Customer Agreement (General Project)

1. Introduction

This Customer Agreement is a Product-Specific Customer Agreement supplement for the product of ‘General Project’ (‘this project’) to the Customer Agreement (Universal) and sets out the additional terms and conditions that apply to the commercial relationship between you and us.

The terms, defined terms, conditions, and notices contained or referenced herein for this Product-Specific Customer Agreement are in addition to, and should be read in conjunction with the Customer Agreement (Universal) to form a single document, encompassing the previous definitions of ‘Customer Agreement’ and ‘this document’, and for that reason, you are required to read the aforementioned document before reading this Product-Specific Customer Agreement.

You agree to our Privacy Policy (General Project).

The ‘Project Scope’ is a separate document that outlines the general scope and minimum requirements for this project and is prepared based on your specific needs. In the Project Scope, you can find definitions for the ‘Project Development Price’, and if applicable, the ‘Additional Materials Float’.

2. Project completion vs. cancellation

Project completion and project cancellation describe types of project conclusion. Once this project has concluded, we are no longer responsible for it (subject to any warranty provisions in this Customer Agreement).

We will bill for any work of any kind that we perform on this project that we have not included in the Project Development Price (e.g. non-warranty repairs/maintenance) at our standard hourly rate of $149.00 (which is subject to annual review; our ‘standard hourly rate’).

While we will consider a project completed when we have fulfilled the requirements detailed in the Project Scope, we may also deem it completed at any point during project production if you use or distribute without written permission any files or designs provided by us to you.

If you no longer wish to proceed with this project, please contact us to request that we cancel it. In this scenario, we will replace the Project Development Price with our standard hourly rate, multiplied by the number of hours worked on the project, not exceeding the Project Development Price it's replacing.

You agree to submit text, graphics, photos, designs, data, trade marks, and other artwork or content (the ‘materials’) that you’d like to have included in this project, user names and passwords (the ‘credentials’), approvals, feedback, and various other items necessary for production. If you cause the development process to be delayed by at least 14 calendar days for any of, but not limited to, the following reasons:

  1. you fail to supply the necessary materials, credentials, approvals, or feedback;
  2. you fail to make sufficient arrangements to facilitate the clearing of payment within 14 calendar days of its associated invoice’s due date (see clause ’Sending payments and refunds’); or
  3. you fail to sign off a project stage without clearly demonstrating why it is deficient in fulfilling the requirements of the stage;

we will place production on hold for up to 28 calendar days, and you will incur a holding fee of 5% of the Project Development Price, invoiced for the 28 days in advance, and payable immediately. Upon your supplying of the requested items, production will resume, and the estimated delivery date will be affected due to:

  1. us initially estimating the delivery date based on the assumption that you will respond to all requests promptly; and
  2. us having made resources available for other projects based on the assumption that your project is no longer a priority for you and that we expect to inevitably and proactively cancel it after the hold period.

If this project does resume within the 28-day hold period, a prorated refund of the holding fee will be provided upon project conclusion when all other monies owed have been paid.

If we place this project on hold and either production does not resume within the 28-day hold period, or we do not receive payment of the holding fee within seven calendar days of being invoiced, we may proactively cancel this project, which would result in you incurring a ‘Cancellation Fee’ (see clause ‘Proactive cancellation’).

When this project concludes, all monies owed will be due and payable immediately. If we cancel this project, any remaining work will be your responsibility, or we can carry out the remaining work at our standard hourly rate. Please note until we have received full payment for this project, we will own all title to this project.

3. Additional materials

If additional materials (e.g. stock photography or fonts) are necessary to complete this project, we will notify you in writing and request your authorisation to purchase the materials. These purchases will be payable in addition to the Project Development Price.

We will supply these materials at cost + 20%, and we will own the licence. You do not have any rights to use, modify, or distribute these materials outside of their original intended use in this project. We cannot transfer any licenses, nor do you have any rights to sell them. If you wish to use the materials for additional projects, you should decline our request for authorisation and purchase the materials and appropriate usage licenses directly from their suppliers. We can then include the materials for you, subject to the Project Scope.

Fees for materials vary, and because we do not include them in the Project Development Price, the amount spent on materials will affect your total investment in this project.

The Project Scope may specify an Additional Materials Float for the estimated total spend on additional materials and will be due upon commencement of project production. When this project concludes, we will refund any unused float after we have received all other monies owing.

4. Proactive cancellation

This project will be proactively cancelled by us if:

  1. you breach any term of this Customer Agreement or any other terms and conditions forming this document;
  2. production of this project is placed on hold and does not resume within 28 days (see clause ‘Project completion vs. cancellation’);
  3. through any medium, you abuse, defame, or denigrate us (as determined by us – however, one written warning will be provided); or
  4. you engage a third-party developer to work on or complete this project contrary to this document.

If the cancellation is due to one or more of the above scenarios, the cost of all work completed to such date will be due and owing, and the following Cancellation Fee will apply. We will calculate the Cancellation Fee on the following basis, whichever is higher:

  1. 85% of the Project Development Price; or
  2. the cost for the total amount of hours spent on production completed to date at our standard hourly rate, which may total as much as – but not more than – the Project Development Price.

We will deduct from the Cancellation Fee any amount already paid towards the Project Development Price, the balance of which will be immediately payable upon invoice.

We will not factor into the Cancellation Fee any additional materials purchased by us on your behalf, and any amount not covered by the Additional Materials Float will be immediately payable upon invoice (see clause ‘Additional materials’).

