Website Services Information
This information is only applicable to customers that are employing Roller for its services in Website Development and Design. It does not apply to customers using the Roller Software.
PROVISION OF SERVICES
Provision of Services: Roller Networks Australia Pty Ltd "Roller" provides Web design, UX, Web development, App development, Web Hosting, domain name registration and other related Web Services. Client websites are published on a Web server owned and operated by third parties from time to time. Roller provides the above services using either in-house facilities and services or external 3rd party professional services, designers or equipment suppliers ("Supplier") as required. All client websites built using Materials supplied by third party softwares are considered a 'User' of those softwares and are bound by their Terms of Service Agreements and any other legal notices or conditions or guidelines posted on their respective websites.
CHARGES FOR SERVICES
Method of Billing - Where periodic charges apply, including annual support fees, monthly charges or any other applicable service fees, Roller have the right to bill you in advance.
Suspension - Websites may be deactivated as a result of non payment of fees. Where a Client has signed a contract but not paid the initial commencement fee within 14 days of signing, Roller has the right to cancel the contract.
Variations - Approved scope variations will be invoiced upon completion of works. Normal payment terms will apply.
Payment Terms - Terms are outlined in the issued invoice upon commencement of the project. Should payment remain outstanding beyond the payment terms as outlined in clause 2.5 above, Roller reserves the right to charge interest on all amounts outstanding from the due date outlined on the invoice until the date of payment at a rate equal to 2% per annum plus the rate for the time being fixed by section 2 of the Penalty Interest Rates Act 1983. In circumstances where there is no dispute, should payment remain outstanding beyond 90 days, the Client is liable for all costs including legal costs (on a Solicitor/own client basis) and mercantile agents’ fees incurred by Roller in recovering the amount outstanding. All prices and fees are expressed in Australian currency and exclude all taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply of Services, including but not limited to any applicable Goods and Services Tax (GST).
PERIOD OF TERMS AND CONDITIONS
These Terms and Conditions are valid for a period of 12 months or any other period as agreed to in writing by the parties.
A 30 day warranty period is offered (from launch date) for all bug fixes or errors not identified during testing. At the expiry of the 60 day warranty period time and materials support charges will come into effect. As Roller uses 3rd party services from time to time, any bugs or errors that are as a result of the 3rd party service may not be able to be resolved by Roller. In this case, Roller is not liable to fix the bugs.
INTELLECTUAL PROPERTY RIGHTS
You (the client) warrants that any materials supplied for inclusion within its website do not infringe the copyright, trade name, trademark, ownership or any other rights of others. You should be the legal owner of such materials or have prepared adequate evidence of suitable permissions being obtained.
Roller will retain ownership of the IP developed for the product, including the site design, content and data.
Disclosure: Roller will not disclose to 3rd parties any confidential data, information or trade secret made known to us by a client, unless with their prior consent. Roller will not supply a client's organisational or personal contact details to 3rd parties for marketing purposes without prior consent of the Client (other than in the normal agreed provision of our services, involving the publication of websites and search engine submissions and/or website promotion).
User Identification: Any username or password issued to a Client is considered confidential and must not be divulged to any another person or organisation. Reasonable precautions should be taken by the Client to protect this information from discovery by others.
Compliance: You are responsible for ensuring the content on your website does not contravene Australian, state or other relevant laws. Save and except for any negligence on behalf of Roller, you are held liable for and indemnify Roller from any claims, suits, damages or any other disputes or actions which arise in connection with your website. You must ensure the accuracy, truthfulness, appropriateness & decency of any content on your website.
Web Hosting services provided by Roller and it's 3rd party suppliers is bound by the terms and conditions of our hosting partners in addition to any conditions stated in these Terms and Conditions. Roller may change their Web Hosting supplier at any time without notice and you agree to be bound by the terms and conditions of the selected provider. Roller will endeavour to provide the Client with any terms and conditions of a new Web Hosting supplier within 48 hours of any change.
DELIVERY OF SERVICES
The parties agree to act in good faith use their best endeavours to meet the agreed upon completion dates. Roller will not be held liable for any loss or damage as a result of a failure to meet the agreed dates due to any negligence on behalf of the other party. Both parties must agree to any extension or delay of a completion date in writing as soon as reasonably practicable.
Approval & Modifications - Upon completion of development works, the Client will be required to sign off on the project giving final approval of the site. Any subsequent modifications outside the period outlined at clause 4 will incur a charge.
