee, subcontractor or casual labour to this project to insure that the terms of this agreement are met as well as on-time completion. Unless otherwise specified, all coding, database, design, artwork & equipment stated or inferred in the quote/invoice or attached proposal will remain the property of Star 3 Media. Star 3 Media retains the right to display graphics & other design elements as examples of their work in their respective portfolios & display the Star 3 Media logo & hyperlinks on the clients website. Photos, graphics, source code, work-up files, & data are specifically not transferred to the client, but may be retained by Star 3 Media unless return is specifically requested by their respective owners, in which case the owner may incur added costs in the transferral & return of such items. Basic .Net open source software cannot be owned or sold by Star 3 Media, however, all other code that has been customised & developed manually for the client will always remain the sole property of Star 3 Media with no exceptions. All work in progress &/or completed work remains the sole property of Star 3 Media until outstanding monies for said projects have been paid in full and may be retrieved at any time. The client will retain the ownership of the site in its design & electronic form but not the intellectual property or code on which it is built.
Payments: All clients agree to the following payment terms of either (1) 50% deposit & 50% final payment of invoice on completion of job, or (2) subject to a direct debit form being signed, a 50% deposit payment followed by 2 x 25% progress payments commencing 30 days after the deposit payment is made. Failure to comply with these terms will result in projects not being scheduled or completed. Star 3 Media reserves the right to ‘switch off’ the website due to non-payment of any outstanding monies related to the website at anytime & reserves the right to cease work on, remove or disable any project until the required payment is made. If debt collection proves necessary, the client agrees to pay all fees (including all attorney’s fees & court costs) incurred by that process. Star 3 Media retains the right to charge a processing fee for any fees including bank fees that are incurred during the processing of your account; this includes fees for dishonoured cheques & credit card processing levy’s. Star 3 Media reserves the right to levy additional charges for concept redesigns beyond the initial concept design.Project Completion: Star 3 Media will make all reasonable attempts to complete the project within the agreed time line. If the client does not supply Star 3 Media with all required materials for this project, such as content, within 2 weeks of the agreement date (or if the project stands idle for a period exceeding 2 months), unless prior arrangement has been agreed upon, the entire deposit amount of the agreement shall be retained by Star 3 Media as liquidated damages, an invoice will be issued for any work completed over & above the value of the deposit received & the contract shall become null & void. If the project is cancelled in writing by the client prior to this date an invoice will be issued for any work completed over & above the value of the deposit received, or a credit will be entered on the client account for the amount not including any work completed at the time the cancellation is received. Cancellation of the project for whatever reason at any stage following the acceptance of this agreement will incur costs to the value of time & elements expended up to & including the date of the cancellation. After 7 working days of the project being signed across to the client Star 3 Media will consider the project completed. Star 3 Media reserves the right to access statistical data derived from the clients website & use it for its own purposes, including, but not limited too analysis & promotion & to promote at its discretion a clients website for the purposes of Star 3 Media’s own marketing & branding.
Web Site Maintenance: In the case of Web site Design, allowance has been made for minor textual changes to web pages over a 7 day period following issue of the final invoice, up to an average of one hour for alterations & corrections. All contracted alterations & corrections following the 7 day period will be quoted & invoiced as variations on the original project. The sites structure & services described in the original quote are all based on the initial information provided by the client. During the development process further additions, changes may be suggested by any of the Star 3 Media staff members & be implemented subject to the approval of the client & at the client’s expense. Confidentiality: All work carried out by Star 3 Media & any subsidiaries of Star 3 Media, whether onsite or in-house is done so in strict confidence. Relevant information is only passed to staff working on the project at the time. As the client you have requested that Star 3 Media staff & management acquire certain information concerning your business, operations, finances, properties, & general affairs of the company. As a condition to you furnishing us with this information, you agree that this information & any other information which Star 3 Media furnishes to you or your representatives or which you or your representatives obtain through this access (collectively), will be kept confidential. Star 3 Media staff & management agree that material will not be used, by employees, affiliates, or representatives in any way detrimental to the company. The material provided to us will be treated as belonging to the company, & shall not, without our prior written consent, be disclosed in any manner, in whole or in part, to anyone who is not one of your affiliates or representatives. You agree that you will not, & your representatives will not, disclose to anyone who is not a direct participant in the possible project/tender/or quote acquisition, either the fact that negotiations are taking place or any of the terms, conditions, or other facts with respect to a possible transaction. No failure or delay by us in exercising any right, in whole or in part, shall operate as a waiver of any other right. This Agreement shall be governed by the internal laws of the State of Western Australia. It is further understood & agreed that money damages may not be a sufficient remedy for any breach of this agreement by you & that the company shall also be entitled to specific performance as a remedy for any such breach. These remedies shall not be deemed to be the exclusive remedies for your breach of this agreement, but shall be in addition to all other remedies available at law or equity to the company.
Legal Proceedings: Notwithstanding anything to the contrary contained in this contract, neither Star 3 Media nor any of its employees or agents, warrant that the functions contained in the project will be uninterrupted or error-free. The entire risk as to the quality & performance of the project is with the client. In no event will Star 3 Media be liable to the client or any third party for any damages, including, but not limited to, service interruptions or delays caused by Acts of God, third parties or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor's computer or internet software, even if Star 3 Media has been advised of the possibility of such damages. Regardless of any application to the contrary, the operations of Star 3 Media are governed by the Laws of Western Australia, and any action instituted by the supplier against the client, &/or any action instituted by the client against the supplier, will take place under the Laws of Western Australia, & in the courts, (regardless of the amount) which are located in the City of Perth.