Terms and Conditions

TERMS AND CONDITIONS
Our Terms and Conditions between us, Clever Digital and you, our client, as identified in our mutual agreement. Our client/individual is subject to the following terms and conditions.

Project terms

• During the project briefing, it is client’s responsibility to provide us with clear guidelines along with the flow or specific details you may require. When such details are not provided, we will proceed with our understanding of your requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your project and ensure that you have been quoted on the right requirements.
• Once proposal has been finalised, any additions, changes or enhancements in the functionality or design of the project will affect the proposal and may incur additional cost and a revised delivery date. All additional work, over and above the estimates is charged separately. Under no circumstances will Clever Digital be liable for any delays caused by change in the project brief.
• Any complexity related to specific deliverable, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture of their expectations. Any discrepancy arising due to unclear requirements or expectations will not be borne by Clever Digital.
• Website content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
• The client must recognise that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalise us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
• Clever Digital takes no responsibility of any of the third party products, software or components used in the project such as payment gateway, SSL certificates etc.
• Clever Digital is not responsible for third party data. We suggest you to take regular back-ups to avoid any disruptions.
• Clever Digital takes no responsibility of any open source products such as WordPress, Open Source carts, Joomla etc. It is clients responsibility to update all components and third party softwares. Care Plans are available as an additional service.
• Clever Digital offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
• Clever Digital owns copyrights of all codes written for any client, unless arrangements are made prior to start of the project. Clever Digital warrants a license to use any custom built software for the client, for their use only. This license is granted while paying for the hosting.
• Domain registration charges are not included as a part of the proposal unless mentioned otherwise.
• Hosting charges are not included in the quotations unless mentioned otherwise. Clever Digital can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client.
• Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Clever Digital will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
• Clever Digital cannot give access to their test servers and test websites to the clients or any third party.
• Technology support of additional 3 working hours is given to all medium and large size projects, for any basic modification or changes, which may be utilised for up to a period of one month after the delivery. Please note that these support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Clever Digital team.

Third Party Plugin/Theme/Subscription License Support

• Clever Digital will use high quality plugins and themes to add proven, reliable features to your website.
• Third Party site licenses may be required to allow additional functionality that you may require. We will notify you during scoping phases and seek approval before activating premium third party site licenses.
• Third Party site licenses include premium features and a year of technical support, which allows our team to quickly resolve any issues with the plugin or theme developers
• .As part of our service we will advise you what the total annual cost of your site licenses will be, and will purchase and manage renewals for you.
• Any costs associated with licenses need to be paid a year in advance
• Managing all site licenses allows us to bundle site licenses amongst multiple clients, and bring the cost down for all involved.
• Any reduced site license cost will be applied to your next annual renewal.
• Discounts are s a goodwill gesture, with the mutual understanding that costs may increase again if another client decides to cancel their site license and the effected bulk license discount is revoked.
• All third party plugins we use in our care plans are premium versions and are under site license. The price to maintain these is included in your ongoing monthly costs, so you will not be charged for these separately.
• We highly recommend purchasing site licenses, however site licenses for third party is your choice, and your responsibility.
• If you choose not to pay for these site licenses then you understand the risks this may incur in terms of additional hours required to fix your issue or the potential loss of functionality if the plugin reverts to the free version.

Payment / Refund terms

• All prices are quoted in Australian dollars are exclusive of GST unless specified.
• All invoices are to be processed as per the schedule via your preferred method of payment.
• Any invoices under $2000 will be invoiced in full and payment must be received prior to work commencing
• Any invoices over $2000 will be invoiced in milestone payments
• Milestone payments must be made within 7 working days of each milestone/schedule, unless mutually agreed otherwise. Final payment must be made as soon as the website goes live, unless mutually agreed otherwise.
• Receipt of payment is deemed as acceptance of the quote, milestone, delivery or project.
• Clever Digital reserves the right to negotiate and refund appropriate portion of the amount paid by customer towards the requested service. If you cancel your order after making the payment, but the work has not commenced, we will refund 75% of the payment that you have already made. If the order is cancelled after the commencement of work, the maximum refund or charge will be 50% of the invoice. There will be no refund or adjustments if cancellation is called when more than 50% of the work has been completed. All cancellations must be received in writing and can be sent via regular mail or email. Telephone requests on cancellations will not be accepted.
• For minor or once-off works, payments need to be made either in advance or as per the terms mentioned in the invoice/proposal. If you require any changes to the terms, you must inform us in writing (emails accepted) within two working days of the receipt of the same.
• Late fees and charges: All outstanding invoices will incur a late payment fee of 10% of the pending amount and an administration fee of $5.00 per month, from the due date.
• Due date: Is the date on which the payment is due as per the terms on the invoice/proposal
• Outstanding Invoice: An invoice is deemed to be outstanding if the payment is still due after 14 days of the expiry of the due date.
• Debt Collection: Client is provided a further 7 days after late payment fee is applied to pay the invoice. Failure to pay will result in the outstanding amount referred to a debt collector. Clever Digital will not be liable for any costs or charges associated with the recovery of the outstanding amount. Any charges associated with the recovery of the outstanding amount (debt collectors, administration charges, legal fees) will be referred to the client for processing.
• If you are late with a payment or have any queries regarding the Invoice, please contact Clever Digital immediately on receiving the invoice or reminder emails.
• All communications/correspondences is generally done via emails. It is client’s responsibility to keep us updated with their relevant email addresses.
• Any payment relating to the domain name registration renewal or hosting or any 3rd party products or service purchased on behalf of the client will have to be in full and is non-refundable. In case of web-hosting renewals all cancellations must be notified to us 30 days before the renewal date.
• If client chooses a 3rd party hosting provider prior to starting a project, Clever Digital will build and test the website on one of our own servers or hosted domains. The website may be transferred-off to the nominated 3rd party server upon full payment of all invoices and dues.

