CDAA Services Contract (“The Contract”)
Standard Web Hosting Terms and Conditions
Standard Web Hosting Service Level Agreement

 

CDAA Services Contract ("The Contract")

1. Definitions and interpretation

1.1 "We", "Our", "Us" refers to CDAA Pty Ltd ABN 74 869 087 195 and its subsidiaries, employees, officers, agents and affiliates.
1.2 "Our website" refers to http://www.cdaa.com.au
1.3 "You", "Your" or "the Client" refers to you as the owner and/or operator of a website or enterprise to which our creative services (the "Creative Services") or web services (the "Web Services") are applied.
1.4 "Design", or "the Design" refers to the features of shape, configuration, pattern or ornamentation which, when applied to a product, gives the product a unique appearance.
1.5 "Your website" or "web assets" refers to any website or web application owned and/or operated by you to which our products and services are applied.
1.6 "Collateral" refers to any artwork, or media designed or developed for you to work in collaboration with other promotional material to which our products and services are applied.
1.7 "Work" or "your Work" refers to any projects, jobs or tasks commissioned by you to which our products and services are applied.
1.8 "Creative Services" may be applied to a new or existing graphic design and may include any of the following or a combination thereof:

(a) Art direction of projects including planning of strategy, concept and architecture;
(b) graphic design of templates for digital interfaces, web pages, multimedia, animation, advertising, signage and print media;
(c) revision and organisation of content;
(d) inclusion and manipulation of formats, images, typefaces, layout, style and
(e) printing or facilitating the printing of an artwork;
(f) project management of corporate identity and design consultancies.

1.9 "Marketing" may be applied to a new or existing website, intranet, extranet or online system and may include any of the following or a combination thereof:

(a) marketing consulting, research and strategic planning;
(b) search engine optimisation and positioning services;
(c) analytical analysis and reporting;
(d) Pay-Per-Click search engine and social media campaign management
(e) link sourcing;
(f) search engine marketing and content development services;
(g) social media marketing and content development services;
(h) recording and reporting on statistical data including but not limited to hits, page impressions and unique visitors to a website, intranet, extranet of online systems hosted by us;
(i) email marketing services.

1.10 "Web Development and Web Application Services" may be applied to a new or existing website, intranet, extranet or online system and may include any of the following or a combination thereof:

(a) project scoping and architecture;
(b) setting up of a content management system, modules and services;
(c) developing or customising of online system functionality;
(d) testing and deployment of systems;
(e) preparation and construction of templates;
(f) revision and organisation of digital content;
(g) inclusion and manipulation of formats, images, typefaces, layout, style, video and audio;
(h) overall presentation of web pages;
(i) technical support and training;
(j) hosting or facilitating the hosting of a website, intranet, extranet or online application;
(k) establishing applications for domain names and delegation of domain name;

1.11 "Support" or "OPTiMUM™ Support" may be applied to a new or existing website, intranet, extranet or web based application and may include any of the following or a combination thereof:

(a) Helpdesk support for system users and/or administrators;
(b) Maintenance of the web assets for the optimisation of their performance;
(c) Maintenance and updating of software as used by web assets;
(d) Monitoring of web assets for internet availability and/or broken links;
(e) Responses to software application issues reported by the client requiring investigation and rectification;
(f) Liaison between the client and CDAA vendors;
(g) Services provided under a service level agreement and/or support agreement

1.12 The following are the standard terms and conditions ("Terms & Service") that apply to our provision of Creative, Marketing, Support, Web Development and Web Application Services. The Terms of Service are subject to change without notice with the most current version superseding all previous versions supplied upon request.
1.13 Unless indicated in writing otherwise, the quotation provided by CDAA is based on estimates as to time and costs. You expressly acknowledge that the quotation is an indication of our time, value and costs and is subject to change should circumstances change, or if you fail to comply with your obligations under these Terms of Service.
1.14 Your signing and returning the quotation to us within the quotation validation period will constitute your acceptance of these Terms of Service. For ease of reference, all correspondence between the parties to this contract should include the quotation reference version and date. You should take the time to read through the Terms of Service presented with any valid quotation.

2. Your obligations

2.1 You must:

(a) ensure that material you submit to us for inclusion in the website or any other developed collateral on your behalf is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or
(b) would otherwise expose us to any liability,
(c) legal proceedings or other sanction;
(d) ensure that you do not make, arrange or authorise the insertion of any reference to us or our website in any document (including promotional or merchandising material) or on any website other than our website without our prior written consent;
(e) promptly execute any document, make any arrangement or do anything that is reasonably requested by us in order to facilitate our provision of services, including but not limited to any necessary authorisation, permission or security passwords concerning access to codes, programs or other information in relation to your website held by any other party (eg. a third party internet service provider that hosts your website) and any edits to text or other content to be included on your website (particularly in relation to search engine optimisation and positioning services);
(f) abide by the applicable Codes of Practice (incorporating privacy and advertising codes) issued by the Internet Industry Association (to be found at www.iia.net.au), or other applicable bodies.

2.2 You represent and warrant that you are authorised to make available the material submitted by you for inclusion in any website (including content of any downloadable file) or collateral we are to design on your behalf and that you are acting under authority.