While we do reserve the right to cancel any project, at any time, on the basis that is not necessarily any of the above reasons or is outside of our control, and without necessarily providing a reason:

  1. the Cancellation Fee will not apply in that case;
  2. a credit to your Sales Automation Systems account will be applied to counter the amount of the Project Development Price that we previously invoiced, regardless of whether you have yet paid that amount;
  3. any amount for which you are liable as per this Customer Agreement, but we have not yet invoiced, will be debited to your Sales Automation Systems account; and
  4. an invoice will be issued, and if your Sales Automation Systems account is in credit, it will be refunded (see clause ‘Sending payments and refunds’), and if there is instead an outstanding amount owing to us, it will be due immediately.

In the event of cancellation, we reserve the right to withhold all files, designs, and other intellectual property related to this project, and you are not permitted to use any such intellectual property that we have supplied to you for any purpose until we have received all amounts owing.

Cancellation of this project does not relieve you of your obligations to us under this document.

5. Pricing and support for third party suppliers

We may utilise the services of multiple third-party suppliers, providing various features for this project. These suppliers have varying levels of customer support, and range from user community forums and online chat, to sometimes even 24/7 telephone support. You will need to adhere to their terms and conditions, where applicable.

Please keep in mind that due to the nature of technology, this project may encounter unexpected interruptions or other errors from time to time. While we are happy to provide rudimentary support, we will be limited to how much we can provide, including in scenarios where we have a professional relationship with the supplier in question. We may need to refer you to the supplier’s support channel, and where necessary, ask you to follow their standard troubleshooting or complaints processes.

In cases where we may promote the pricing and/or features of a third party organisation's product/service, your commitment to this Customer Agreement is with the understanding that the pricing and/or features and/or availability of any such organisation's product/service may change without notice and at the discretion of the organisation in question.

6. Changes to the Project Scope

Should you wish to modify the Project Scope, you agree to submit a written request to us summarising the requested changes. We will then provide you with a proposed replacement to the Project Scope (‘PRPS’), and unless specified otherwise, the PRPS may, at our discretion, expire if not accepted by reply email within seven calendar days.

If you need to pay an additional payment as a result of accepting the PRPS, it will be immediately payable upon invoice.

If you decline the PRPS (e.g. due to price or time frame objection), the Project Scope currently in effect will stand.

7. Payment terms (General Project)

An outstanding account (see clause ‘Sending payments and refunds’) after seven calendar days of any unpaid invoices’ due dates will be subject to a late fee of $25.00. An account that is outstanding after 14 calendar days will incur an additional late payment charge of $50.00, plus an additional fee of 10% per annum, calculated daily, on the overdue amount for each day payment remains outstanding.

If your default in payment delays project production by at least 14 calendar days, production will pause and a holding fee will apply (see clause ‘Project completion vs. cancellation’).

Where we have approved a progress payment schedule (a ‘payment plan’), any default in payment will result in a cancellation of the payment plan, and our standard payment terms will apply, and payment may be required to accommodate the changed terms.

Suspension of project production due to default in payment does not relieve you of your obligation to pay the due amount.

If an account remains outstanding after 28 calendar days, we have the right to pursue debt collection measures, and all associated legal and third party costs will be your responsibility and will be added to and form part of the total debt owing to us.

8. Estimated delivery dates

We will use reasonable efforts to meet all estimated delivery dates. Such due dates in all cases represent estimated targets only, and should never be accepted either explicitly or implied as a guarantee of delivery on or before such dates if any, and to which end, you agree that we may postpone due dates at our discretion.

You agree not to hold us liable for any consequential losses associated with any project delays, for any reason.

9. Rights of refusal

We reserve the right to refuse to include in this project any particular materials without giving a reason, especially materials which we deem to be:

  1. immoral, offensive, obscene, or illegal;
  2. not conforming to all standards laid down by all relevant advertising standards authorities; or
  3. above the number of materials outlined in the Project Scope.

If we have already included materials in this project in good faith and we subsequently determine they contravene this clause:

  1. if we can remove such contravening materials, we have your permission to do so without restriction; or
  2. if you can remove such contravening materials and we do not, then you will arrange for such material to be removed immediately;

and in either event, we will not be held liable for the consequences arising from such inclusion or removal.

10. Intellectual property

A transferable license of this project, functioning as described in the Project Scope, will be assigned to you only upon receipt of final payment, as per the Project Scope and this Customer Agreement.

We will retain all intellectual property rights to the preliminary, developmental, and final artwork, designs, source files, and processes of production that are created by us. Such data will remain the property of Sales Automation Systems under all circumstances, and we are under no obligation to release this data or transfer these rights to you at any time. Where a third party owns individual components of this project, they will, therefore, remain the property of their respective owners.

Any discarded concepts and ideas remain the property of Sales Automation Systems and must not be used by you under any circumstances unless purchased separately.

Regarding any materials (e.g. text or photography) you supply, you represent to us and unconditionally guarantee that you are either:

  1. the owner of the materials, or
  2. have obtained permission from the materials' rightful owners to use for this project.

Additionally, you agree to indemnify us from any claim, action, or court proceeding arising from the use of such material.

Should it emerge that materials used in this project have usage limitations that are incompatible with this project, you agree to allow us to remove or replace the items in question.

The reasonable costs associated with this removal or replacement will be borne by us only where we supplied the items. If you provided the material, the associated charges would be borne by you, plus our standard hourly rate for the time we spend resolving the issue.