General terms and conditions
1.1. Gtn solutions will act as the prime contractor for the development and will sub-contract specific portions of the task as required, except that Gtn solutions permanent staff will act as Project Managers and primary contact point for all dealings with the client.
1.2. Deliverables and payments for the work to be undertaken are detailed in the schedule supplied. Once development work has begun, changes and additions to the required tasks will only be accepted by negotiation with Gtn solutions.
1.3. The duration of the project will be as defined in the schedule supplied. Extensions to this timeframe caused by non-delivery of materials or non-completion of agreed tasks by the client as specified in the schedule of this document may result in additional charges by Gtn solutions, such charges to be agreed in writing at each payments stage specified in the schedule.
1.4. If extensions to the agreed timescale become necessary due to the non-delivery by the client of agreed content, assets, sign-offs or other necessary components on or before the deadline dates specified in the schedule supplied, Gtn solutions reserve the right to invoice pro-rata for work carried out up to the agreed payment date.
1.5. It shall be the responsibility of the client to ensure that all data and content assets supplied to Gtn solutions are legally permitted for use, and that any restrictions on use or necessary copyright notices are notified in writing to Gtn solutions. Gtn solutions accept no liability for breach of copyright or other intellectual rights on data included in the finished product.
1.6. It shall be the responsibility of Gtn solutions to ensure that all software and screen design elements used within the developed product are legally permitted for use, and that any restrictions on use or necessary copyright notices or licence requirements are notified in writing to the client.
1.7. Staged development will result in deliverables as specified in the schedule supplied. Payment for each stage will be due on delivery. Payment will be tendered within 30 days of our invoice.
1.8. Travel expenses for necessary meetings and approved journeys undertaken by Gtn solutions staff and associates will be charged to the client at cost.
1.9. Gtn solutions and its sub-contractors shall ensure that the services are carried out with reasonable care and skill in accordance with the client's instructions. In the event of any element of the services provided being unacceptable, and it being shown that this is due to negligence on the part of Gtn solutions and its sub-contractors, then our only obligation shall be either to repeat that element of the service at no extra cost, or to refund (or waive) any money paid (or payable) for that element of the service. These warranties specify the entire liability. Whilst Gtn solutions will take all necessary steps to ensure that delivered applications are complete and bug free, final testing and approval of the delivered product shall be the responsibility of the client.
1.10. On release of the website, Gtn solutions will undertake second-line technical support of the product for a period of six months; on no account will Gtn solutions be involved in direct customer support.
1.11. All intellectual property rights associated with any original computer software source code developed under this agreement remain the property of Gtn solutions. The client will be granted a royalty free, non-exclusive, irrevocable licence to reproduce, publish and use it, in part or in whole, for subsequent development of the product(s) covered by this agreement. A copy of the source code, together with its associated documentation, will be retained by both parties at the end of the contract period.
1.12. The completed project may include executable code from other sources. Gtn solutions will ensure that it has the necessary rights to use such code. In addition, where it is required that this code be distributed to the end-user, then Gtn solutions will ensure that it has the necessary rights to grant the licence as described in the previous paragraph.
The intellectual property rights associated with the user interface, screen designs and the overall "look and feel" of the product will become the property of the client.
1.13. Gtn solutions will be appropriately acknowledged within the product and associated documentation as designers and software realisors of the product. Other personnel and organizations sub-contracted by Gtn solutions to carry out specific tasks will also be appropriately acknowledged within the product and associated documentation.
1.14. This agreement may be terminated at any time by the client, provided such termination is notified in writing. The client will agree to pay within 30 days all amounts due under the terms of the agreement up to the date on which notification is received, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Footmark will deliver to the client all material and software produced to date.
1.15. This agreement may be terminated at any time by Footmark with 30 days written notice. The client will agree to pay within 30 days all amounts due under the terms of the agreement up to the agreed termination date, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Footmark will deliver to the client all material and software produced to date.
2. Costs and Payments
2.1 You must pay all charges as set out in the Purchase Order. As prices quoted on gtn solutions material may change at any time without notice, please check the price on your Purchase Order before confirmation. Cost estimates are only valid for a period of 30 days.