2.3 You acknowledge that:

(a) you have read and agree to be bound by the terms of all legal notices posted on the website including Privacy Policy, Terms of Use, Disclaimer and Copyright notices;
(b) all intellectual property including copyright that we produce on your behalf will remain the rightful property of CDAA Pty Ltd unless stated otherwise in writing;
(c) upon payment of the final invoice, we will assign to you a world-wide licence to use the end product of your work commissioned to us, with the exclusion of development files for the original purpose intended on condition that we will have the right to copy and adapt your work in order to provide services, to promote our services or for any other reason;
(d) any content provided by you will be a final version and any further time spent by us due to subsequent changes or substitution of content will be charged at the current hourly rate in addition to the quotation amount;
(e) we are not under any obligation to monitor or censor the material submitted by you, but we reserve the right to do so;
(f) we are not responsible for the content of any website or other media we design on your behalf or for any errors or omissions in any data provided by or on behalf of you;
(g) systems or technological failure may impede or prevent provision of services;
(h) if you have not arranged for your website, intranet, extranet or application to be hosted, we shall deliver completed work we have produced by way of an appropriate data storage medium with the exclusion of development files;
(i) you are responsible for the security and integrity of your data; and transmission of data over the Internet can be subject to errors and delays;
(j) while reasonable effort will be made to ensure your website, intranet, extranet or application is protected from unauthorised access or malicious attack, we do not accept liability for such an event, nor provide any warranty or a guarantee for this purpose under any circumstance including where a service level or support agreement is in place.
(k) we will make arrangements to store or back up a copy of your work after its completion and implementation. This will be carried out on the understanding and condition that the sole responsibility for the storage and back up of both commissioned work and files supplied to us remain with you at all times. An acceptance of our Terms of Service is an acceptance of these conditions.
(l) Where you have requested that your files be supplied, we reserve the right to charge for this service based on time taken to search, collate and supply files as required. We may choose at our discretion to cease storage of file copies once they have been provided without notice.
(m) all property you provide to us such as, but not limited to, reference material, disks, equipment, collateral, books, or printing, reside in our care and at our office premises at your own risk.
(n) if you decide to remove your CDAA built website, intranet, extranet or application from our hosting environment you may breech the conditions of your Service Level Agreement or OPTiMUM™ Support Agreement with CDAA.
(o) if your CDAA built website, intranet, extranet or application is not covered under a Service Level Agreement or OPTiMUM™ Support Agreement with CDAA we reserve the right to request the removal of it immediately from our servers at your own expense.

3. Variation or alteration to the provision of services

3.1 The Contract shall commence on the date of the quotation and shall conclude on the Completion Date if one is indicated. In the event that we are required to perform services that are not provided for in the agreed quotation, a revised quotation may be issued to accommodate additional requirements agreed between the parties and, once signed by you, the revised quotation will replace the quotation and may provide for a different Completion Date and a different quotation Amount than those outlined in the initial proposition.
3.2 A variation is understood by CDAA Pty Ltd to be a deviation in the original model outlined in the brief document or project scope, resulting in a new outcome. Any variations may result with CDAA Pty Ltd charging the remaining work for any project on a time and materials basis. CDAA Pty Ltd will present any additional charges that may arise to the project management team for approval before proceeding.
3.3 An alteration is understood by CDAA Pty Ltd to be an amendment to the original model, but the outcome remains the same. If minor alterations are made before work has been started, additional charges may not apply. If alterations result in re-work once work has commenced then CDAA Pty Ltd reserves the right to charge for this time. CDAA Pty Ltd will present any additional charges that may arise to the project management team for approval before proceeding.

4 Suspension or termination of the provision of services

4.1 Without limiting our other rights, we may immediately suspend or temporarily remove part or all of your website, web application and support service or terminate the Contract if:

(a) you fail to pay any fees or charges due to us by the due date;
(b) you cancel hosting services provided by us, or impair our ability to provide sufficient support;
(c) you breach any part of the Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;
(d) any material supplied by you is false or misleading;
(e) you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or
(f) you die, or if you are in a partnership and are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

4.2 You acknowledge and agree that termination of the Contract pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Contract and we reserve our right to enforce such obligations and liabilities in any event. In the event that either party prior to the Completion Date terminates the Contract, you shall remain liable to pay any invoice we issue for work completed prior to termination.

4.3 CDAA may end its agreement with you and cease providing Services (other than Services for a fixed contract period) for any reason, on 30 days written notice to you; with respect to Services for a fixed contract period, the notice will not expire before the end of the fixed contract period.

4.4 You may close your account with CDAA by providing notice to CDAA in accordance with the methods set out below.

• by letter or fax on company letterhead (if applicable) and signed by the Client or an authorised person;
• by email to admin@cdaa.com.au

The closure notice will take effect on the next billing date following the date of your notice. The Client will be required to pay charges for Services supplied up to the date on which the closure notice takes effect.

4.5 If your account is closed you must pay all outstanding charges immediately and CDAA may delete all Customer Data from any storage media.

4.6 CDAA is under no obligation to provide you with a copy of your Data if we have suspended or terminated your access to the Service. If we provide you with a copy of your Data, CDAA is entitled to charge a fee for service.

4.7 CDAA may from time to time without notice suspend the Service or disconnect or deny you access to the Service:

• during any technical failure, modification or maintenance involved in the Service provided that we will use reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable; or
• if you fail to comply with any provision in this agreement (including failure to pay charges due), or do, or allow to be done, anything which in our opinion may have the effect of jeopardising the operation of the Service, until the breach (if capable of remedy) is remedied.

4.8 Notwithstanding any suspension of any Service under this clause you shall remain liable for all charges due throughout the period of suspension.

4.9 If your account has been suspended or terminated, reactivation of your account will be completely at CDAA's discretion. If CDAA agree to reactivate your account, CDAA will require:

• payment in full of all outstanding amounts; and
• payment of a reactivation fee.

4.10 CDAA reserves the right to refuse to supply services to a potential customer who has previously had its account with CDAA terminated for breach. In this clause, "potential customer" includes:

• (if the potential customer is a corporation) it's Related Entity or Related Party (as those phrases are defined in the Corporations Law); and
• (if the potential customer is an individual) any corporation in which the potential customer was at the relevant time an officer or shareholder, or a Related Party of a shareholder.

4.11 CDAA may without notice to you remove, amend or alter your data upon being made aware of:

• any claim or allegation; or
• any court order, direction, judgment, determination or other finding of a court or other competent body,
• that the data is illegal, defamatory, offensive or in breach of a third party's rights.
• that the data and/or software may compromise our environment effecting performance and security.