Technical Support - Is defined as email support for reporting of faults, correction of faults, fault resolution and service enquiries relating to the goods and services outlined in these Terms and Conditions. The standard support service will operate during standard business hours from 9am to 5:30pm during weekdays, excluding public holidays. Additionally, service will not operate between Christmas Day and New Years Day and/or agency shutdown periods over this time. Dates will be advised in advance. The cost of any technical support outside of the warranty period outlined will be charged at Roller's standard development rate, which will be provided to you (the client) on engagement for additional services.
Roller will endeavour to provide timely and effective service to the Client under these Terms and Conditions. In return, the Client must endeavour to supply Roller with information required to provision services under these Terms and Conditions in a timely and efficient manner. If Roller Digital is prevented or delayed from delivering services under these Terms and Conditions due to the Client’s failure to provide timely information as requested, Roller Digital shall become exempt for any future consequential breaches of these Terms and Conditions only in relation to completion dates and delays as new completion dates will have to be agreed upon by the parties in writing. Should the delay in obtaining information from the Client be greater than 6 weeks after the original request, Roller Digital have the right to postpone or terminate these Terms and Conditions and levy all charges and fees payable for any work completed up to the date of termination or postponement.
Design Brief: Design is based on information provided by you in the design brief.
LIMITATION OF LIABILITY
No Liability: Roller have no liability to you or to any other person for:-
Loss or damage caused by use, misuse, lack of availability, interruption or removal of services or any error or omission of your website. As part of some services, Roller will make marketing information and guidance notes available to the Client. Roller will not be held liable for any loss or damages by the Client in the application or use of this information.
Acts or defaults of other Suppliers including but not limited to Web Hosting and email hosting providers; or failures within their infrastructure
Faults or defects in services which are caused by your own conduct or misuse.
As part of our service, Roller may submit the address of Client sites to Internet search engines to achieve better search engine rankings. As Roller cannot in any manner control or influence the workings and policies of 3rd party organisations operating those search engines, it is not possible to guarantee search engine acceptance or ratings.
GOVERNMENT DUTIES AND TAXES
Roller Digital reserve the right to pass onto the purchaser any variations in Australian Import Duty, Sales Tax rates or GST rates applicable to the equipment, maintenance and/or service which may occur from the date of order until the date of purchase of the equipment.
LIMITATIONS ON USE
Website Exclusions & Limitations: Subject to clause 4, the website is provided on an ‘as is’ basis without warranties of any kind, whether express or implied. Roller do not review or monitor any websites linked to your website and are not responsible for the content or accuracy of any such linked websites.
If there are any variations to the Scope of Works as outlined in these Terms and Conditions, Roller will request permission from you prior to this work proceeding. This request will outline any additional costs for this work.
The proper law of all agreements arising between the Roller Digital and the Client is the law of the State of Victoria and the parties agree to submit to the jurisdiction of the Courts of that State.
If any dispute arises out of these terms and conditions (“Dispute”) a party to these terms and conditions must not commence any court or arbitration proceedings unless the parties to the Dispute have sought to resolve the Dispute first through negotiations then failing which mediation (using a mediator appointed by the Law Institute of Victoria), except where a party seeks urgent interlocutory relief.
DEFAULT AND TERMINATION NOTICES
If either party to these Terms and Conditions substantially defaults in the observance or performance of any of their obligations under these Terms and Conditions (“Defaulting Party”) and such default continues for a period of 14 days after written notice has been given to the Defaulting Party to remedy the default (“Default Notice”), then the non-defaulting party may terminate these Terms and Conditions by giving to the Defaulting Party written notice (“Termination Notice”).
CONSEQUENCES OF TERMINATION
The parties agree that termination or cessation of these Terms and Conditions, whether under any relevant clause of these Terms and Conditions or at common law or equity will be without prejudice to:
any rights, remedies, duties and obligations of the parties which have accrued prior to that termination or cessation and which remain unenforced and unsatisfied; and
any provision of these Terms and Conditions which is expressed to come into effect on, or to continue in effect after, termination or cessation.
Notwithstanding any terms and conditions contained herein, the expiry or termination of these Terms and Conditions will not affect or limit any accrued rights of the parties.
CHANGE OF OWNERSHIP
The Client will endeavour to notify the Roller in writing of any change of ownership of the Client in a timely fashion and indemnifies Roller against any loss or damage incurred by it as a result of the Client’s failure to notify Roller of any change.
Entire Agreement: These Terms and Conditions and the documents relating to the project proposal contain the whole understanding between us to the exclusion of any prior or collateral agreements or understandings of any kind relating to the services Roller provides.