2.2 You will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions
2.3 You will be invoiced as agreed in your purchase order. All accounts are payable within 10 days of invoice.
2.4 You are liable to pay overdue interest at 5%/week on any amounts not paid within 10 days of invoice, 10%/week in case of web hosting. All intellectual property rights remain with gtn solutions until payment.
2.5 You must pay gtn solutions's charges without any set off, counter claim or deduction unless same is agreed in writing between us.
2.6 gtn solutions reserves the right to prioritize early paying clients and to charge urgency fees for turnaround within 3 working days. (VIP status)
2.7 Agreed Costing is conditional on your supplying data required for a Website Stage or completion deadline agreed within 10 working days of confirmation of Order. gtn solutions reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.
2.8 No final artwork or files will be delivered until final invoices are paid in full. Delivery being: Supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Construction files remain the property of gtn solutions unless arranged otherwise.
2.9 Printer or ISP Liaison is charged at our current rate per hour.
3. Limitation of Liability
3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by gtn solutions not contained in the Agreement are excluded and gtn solutions WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.
3.2 Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of gtn solutions's relationship with you, or otherwise gives you a particular remedy against gtn solutions and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between gtn solutions and you. However, gtn solutions's liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at gtn solutions's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.
3.3 You acknowledge that web sites cannot be guaranteed to be 100% error free in construction and/or 100% secure, and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.
4. Suspension of Services
4.1 gtn solutions reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed.
4.2 gtn solutions may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of gtn solutions.
5.1 gtn solutions may discontinue services if an amount payable to gtn solutions is overdue or take down a website permanently in any case where an amount payable is overdue by more than 10 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.
6. Contents of Web Pages and Undertakings
6.1 You will be solely responsible for the content of your Web Page/undertakings. gtn solutions is not responsible for proofreading any content unless specifically agreed.
6.2 gtn solutions makes no representations to you concerning the content or functionality of your Web Site. This is your responsibility to ensure that it meets your requirements.
6.3 If you provide gtn solutions with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify gtn solutions against any action taken against gtn solutions by any such third party.
6.4 Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.
6.5 gtn solutions for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.
6.6 You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.
7. Technical Support, Changes and Maintenance
7.1 Technical assistance via telephone or email will be offered. Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at hourly rates. See particulars of hourly rates in our Fee Schedule.
7.2 Technical assistance on-site will be offered and will be charged at hourly rate. Transportation fees will also be charged on hourly rate where applicable, otherwise as agreed. See particulars of hourly rates in our Fee Schedule.
8. Web Hosting
8.1 Web hosting is done in-house for all material developed by gtn solutions only.
8.2 Please note that gtn solutions accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)
9. Dispute Resolution
9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:
- Clearly communicate in writing the background facts leading to or causing the dispute
- Set out clearly what action is required to settle the dispute
- Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution
- Discuss specific means of avoiding such disputes in the futur
- Court: Bezirksgericht Steyr
9.2 Attempts to resolve the dispute must follow the following procedure:
- The person complaining shall set out in writing the background, the issues and the outcome desired.
- The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
- If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
- If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
- In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 10 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
- Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the dispute settlement procedure.
10. Intellectual Property
10.1 All creation files remain the property of gtn solutions.
10.2 gtn solutions retains the Copyright in and the right to use all artwork created in advancing the profile of gtn solutions and to be recognized for artwork created by gtn solutions.
10.3 gtn solutions shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, gtn solutions shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
10.4 gtn solutions observes Privacy Laws and Guidelines relating to personal data.
10.5 Any code or original artworks or graphics developed by gtn solutions or our contractors including HTML markup, Flash and multimedia including audio and video, database design and development, data collection and web based administration are licensed to the client for use in their own single website. It cannot be copied, reused or resold without the written permission of gtn solutions. Original graphics created for use in the proposed website cannot be re-used in any other website or for other promotional media including brochures, press or other advertisements without our express written permission and/or additional fees.
The licensing for any server side programs and scripts including those written in PHP, Java, CGI requires the program, scripts and data to be held on a web server run by gtn solutions. Such scripts are strictly the copyright of gtn solutions and all rights are reserved.They must not be edited, copied or transferred to another server without the express written permission of gtn solutions.
11.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.
11.2 Written communications between us may take the form of letters, formal documents, faxes or emails.