5. Disputes

We request that if there is a problem the Client first let us know so we can address it. Disputes related to services provided should be directed to CDAA’s Service Delivery Manager in writing via letter or email to admin@cdaa.com.au

6. Media

Upon approval of this contract, CDAA Pty Ltd reserves the right to promote its association with Client and this consultancy as outlined in the contract. Clients that prefer not be promoted or wish to view all media references should advise their CDAA Pty Ltd representative at the time of signing this contact.

7. Fees and billing

7.1 CDAA's various fees and charges are itemised in all our quotes and proposals and are subject to change and goods and services tax (GST). Minimum charges do apply for ad-hoc services performed outside of a predetermined agreement with the client. The rates are listed below.
Minimum charge: $100
Minimum hourly rate: $180

7.2 In most cases projects will be broken down into milestone deliverables which will be invoiced to the client in advance for each stage of the consultancy, and prior to the work commencing unless otherwise agreed in writing. Payments terms of invoices will be payable within fourteen (14) days of the date of issued. Thirty (30) day terms may be available for repeat clients with good account history which maintain this status. CDAA reserves the right to revoke 30 days terms and charge a deposit payment on a project if required. Acceptable methods of payment are Direct Deposit (EFT) or Cheque.

7.3 If we do not receive payment by the due date, we may:

(a) immediately suspend or cease provision of scheduled services;
(b) remove any reference or prevent access to work or websites already completed on your behalf;
(c) charge late fees on any overdue amount to the value of $50 per 30 days or part thereof that the account remains outstanding; and
(d) demand that you pay for any costs of collecting the overdue amount, including but not limited to collection of agency fees and legal fees.

7.4 In the event that a revised quotation is issued, we reserve the right to include in the revised quotation amount a minimum hourly rate of $180 excluding GST for any additional services not provided for in the quotation and/or any management time incurred, including renegotiation and preparation of the revised quotation.

7.5 You will pay all taxes, duties and other government charges payable in connection with the Contract whether applying as at the date of the Contract or in the future including without limitation goods and services tax (GST), other value added tax, sales tax, stamp duty and turnover tax, but excluding taxes, duties and government charges based on our income.

7.6 If you request priority turnaround of your work outside CDAA's normal scheduled workflow during business hours a 50% loading to our retail hourly rate for the service required may apply for the work requested during this period. These fees will be brought to your attention prior to the commencement of these services. Work required after business hours will incur additional charges after hours (see section 16).

7.7 You consent to us obtaining a credit reporting agency report containing personal information about you (as well as information concerning commercial creditworthiness and activities) for the purpose of assessment by us of an application for credit (whether commercial or personal) or for the purpose of the collection of payments which are overdue.

7.8 No refunds will be given for unused portions of payments in advance unless the account has been terminated due to CDAA's breach of these terms and conditions. If you terminate a rolling fixed period contract before the end of its term, you will be charged for the balance of the contract term.

8. Limitation of liability and indemnity

8.1 To the extent allowable under the Trade Practices Act 1975 (Cth) or any other applicable law, we:

(a) exclude all conditions, guarantees and warranties implied into the Contract;
(b) exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
(c) limit our liability for breach of any condition, guarantee or warranty that we can
(d) exclude to the greater of (at our option):
(e) resupplying the services; or
(f) paying the cost of having the services resupplied; and
(g) limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under the Contract.

8.2 We will not be liable under the Contract to the extent that liability is caused by:

(a) any breach of your obligations under the Contract; or
(b) any delay in performance or breach of the Contract which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our website or any website, web application or asset we design on your behalf.

8.3 You indemnify CDAA Pty Ltd and its officers, employees and agents ("those indemnified") against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated and submitted by you in connection with services we provide. It is a requirement that you hold current and suitable Legal Indemnity insurance to cover any claim.

8.4 With the acceptance of this consultancy the client indemnifies CDAA Pty Ltd against any cost or loses that may be incurred, due to software, code or system applications used (including third party) for the purpose of fulfilling client requirements and this contract. It is a requirement that you hold current and suitable Legal Indemnity insurance to cover any claim.

8.5 With the acceptance of this consultancy the client indemnifies CDAA Pty Ltd against any cost or loses that may be incurred, due to your website or web application being a target of unauthorized access or maliciously attack. It is a requirement that you hold current and suitable Legal Indemnity insurance to cover any claim.

8.6 Our services do not warrant or guarantee that the client will never have a problem with their website or data nor is it a guarantee that the security of the Client's website cannot, or will never be compromised. CDAA accept liability for the supply of the Services but only to the extent provided below.
We do not warrant that:

• the Services provided under this agreement will be uninterrupted or error free;
• the Services will meet your requirements, other than as expressly set out in this agreement; or
• the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the services or systems of CDAA.

8.7 Where the Customer is a Consumer (as that word is defined by the Trade Practices Act), we accept liability where: the Service is not supplied with due care and skill; any material supplied in connection with the Service is not reasonably fit for the purpose for which it was supplied; and we are otherwise required to do so by the Trade Practices Act.

8.8 To the extent that the Service is not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited to, at our option, to the resupply of the services again; or payment of the cost of having the services supplied again.

8.9 Except as expressly provided to the contrary in this agreement, we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement and/or its subject matter.

8.10 Other than liability accepted by us in this agreement, our total liability for loss or damage of any kind not excluded by this agreement, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this agreement is limited in aggregate for any and all claims to $10.

9. General

9.1 No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.

9.2 A notice must be sent by e-mail, prepaid post or facsimile to your or our last known address.

9.3 These Terms of Service, the agreed (revised) Project Specification and the (revised) Quotation comprise the entire Contract and supersede all prior understandings, agreements or representations between the parties that concern provision of the services.

9.4 The laws of South Australia govern the Contract. You submit to the non-exclusive jurisdiction of the South Australian Courts.