Intellectual Property

• All content of the Clever Digital website is a property of Clever Digital unless otherwise specified. Clever Digital reserves the right to change the content or policies without any prior notice.
• The project related copyrights can be transferred to the client at an additional cost, and after the full payment of the project. Clever Digital reserves the rights to refuse the transfer of ownership if irregular circumstances arise.
• Copyrights handed over to the client do not include rights to re-use the code for another website or re-sell the programming codes for any commercial or non-commercial purposes. In the case of business restructuring or ownership change, ownership of the website may be transferred from one owner to another. New owners are not allowed to re-sell or re-use for any commercial or non-commercial purpose.
• In an event of a Webmaster change, site owners are not allowed to display the credits to the new website, unless such time that the website functionality and appearance is changed by over 50% of our original work.
• Clients, Partners, Suppliers, Sub-contractors and any other 3rd party organisation or individual are not allowed to use Clever Digital brand marks including the name, logo and symbol in any way shape or form without a written permission from us.

Disputes, Liability and Indemnity

• In an event of a dispute, Clever Digital reserves the right to charge the client in full for the work done as well as for the resources spent in managing the dispute. In such an event, Clever Digital reserves the right to charge the client without honouring any discounts that were previously honoured in good faith. Under no circumstances will Clever Digital be liable for any damages arising from misrepresentation or misinformation.
• Clever Digital reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.
• Clever Digital provides its services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation.
• We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
• Relationship of Clever Digital with its suppliers, partners and sub-contractors is of an independent nature. None of the parties have any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.
• Client will indemnify and hold Clever Digital, its licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (the “Indemnified Parties”) harmless from your breach of any of these Terms And Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorised in these Terms and Conditions. Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorised use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information obtained from Clever Digital.
• Clever Digital will not be liable for any breach of the agreement which is caused by a matter beyond its reasonable control including but not limited to Act of God, fire, lightning, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities.

Hosting

• Hosting is an annual charge which must be paid in advance for the whole year. Except if the client is under one of our Maintenance packages.
• It is the client’s responsibility to renew the hosting in time ie. before the expiry date. Failure to renew in time can lead to loss of files, data, emails, backups etc. All unpaid hosting is disabled or deleted from the server.
• All renewals must be paid by seven working days prior to the expiry date. Clever Digital will not be responsible for issues relating to delayed payment.

Cancellation/Termination:

• Hosting Cancellation requests must be sent in writing or by email one month prior to the expiry of the same. Once the hosting has been renewed, it cannot be cancelled and must be paid for the full year.
• If the hosting is not paid and renewed before the expiry date. We reserve the right to disable the hosting and all associated services including emails and DNS records. Additional charges will be applicable to re-enable the hosting. Clever Digital will not be responsible for any loss of data, files, emails, backups, restoration costs etc.
• If a hosting has been cancelled / disabled then all files, emails, databases and backups will be deleted from the server without any notification to the client.
• Once all invoices are paid, it is client’s responsibility to request for the files subject to the below:
• Clever Digital warrants a license to use any custom built software for the client, for their use only. This license is granted while paying for the hosting.

Emails:

• All emails are to be downloaded on the client’s computer periodically. Email boxes must be kept within their quota limits. Periodical maintenance may be carried out on the email box and emails older than 2 years may be deleted.
• Client’s must not use the email hosting for inappropriate content and other undesired emails which can result in spamming or infecting the server. Under such circumstances, immediate action will be taken and the required files and data will be deleted without any prior notice.
• Clever Digital offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
• Hosting are on shared and non-shared servers hosted via third party providers. Clever Digital ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.

