Terms & Conditions Agreement for “ASAP Website” Product

FOREWORD:

I work in a highly collaborative, flexible and organic manner, and sometimes the website design and development phases intersect and overlap. The website creation process can be and often is messy and non-linear— but it’s always fun!

Flexibility goes both ways. It’s a tango, and both of us need to be committed to this project. If you cannot contribute to the collaborative process at any time throughout the project, such as if questions go un-answered, and content is not shared with me in a timely manner, that’s usually ok, but when you pop back ready, willing and able to participate in the exchange of information, the schedule will adjust accordingly. A few days here and there could result in weeks variation; a few weeks could result in several weeks variation as I coordinate and balance all client work.

TERMS & CONDITIONS

In this agreement “we” “us” or “our” means Tall Poppies Design and “you” means the client, . We will provide the Services to you from the Commencement Date subject to these terms and conditions. If you wish to engage us for any period after the completion of the Services, we will negotiate a mutually acceptable arrangement.

SIMPLE LICENSE AGREEMENT

This agreement gives you the right to use the A.S.A.P website in a personal or commercial project for yourself or a client, but the A.S.A.P website cannot be resold or redistributed on its own, or used in a product offered for sale where the item contributes to the core value of the product being sold. These A.S.A.P websites cannot be sub-licensed, resold, shared, transferred, or otherwise redistributed on its own (even for free). You may not convert a purchased website template to a theme to sell or distribute for free.

Portions of the A.S.A.P Website product may be covered by an open source software license such as the GPL (GNU General Public License). In these cases, any portions of the product not covered by an open source license will be covered by this license.

If you’re still unclear about what is or isn’t allowed under these Terms and Conditions, please respect the creator and contact the Tall Poppies for clarification.

OUR OBLIGATIONS

We will:

  • provide the Services in a conscientious, timely and professional fashion;
  • not do anything which may cause the reputation of your business to be detrimentally affected;
  • comply with your reasonable directions; and
  • provide staff and equipment sufficient to carry out the Services.

STANDARDS

We warrant that we have the necessary professional skills to perform the Services.

TERMINATION

Either you or we can terminate this agreement at any time by giving at least 2 weeks written notice. You can terminate this agreement at any time by giving written notice effective from the date of the notice if we breach these terms and conditions and fail to rectify that breach, or we cease to provide the Services or we are insolvent.

FEES AND PAYMENT

Full payment (100%) will be required before the commencement of the project and this fee is non-refundable. All additional invoices are strictly seven days in accordance with the rates outlined in the schedule. Additional services as directed by you will be charged at an hourly rate of $100/hour, or a flat project fee. Any variation in the fee payable to us as a consequence of such a direction will be as agreed between us.

NON-EXCLUSIVITY

You acknowledge that we may enter into similar arrangements with other customers to provide similar and other services to those other customers.

CONFIDENTIALITY

If we have access to or become acquainted with confidential information concerning your business and customers, we will not at any time while we are providing the Services or after the end of this agreement: copy or use the confidential information for any purpose other than for your the benefit without your consent; or Disclose the confidential information to any other person except in the proper performance of the Services or with your consent, except where the confidential information is required to be disclosed by Law.

INTELLECTUAL PROPERTY

We will own all the intellectual property (IP) rights in all methodology materials (“Materials”) such as documents, designs, records and working papers produced by us. You will have a non‐transferable license to use the Materials produced by us for you, provided that you have paid all monies due and payable to us in respect of the Services provided to you.

NO EMPLOYMENT, PARTNERSHIP OR AGENCY

We are not by virtue of this agreement your employee, partner or agent.

VARIATIONS

The proposed project total reflects a good faith estimate based on existing understanding of the objectives and priorities of your business and website. If the project scope changes to an extent that substantially alters the specifications described in the original estimate, a proposal revision memo will be submitted, and a revised or additional fee must be agreed upon before further work proceeds.

You may, by written notice to us, direct us to vary the scope of the Services and we will comply with that direction. Any variation in the fee payable to us as a consequence of such a direction will be as agreed between us.

NOTICES

Any notices or other communications will be sent to your address as set out in the Schedule unless you advise us of another address is notified to of contact person.