9.5 If any term of the Contract is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.

10. Guarantee

Unless otherwise stated in writing by us CDAA Pty Ltd will guarantee that its services upon handover and delivery to the client to be reasonably fit for purpose for which they were supplied and performed with due care and skill. Any concerns with the services provided by CDAA must be brought to our attention within 14 calendar days from delivery.

Unless otherwise stated in writing by us CDAA does not warrant and provide a guarantee that services it provides will remain fit for purpose after they have been supplied, and after 14 calendar days has lapsed. We do however reserve the right to repair or rectify any work performed by CDAA engineers at our own cost.

Exclusions to our guarantee will apply were CDAA has specified in writing an agreed period of time for which our services are guaranteed such as those covered under a Service Level Agreement or OPTiMUM™ Support Agreement.

Exclusions to the guarantee may occur if originally supplied work or services are believed at CDAA's discretion to be accessed and modified, hosted, edited or tampered with by another party outside the control of CDAA Pty Ltd. The Client accepts that this action may breech the conditions of the CDAA guarantee including all service level and support agreements offered to be determined at CDAA's discretion.

CDAA Pty Ltd does not provide a guarantee or warranty on any pre-existing applications not designed, built and/or hosted by CDAA. This will include errors or faults that may arise within the pre-existing application after CDAA's involvement. The client accepts that all work performed by CDAA under these circumstances cannot be guaranteed, or have a warranty extended due to the nature of the work performed and the environment in which the result of the work resides. As a result of CDAA implementing work on the Clients behalf, the Client accepts full responsibility for the outcome of this work including its potential impact on any existing systems, supporting architecture and infrastructure.

CDAA Pty Ltd does not provide a guarantee or warranty on any errors, unwanted changes and faults that could not have been reasonably foreseen by us prior to and throughout the consultancy. These can include, but are not limited to the introduction of future internet browsers; changes to serach engines that affect the outcome of services; changes to third party tools that affect the outcome of services; changes to accessibility standards; changes to specification; upgrades to hardware and software as part of the provision of web hosting facilities; integration or update of software and technologies and changes to content that may exceed original design parameters.

While every reasonable effort will be made to ensure the management, production and the delivery process of your services runs smoothly and is error free CDAA Pty Ltd does not provide warranty or a guarantee for this purpose while conducting these services and in conjunction with third party suppliers.

Remediation work covered under our guarantee is carried out during normal operating business hours only. Were possible CDAA will attempt to carry out all remediation work covered under our guarantee immediately, however depending on the size and nature of the work required, a turnaround of 1 to 5 business working days should be expected. Where remediation work requires a significant amount of time, CDAA will consult with the client to develop a schedule that is mutually agreeable.

11. Contractors

Depending on the circumstances we reserve the right to use outsource contractors where required to assist in the production and delivery services. CDAA Pty Ltd will be responsible for the management of contractors that are appointed by our company to perform works on behalf of our clients. Clients that do not wish for CDAA to use outsource contractors must advise us in writing prior to accepting these terms and conditions and commencing work with CDAA Pty Ltd.

12. Intellectual property

The client understands that even though they have commissioned CDAA Pty Ltd to design and develop work on their behalf, they are issued with a license only for the use, or implementation of that work for the original purpose intended. There is no additional cost for this other than what is outlined in the contract.

Excluded from license is access to development files, data or code, or third party software and hardware used for the project's development. If a client wishes to reuse this Intellectual Property (excluding resale), or gain access to any, or all development files created to produce the project, additional charges will apply based on a mutually agreeable remuneration, typically 10% of the consultancy value and once full payment has been received.

This license does not permit the resale of work produced as part of a project, nor does it permit for our copyright and any intellectual property to be reproduced, copied or modified without our written permission.

CDAA Pty Ltd reserves the right to use in part or full 'license or royalty free' third party code of software in the development of the project and that the unlimited or royalty free license rights and terms would be extended to include the client.

All content provided by the client to be used to carry out this consultancy will be published at the responsibility of the client. With the acceptance of our services the client indemnifies CDAA Pty Ltd of any legal action taken in regards to the use of any unauthorised content.

13. Project delays

Should a project's progress be delayed or span over a longer duration than specified outside CDAA Pty Ltd's control, CDAA Pty Ltd reserves the right for payment of work 'done to date' unless otherwise stated as part of a contractual agreement. By accepting this proposal the client agrees that it would be acceptable for CDAA Pty Ltd to request payment for any work completed at that time and after a 14 day period without activity, or alternatively with continued development during the consultancy. These time lines are negotiable before project acceptance.

14. Scope deduction or cancellation

Should the Client reduce or fail to complete the original and agreed scope of works commissioned to CDAA without our consent, and within a reasonable timeframe (6 months or less), unless agreed otherwise in writing we reserve the right to compensation for the cost of preparation, implementation and delivery of services provisioned on the Clients behalf to fulfil the full contractual obligations.

15. Independent security audits

Where security is critical, CDAA recommends the use of an Independent Security Auditor to conduct independent security audit assessments periodically on the Clients website and related infrastructure. CDAA will cooperate and work with the security auditor during this audit process; however this work is considered to be out of scope of the service level and support agreements that maybe in place. CDAA reserves the right to charge the Client additional fees for work performed and time used as part of an independent security audit.

16. Software maintenance

Dynamic software dependant websites that do not have up to date software and programed maintenance support with CDAA are considered a high risk. Depending on the level of risk as determined by CDAA we reserve the right to suspend, or terminate further CDAA services, hosting and support, effective immediately and without notice in the event that continuing to provide these services poses an unacceptable risk to CDAA and other clients. The Client accepts that all work performed on their website that has no formal software and programed maintenance support will be performed solely at the Clients risk. CDAA accepts no liability for websites that have no formal software and programed maintenance support as provided by CDAA.