Domains

• All domain registrations and renewals are to be paid in advance.
• Expiration of a domain can result in service disruption and loss of domain.
• Clever Digital will not be responsible if a domain expires due to non-payment / late payment of the charges. All payments must be made by seven working days before the expiry date.
• It is client’s responsibility to renew their domain names with us.
• All invoices and dues must be paid in full before we release the requested domain name.
• Clever Digital has the domains in a common pool account and therefore cannot give access to its domain control panel.
• Clever Digital offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.

Monthly Care Plan Terms

Basic Monthly Care Plan Maintenance Package Terms:

• All Monthly Packages (Hosting or Care Plan) are for a minimum of 1 month period Packages are billed monthly.
• Hosting Packages include 1 months basic website hosting, email hosting and DNS hosting.
• Care Plan Packages are designed to serve website maintenance tasks only. Larger projects or functional upgrades are not included in Care Plan packages.
• Care Plan packages include support requests. Support request man hours are allocated on a per month basis as specified by the level of Care Plan.
• Unused man-hours may not be rolled over to the next month unless specified in the Care Plan details listed on the Clever Digital website.
• Clever Digital employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused man-hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
• Any extra hours used will be billed separately @ $120/hour incl GST unless specified by the Care Plan level.
• Clever Digital requests need to be sent via email to [email protected]
• Any urgent tasks will be charged separately.
• The package is auto renewed every month on the 28th of the month for the month in advance.

Monthly Care Plan Payment terms:

• Monthly maintenance package fees require credit card or direct transfer payment only. No other forms of payment will be accepted for monthly maintenance.
• Monthly maintenance package fees will be invoiced on the 1st day of every month.
• An administrative fee of $25 will be charged to the clients account for any late payments or declined credit card charges.
• More than three missed payments in a year may attract termination of the package and the client will need to pay immediately the entire remaining amount on the package.
• There are absolutely no refunds for any fees related to the monthly maintenance package.

Monthly Care Plan Termination:

• In case the Client needs to cancel the monthly renewal, please inform us in writing at least one month prior to the renewal date.
• Ongoing term: For any reason if the Client decides to terminate an on-going maintenance package then they will need to pay the balance amount of any outstanding months.
• Clever Digital reserves the right to terminate monthly maintenance at anytime with written notice to the Client.

Monthly Care Plan Additional Support:

• Monthly Care Plan customers have the benefit of accessing our support for non-website related technical issues, researching or resolving issues with your other technical third party vendors on request.  As time required varies dependent on third party outside of Clever Digital control, a fixed quote or estimate cannot be provided. Any extra hours used will be billed separately @ $120/hour incl GST.
• Any third party support issues will be invoiced on completion of the issue being resolved, or deemed complete by Clever Digital due to an inability to resolve.

Annual Domain and Third Party License Renewals

Clever Digital automatically renews and purchases annual domain name registrations and ongoing third party software licences throughout the year. This ensures that websites are always live and fully functioning.

• All domain and third party license renewals are for a minimum of 12 months period
• Renewals are billed annually
• Renewals include 12 months domain registration and/or third party plugin, software or subscription service licenses
• Renewals are designed to ensure websites remain live and fully functioning, therefore we will auto-renew on your behalf unless otherwise notified.
• Clever Digital requests need to be sent via email to [email protected]
• Any urgent tasks will be charged separately.
• The package is auto renewed every year in June, for payment 14 days after the invoice is issued, prior to the end of financial year.
• Clever Digital employs fair use policy, whereby you may receive a discount on multi-site license third party products.

Annual Renewal Payment terms:

• Annual maintenance package fees require credit card or direct transfer payment only. No other forms of payment will be accepted for annual renewals.
• Annual renewal fees will be invoiced in June, with 14 days payment terms prior to the end of June.
• Clients who have direct debit set up will be automatically direct debited 14 days after the invoice has been issued.
• An administrative fee of $25 will be charged to the clients account for any late payments or declined credit card charges.
• An overdue amount of more than two months may attract termination of the annual renewals and the client will need to pay immediately the entire remaining amount.
• There are absolutely no refunds for any fees related to annual renewal fees.

Annual Renewal Termination:

• In case the Client needs to cancel the annual renewal, please inform us in writing at least one month prior to June..
• Ongoing term: For any reason if the Client decides to terminate a renewal then they will need to pay the balance amount of the remaining months.
• If you decide to cancel annual renewals, you will be responsible to maintain your own domain name registration and third party licenses / subscriptions. Any discounts we have applied will no longer be valid.
• Clever Digital reserves the right to terminate annual renewals at anytime with written notice to the Client.

Please note that Clever Digital reserves the right to change the terms and conditions without notice.

Upon acceptance of a quote or ongoing monthly care plans, it is understood that you have read and accepted our terms and conditions.