17. Security and system vulnerabilities

During the clients OPTiMUM™ Support Agreement term, CDAA will research and apply what we believe to be the most suitable system patches and upgrades available as provided by their respective third party vendors (i.e. DotNetNuke Corporation, SiteCore etc). These system patches and upgrades applied by CDAA are intended to fix temporarily or permanently, or reduce the severity of system vulnerabilities that have been identified by us. Where patches and updates incur a charge by a third party vendor CDAA reserves the right to pass on this charge to the Client at cost.

Under an OPTiMUM™ Support or Service Level Agreement CDAA does not warrant, or provide guarantees that system updates and patches applied will prevent malicious attacks from occurring or compromising the system of which those updates and/or patches have being applied. Should an unexpected result be experienced through the application of system updates or patches CDAA has implemented we will work with the Client to rectify all issues and respond with an appropriate level of severity (1-4) while the OPTiMUM™ Support Agreement or Service Level Agreement remains valid. Depending on the nature of the work required CDAA reserves the right to charge additional fees for services not covered by the scope of the agreement.

18. Third party services

Except as expressly provided to the contrary all third party services implemented within the Clients website or web application covered by a CDAA service level and support agreement will be the Client's responsibility to make available in the appropriate and required operational state. These services can include, but are not limited to SSL Security Certificates, Domain Names, Third Party Applications and Payment Gateway services that are required to be renewed periodically and may not be within reasonable control of CDAA.

Should CDAA manage these services on the Client's behalf as agreed in writing, the Client must ensure that these services are renewed before their date of expiry and paid in full within the payment terms of CDAA in order to avoid service faults or disruptions. CDAA does not accept liability for service faults, delays or disruptions due to issues related to third party providers.

19. Services disruptions

CDAA Pty Ltd understands the importance of having your website and online services accessible and operating 24/7. Despite our best efforts to ensure your services remains operating and accessible at all times we do not warrant or provide a guarantee that this will be achieved under a service level and support agreement or at any other time.

20. Confidentiality

CDAA Pty Ltd, employees and sub-contractors are open to signing confidentiality agreements if required upon request. These agreements will need to be supplied by the client. While employee agreements and internal process policies have been put in place to protect client confidential information the client accepts that confidential information is provided to CDAA at their own risk. It is the client's obligation to advise CDAA if any confidential information provided is of a highly sensitive nature so to allow us to adequately prepare for this circumstance.

21. Site credits

On completion of a web services consultancy, CDAA Pty Ltd may choose at the commencement and periodically to add to the footer of your website a minor statement (e.g. Website by CDAA) with a hyperlink to its own website(s). While there are benefits to both the Client and CDAA in terms of search engine ranking, Clients that prefer not to have this link should advise their CDAA Pty Ltd representative, prior to approving the consultancy. Periodic maintenance of the CDAA's site credit may be conducted by CDAA without charge to the client, or notice that it has been carried out.

22. After hours support

CDAA does not operate as a 24/7 enterprise and therefore does not extend any guaranteed turnaround response times outside of normal business hours. We do however extend a commitment to Clients that have an OPTiMUM™ Support Agreement to ensure the best possible response is made subject to the availability of staff outside normal business hours (8:30 am to 5:00 pm, Monday to Friday excluding SA public holidays).
Clients on an OPTiMUM™ Support Agreement will be offered 24/7 remediation services which will be charged in addition to the fixed annual fee at the standard after hours support rate. The minimum time chargeable for each after-hours service is three hours unless the service adjoins normal business hours.

Work conducted under warranty or guarantee conditions must be performed during normal business hours only (8.30 am to 5.00 pm, Mon- Fri). All emergency and afterhours support services will be charged at after-hours service rates.

CDAA staff must be afforded appropriate meal breaks and minimum 10 hour break for every 12 hours worked. Wherever practical CDAA will brief and provide rotating shifts of its staff for ongoing support issues. CDAA will endeavour to have staff available for rotating shifts however provides no guarantee of availability.

CDAA staff must be accompanied at all times to ensure their safety and according to our Occupational Health and Safety requirements. If a Client staff are not able to attend, CDAA may be able to provide a second staff member after-hours at the Clients cost to satisfy safety OH&S requirements, subject to availability. CDAA reserves the right to refuse attendance of a lone staff member.

23. Website accessibility & browser compatibility standards

CDAA's commitment is to meet all Level A requirements of the W3C Web Content Accessibility Guidelines 2.0 (WCAG 2.0) for website development projects unless stated otherwise. CDAA also aim to meet as many Level AA and Level AAA requirements of the WCAG 2.0 as possible.

CDAA supports the following browsers, platforms and versions for website development unless stated otherwise. Website development projects may be supported within other browsers, however under normal circumstances no attempt is made to resolve problems with browsers other than those listed below.

• Safari: 3.x and higher* for Windows/Mac
• Internet Explorer: 8.0 and higher* for Windows
• Opera: 9.0 and higher* for Windows/Mac
• Google Chrome: 1.0 and higher* for Windows
• Mozilla Firefox 3 and higher* for Windows/Mac
  
  *Based on browser versions publically released at the time of project completion.

24. Purchase of print management services

Printing utilising the CDAA Print Management service is based on using independent print suppliers to CDAA that have claimed to support various levels of environmental best practice in their own right. Supporting evidence of this practice can be supplied by the print supplier prior to commencing any services upon request. CDAA does not accept any liability, claims or provide any guarantee in this regard and supports its own environmental policy in its commitment to good environmental business practice. CDAA’s environmental policy and commitment can be found on the CDAA website: http://www.cdaa.com.au/Company/Sustainability.aspx

Press checks are required to be pre-booked and approved. While the majority of press checks will be conducted during normal business hours, after hours press checks where required may incur additional chargers. The client will be solely responsible for all errors or emissions once our digital and/or printed proofs supplied have been approved by them. While every effort is made to ensure the production and delivery process of your printing runs smoothly and is error free, CDAA does not provide warranty or a guarantee for this purpose.

Clients that wish to manage their own printing of any artwork we create on their behalf will be solely responsible for all errors, emissions or reproduction issues once digital and/or printed proofs supplied and approved by them.

25. Purchase of resold products and services

CDAA is a registered partner and/or reseller for the following entities:

• Interspire Pty Ltd, providing services resold as Mail:Control
• Freshview Pty Ltd (“Campaign Monitor”), providing services resold as Mail:Control Plus

As a reseller and/or partner of the above named entities we offer clients the opportunity to purchase products and services provided by said entities including those provided under CDAA’s own brands. All Clients that purchase and accept these products and services are bound by the terms and conditions outlined by these entities.

The Client is required to read and accept the related terms and conditions of use before ordering, renewing and using the associated CDAA product or service. By ordering or renewing a CDAA product or services the Client agrees to the associated terms and conditions of use of the named entity. A copy of these terms can be found at the following locations:

• Mail:Control: https://www.interspire.com/licensing.php
• Mail:Control Plus: http://www.campaignmonitor.com/terms/

CDAA does not accept liability, or provide warranty or a guarantee of hosting, maintenance, software and all other related products and services that it resells to Clients. All applicable liability, warranty or guarantee lies directly with the listed entities, their suppliers and their subsidiaries as outlined in their associated terms and conditions. CDAA reserves the right to provide, and reasonably charge for support services to the Client in addition to any maintenance and support which these entities contractually provides as part of their product and service offering.

26. Purchase of 'resold' WebCentral hosting products and services

CDAA is a nationally registered 'Gold' partner and reseller for WebCentral Pty Ltd, a subsidiary of Melbourne IT. As a reseller and partner of WebCentral Hosting services we offer clients the opportunity to purchase WebCentral and Melbourne IT products and services such as shared and dedicated hosting solutions and domain name registration and management. All Clients that purchase and accept these products and services are bound by WebCentral's Standard Terms and Conditions.

The Client is required to read and accept WebCentral's Standard Terms and Conditions before ordering, renewing and using these services. By accepting these services (including renewals of services) the Client agrees to WebCentral's Standard Terms and Conditions. A copy of these terms can be found at: http://www.webcentral.com.au/standardtandc.php.

CDAA does not accept liability, or provide warranty or a guarantee of hosting, domain name and all other related services that it's resells to Clients other than those that CDAA host directly (See Purchase of CDAA shared hosting services). All applicable liability, warranty or guarantee lies directly with WebCentral, its suppliers and its subsidiaries as outlined in their Standard Terms and Conditions. CDAA reserves the right to provide hosting support services to the Client in addition to the support which WebCentral contractually provides as part of its product and service offering.

27. Purchase of CDAA shared hosting services

CDAA also provides shared hosting services which are not a resold offering to the general public. They are instead specifically tailored to support solutions designed and built by CDAA to ensure the best possible performance.

CDAA shared hosting services resides within a fully virtualised hosting environment managed by WebCentral Pty Ltd, a subsidiary of Melbourne IT. Clients that purchase and accept these services are bound by CDAA's Standard Web Hosting Terms and Conditions. The Client is required to read and accept CDAA's Standard Web Hosting Terms and Conditions before ordering, renewing and using these services. By accepting these services (including renewals of services) the Client agrees to CDAA's Standard Web Hosting Terms and Conditions. A copy of these terms can be found in this document and at: http://www.cdaa.com.au/terms

 

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Standard Web Hosting Terms and Conditions

CDAA Pty Ltd (ABN 74 869 087 195)

These are the standard terms and conditions of supply of the CDAA web hosting and other related products and services offered from time to time on the CDAA web site at www.cdaa.com.au  ("the Service"). These terms apply to you as a user of the Service ("Client" or "you"). Please read these terms and conditions carefully.

1. Terms and amendment procedure

1.1 These are the terms upon which we agree to provide the Service to the Client. In addition to these terms, you must also comply with:

• Any specific Product Terms for products or services you acquire;
• CDAA’s Pty Ltd Standard Terms of Service

1.2 The agreement made between us on these terms commences on the date when your order for Services was accepted by CDAA and will continue until terminated in accordance with these terms.

1.3 If you have chosen a fixed contract period (a contract period other than a month to month contract) for your Service, your account will be automatically rolled over for a further fixed contract period at the end of the term. You must give us 30 days written notice before the end of the term if you wish to cancel or alter your Service.

1.4 You must ensure that your contact details with us are current at all times. We will use those contact details to notify you of anything which affects the Services and do not take any responsibility for any loss, damages or expenses you incur if we have been unable to contact you because you have not kept your contact details up-to-date.

1.5 We may vary these terms, the price we charge for any Service (excluding Services supplied under a fixed contract period), or the terms of the operation of the Service, at any time by notice via email or in writing. The changes will become effective upon publication of the notice. Where we vary the prices for Services, we will give at least 14 days notice of the change by the same means, and the new prices will apply at the end of that period. If you use the Service after that publication, your use will constitute an acceptance of the amended terms.

1.6 These terms constitute the agreement in its entirety and supersede prior agreements.

1.7 We may from time to time run promotions and make special offers of limited time duration ("Promotions"). All Promotions are offered subject to their terms and may be withdrawn or altered at CDAA's discretion. The terms of a promotion will override these terms to the extent of any inconsistency.

2. Service

2.1 We must perform scheduled maintenance to servers from time to time. We will attempt to perform all scheduled maintenance at times which will affect the fewest clients. If scheduled maintenance requires the service to be offline for more than 1 hour we will attempt to advise affected customers via email of the scheduled maintenance at least 24 hours in advance of the maintenance.

2.2 We may need to perform unscheduled maintenance. If unscheduled maintenance requires the Service to be offline for more than 1 hour, we will we will attempt to advise affected Clients via email after the maintenance has been completed.

2.3 We will archive your data onto backup mechanisms on a regular basis for the purposes of disaster recovery. In the event of equipment failure or data corruption, we will restore from the last known good archive. In the event of corruption of all of our archives, or in the event that an old archive is used to restore data, you should be prepared to upload your data to your website. You must maintain a recent copy of your data at your premises at all times which we will provide to you upon each request and at a minimum cost of $180 excluding GST per hour. We will not be liable for incomplete, out-of-date, corrupt or otherwise deficient Client data recovered from our backups.

2.4 You agree to CDAA's use of spam and virus filters as provided by our hosting partner which may require us to use third party equipment or services to monitor and filter email traffic between our equipment and the Internet. You agree that we will not be liable for any loss or damage resulting from the use of spam or virus filters.

2.5 The Service is provided by CDAA as a registered Gold Partner for WebCentral Pty Ltd, subsidiary of Melbourne IT using its data centres in Australia. CDAA will determine in its absolute discretion from time to time the data centre location from which your Service is provided. CDAA reserves the right to migrate your website to a new operating system platform if our operating system supplier ceases to provide support for the legacy operating system, or if the server from which the service is provided fails or, in CDAA's opinion becomes unreliable or vulnerable. CDAA does not take any responsibility for website failure if you have not checked the operation of your website post-migration and notified us of any required changes to the website configuration. Should changes be necessary CDAA will assist the Client to carry out any work required and charge for this service on a time and materials basis.

2.6 In contracting with CDAA for Services, the Client obtains no rights to the hardware and other infrastructure and facilities used by CDAA or its hosting suppliers or partners to deliver the Service.

2.7 If your website's data transfer exceeds the allocated amount per month, an additional fee of $0.10 per extra MB per month is charged.

2.8 The server space that is included with this plan is calculated by adding the monthly average of your website storage and the monthly average of storage of all your mailboxes under this account.

2.9 Once your server space exceeds the allocated limit, an additional fee of $0.10 per extra MB per month is charged.

2.10 POP mailboxes are provided at no additional cost as part of your hosting plan and are not subject to any service levels.

3. Payment

3.1 You must pay for the Service as notified to you by CDAA in accordance with CDAA's published prices for Services from time to time. If you elect to pay your fees on a yearly basis, and fail to make payment within 30 days of invoice, you will not be entitled to receive the yearly fee discount where applicable.

3.2 You must pay all Service charges, traffic and/or storage charges and other amounts incurred by you or any designated users or incurred as a result of any use of your password (whether authorised or not) in accordance with the billing option selected and in advance. Where a billing option does not specify otherwise, all Service charges are payable within 14 days of the date of invoice.

3.3 Prices published on our website and in documentation provided to you are exclusive of any government taxes or charges unless otherwise noted, and exclusive of any registration or delegation charges imposed by domain name authorities.

3.4 In addition you must provide and pay for:

• the installation and use of telephone lines and all other equipment needed to access the Service; and
• all government taxes, duties and levies (if any) imposed on either you or us in respect of the Services or any other service or goods supplied.

3.5 You must pay all amounts billed in accordance with your billing option.

4. Customer warranties and indemnities

4.1 You warrant that:

• if you are not the Client, you have the power and authority to enter into this agreement on behalf of the Client and will indemnify CDAA for any breach of this agreement by the Client; at the time of entering into this agreement you are not relying on any representation made by us which has not been stated expressly in this agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced;
• you will conduct such tests and computer virus scanning as may be necessary to ensure that data uploaded by you onto or downloaded by you from the Server does not contain any computer virus and will not in any way, corrupt the data or systems of any person; you will keep secure any passwords used with the Service; and,
• you hold and will continue to hold the copyright in the Client Data or that you are licensed and will continue to be licensed to use the Client Data.

4.2 You are solely responsible for dealing with persons who access the Client Data, and must not refer complaints or inquiries in relation to such data to us.

4.3 You indemnify us against all costs, expenses, loss or liability that we may suffer (directly or indirectly) resulting from:

• your breach of these terms;
• your use or misuse of the Service;
• the use or misuse of the Service by any person using your account; and,
• publication of defamatory, offensive or otherwise unlawful material on any web site forming part of your service.

4.4 If your use of our Services involves storage, processing or transmission of or access to any credit cardholder data, you warrant that the tools, programmes, processes and technologies you use to do so comply with the Payment Card Industry Data Security Standard ("PCI Standard") which is available at https://www.pcisecuritystandards.org. If you breach this warranty, CDAA may terminate this agreement immediately upon written notice to you (which may be delivered by email to the person identified as your authorised contact, or by logged job), and without prejudice to any other rights it may have under this agreement or at law.

4.5 You accept that your data and assets supported by our hosting services reside in a shared (others Clients websites & data residing on the same server) environment and is exposed to a potential risk of being adversely affected by others sharing this environment. By using CDAA shared hosting services you indemnify us against all costs, expenses, loss or liability that you may suffer (directly or indirectly) resulting from your information being affected by software or changes made to another Clients website or data.

5. Domain names

5.1 If you have requested that CDAA register, renew or redelegate a .com, .net, .org, .biz, or .info domain name (TLDs or Top Level Domains) on your behalf, you agree that you have read and accept the TLD Policy applicable to .com, .net, .org, .biz and .info domain names issued by our registrars WebCentral Pty Ltd,  MelbourneIT Ltd and NetSol.

5.2 You agree that in the event of a dispute about a TLD, you will submit to and are bound by the Uniform Domain Name Dispute Resolution Policy (UDNDRP) and the Rules for UDNDRP.

5.3 If you have requested that CDAA register, renew or redelegate a .com.au, .id.au, .net.au or .org.au domain name (2LDs or Second Level Domains) on your behalf, you agree that you have read and accept the published policies applicable to 2LDs issued by the registrar, MelbourneIT.

5.4 You agree that in the event of a dispute in registering a 2LD or about a 2LD after registration, you will submit to and are bound by the .au Dispute Resolution Policy (auDRP) and any variations to it from time to time bind CDAA.

5.5 In registering, renewing or redelegating a domain on your behalf, CDAA is acting as a reseller of the registrars, WebCentral Pty Ltd, MelbourneIT and NetSol.

5.6 You agree that by maintaining the registration of a domain name after changes or modifications to the applicable policies become effective, you are confirming your continued acceptance of these changes and modifications.

5.7 CDAA makes no representation and gives no warranty about your chosen domain name being available for registration, renewal, redelegation or use by you.

5.8 In respect of 2LDs, you acknowledge that CDAA is not able to renew your domain name and is not liable for any loss or damage resulting from non-renewal of your domain name if you do not provide any warranty required and confirm to us that the domain name should be renewed.

5.9 CDAA may NOT renew your domain name where you have unpaid invoices or if you are in breach of any terms of your use of CDAA's services.

5.10 You expressly authorise and direct CDAA, if CDAA is able to do so, to: (a) be nominated as authorised billing contact for your domain name with the domain name registrar; and (b) subject to receipt of your confirmation in respect of 2LDs, renew your domain name registration upon receipt of renewal notification from the domain name registrar and invoice you for the relevant charge in accordance with CDAA's list price from time to time.

5.11 If you close your account with CDAA but do not remove CDAA as the reseller of your domain name with the domain name registrar, you agree that we may contact you after account closure to remind you of domain name renewals and to provide marketing material in respect of our services.

5.12 You indemnify CDAA against all claims arising out of your registration and use and renewal of registration of your chosen domain name, unless and to the extent that the claim arises out of CDAA's breach of this contract, or its negligent act or omission.

6. Miscellaneous

6.1 The Client grants to CDAA a license to use and reproduce all Client Data in order to fulfil its obligations under this agreement. In this agreement "Client Data" means all information, data, text, logos, images, audio, movie clips and/or content in any form that forms part of the Client's websites or emails.

6.2 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.

6.3 The law in force in South Australia governs this agreement and the transactions contemplated by this agreement.

6.4 You may not resell Services or assign your rights and obligations under this agreement without our prior written consent.

 

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Standard Web Hosting Service Level Agreement

Item 1 – Application

(a) The Service Levels are provided in respect of CDAA's Dedicated Servers used in the provision of the Services (as opposed to individual sites on servers) which are located in WebCentral's Brisbane data centre or any other data centre used by WebCentral to provide the Services.
(b) CDAA's performance with regard to the Service Levels will be measured according to monthly averages, generated for each full calendar month the Services are provided to the Client.
(c) Service Levels apply only to the functions and responsibilities of CDAA expressly identified in Item 2.
(d) The remedies set out in the Service Level Rebate section of each Service Level are the sole remedies available to Client for breach of Service Levels.

Item 2 – Service levels

Network availability

A. Service level

(a) CDAA guarantees that Network Availability will be at least 99%.
(b) CDAA defines Network Availability as the total percentage of time during which network paths between the core routers and the internet are available for unhindered traffic flow. CDAA does not include specific services such as Email or Web in this definition; such services may potentially be affected by a single server's downtime, which is not representative of the network as a whole. The calculation of network availability excludes downtime resulting from scheduled maintenance performed during WebCentral scheduled maintenance window (1:00am - 6:00am AEST).
(c) Network Availability is monitored via an ICMP ECHO response (ping) test conducted between a test server on the WebCentral network and one or more of the WebCentral core routers.

B. Service level rebate

Remedy for performance below 99% Network Availability is via a percentage rebate off the monthly hosting fees, as set out below.

 

Network Availability	Percentage rebate off monthly hosting fee
98.9% to 97.9%	5%
97.8% to 96.9%	10%
96.8% to 95.9%	15%
Less than 95.9%	20%

Server availability

A. Service level

(a) CDAA guarantees that Server Availability will be at least 99%.
(b) CDAA defines Server Availability as the total percentage of time the Server Availability Monitoring returns an appropriate response for the Client's Server.
(c) Clients's Server is defined as the CDAA dedicated server(s) covered by the web hosting agreement.
(d) Server Availability Monitoring is via an ICMP ECHO response (ping) test conducted between a test server on the WebCentral network and the Client's Server.

B. Service level rebate

Remedy for performance below 98.5% Server Availability is via a percentage rebate off the monthly hosting fees, as set out below.

Server Availability	Percentage rebate off monthly hosting Fee
98.9% to 97.9%	5%
97.8% to 96.9%	10%
96.8% to 95.9%	15%
Less than 95.9%	20%

Server backup

(a) CDAA guarantees that it will:

(i) Ensure daily backups of the Customer's data every evening;
(ii) Keep daily tapes for 1 week in storage onsite at WebCentral's Data Centre;
(iii) Keep weekly tapes for 4 weeks – 6 weeks in storage onsite at WebCentral's Data Centre and the remaining time offsite;

(b) No Service Level Rebate will apply for breach of this Service Level.

Item 3 - Service level rebate conditions

(a) If, in any calendar month, a CDAA Service is unavailable such that CDAA fails to meet the Service Levels, then upon written application by Client to be given within 14 days after the end of the month in which the relevant Service was Unavailable ("Claim Period"), CDAA will refund to Client a percentage rebate of the Hosting Fees for the relevant Service in that month. Rebates are available only in respect of Services set out against the relevant Service Levels in Item 2 ("Service Level Rebate"). CDAA will not be liable for payment of Service Level Rebates for claims received after expiry of the Claim Period. For the purposes of calculating the Service Level Rebates for a given Calendar month the percentage rebate referred to in the Table indicated shall be applied to the amount of Hosting Fees paid in respect of the affected Service for that month.
(b) The Service Level Rebate in any month will not exceed in aggregate 25% of the total Service Fees otherwise due for the affected Services in the relevant month.
(c) CDAA must deduct the Service Level Rebates from the next invoice following the end of the month in which the Service Level Rebate request is received and approved by CDAA, or from other amounts due to CDAA.
(d) Clients in default in payment of Service Fees at the time of a particular service outage will not be entitled to claim Service Level Rebates for that service outage.