Web & Software Development

The terms and conditions in this policy document govern the provision of services in the development of software or internet enabled applications and is an extension to the Golive Monitoring Terms and Conditions of Trade

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Introduction

The supply of Internet Application & Software Development services by Embedded Solutions Pty Limited T/A Golive Monitoring (“we” or “us” or “our”) to all its customers (“you”) is offered only and exclusively on the Golive Monitoring Terms and Conditions of Trade and the following additional terms and conditions where by if any of the following terms and conditions conflict with our standard Terms and Conditions of Trade agreement the following terms and conditions of trade will supersede those in the Terms and Conditions of Trade policy document. By requesting, ordering or otherwise permitting us to perform development services for you, you hereby accept irrevocably and unconditionally our offer without derogation or qualification.

1. Quotations and Estimates

   All quotations and estimates provided by Golive Monitoring for software development are valid for a period of 30 days from date of issue. Quotations not accepted within this timeframe must be re‐issued. All quotations are required to be accepted using the supplied Quotation Acceptance Form and returned to Golive Monitoring within the 30 day period from date of issuance. Estimates may be provided by Golive Monitoring to offer the client a guide on the projected costing of a project prior to any discovery or research for said project. All estimates will be clearly marked as such and are not an indication of the exact final cost to develop the application.All estimates will need to be formalised to a quotation or invoice before acceptance by either party as the final cost of the application.

2. Payment Terms

   All quotations provided by Golive Monitoring, require a 25% deposit upon acceptance, unless otherwise stated in writing.Unless prior arrangement has been made, payments are strictly net 14 days from the date of invoice.Any cost arising from payment clearings or transaction charges are solely the responsibility of the client and will be charged as such.Golive Monitoring will only commence work on the quoted application once any deposited funds have cleared.

3. Residency Requirements

   Minimum requirements for where the completed application will reside, will be provided on all Golive Monitoring quotations.The quoted cost on an Golive Monitoring quotation is only valid if the minimum residency requirements are met or exceeded for said quotation.Golive Monitoring can provide, as an additional service, a package that will meet the stated requirements. The package offered will provide the most streamlined and cost‐effective installation of the quoted application.If an Golive Monitoring package is not used to host the completed application, Golive Monitoring will not be liable for any additional time or resources, above and beyond that already included in the quotation, required to get the completed application installed where the client has asked it to reside.Golive Monitoring will bill any additional time and or resources, above and beyond that already included in the quotation, required to get the completed application installed on the clients host at $120 exclusive of any Taxes per hour.

4. Intellectual Property

   Unless specified all quotations provided by Golive Monitoring, do not include any source code license.All source code and associated intellectual property relating to said source code, developed by Golive Monitoring, solely remains the property of Golive Monitoring, except where specific code license has been issued to the client and said issuance has been indicated in writing from Golive Monitoring. Any alteration, reverse engineering, or manipulation of any kind on the code, compiled or otherwise, created by Golive Monitoring for the quoted application may be a breach of trademark and copyright laws. If said breach is confirmed, penalties will apply under the relevant acts.Any costs incurred by Golive Monitoring for third party code license required to complete the quoted application are the responsibility of the client and will be solely borne by the client. Any such third party code license will be attached to the existing Golive Monitoring code license for the quoted application.

5. Cancellations

   Should the client wish to cancel acceptance of the quotation, Golive Monitoring will invoice the client for any work completed to date, as a percentage of the total work involved.The client must advise Golive Monitoring in writing of the request not to proceed with work.

6. Content

   Clients are required to ensure that the content of the application being quoted adheres to all the current Australian legislation regarding publication.The client shall further indemnify Golive Monitoring in respect of any claims, costs and expenses that may arise from any material included within the quoted application by Golive Monitoring at the client’s request.Golive Monitoring reserves the right not to include any material supplied by the client within the quoted application if Golive Monitoring deems said material inappropriate or offensive.Golive Monitoring will not populate the application with the final content unless said content is delivered to Golive Monitoring in digital format prior to commencement of work. Said content, if available, will be used for testing purposes and may not be formatted how the client requires it. If content is not available mock placeholder content will be used.

7. Permissions and Copyrights

   The client will obtain all necessary permissions and authorities with respect to the use of all copy, graphics, logos, names and trademarks and any other material supplied by the client to Golive Monitoring.Supply of said material by the client to Golive Monitoring shall be regarded as a guarantee from the client that all such permissions and authorities have been sought and obtained for said material.No responsibility will be accepted by Golive Monitoring for damages or losses incurred by the client from the use of material for which permission or authority has not been obtained.

8. Errors and Liabilities

   Golive Monitoring will pursue due care to ensure applications create by Golive Monitoring are free of errors.Golive Monitoring will correct any errors made by Golive Monitoring staff in the undertaking of the quoted application before the application has been signed off as completed. Golive Monitoring does not accept responsibility for losses or damage arising from errors within any application. Golive Monitoring does not accept responsibility for errors, damages, losses or additional costs that relate to third party products that Golive Monitoring may require completing the quoted application.

9. Alterations

   Any alterations requested by the client after development has begun will incur extra development and regression testing time. Dependent upon the alteration or change requested an average of 1 day extra development time per alteration should be allowed for. The 1 day average may not be indicative of the time required and can be extended commensurate of the time involved to implement said changes.Golive Monitoring will not accept responsibility for any alterations performed by the client or any third party which may cause or induce errors within the quoted application.If Golive Monitoring are required to correct said alterations or errors resulting from said alterations, induced, injected or otherwise caused by parties other than Golive Monitoring, the client will be charged at the hourly rate that is current for Golive Monitoring at the time said errors are to be fixed.

10. Completion of Work

    All timeframes offered by Golive Monitoring to the client are estimates. The intrinsic nature of software development and its intricacies do not offer Golive Monitoring the luxury of defining definite timeframes.Golive Monitoring will endeavour to complete all work within the estimated timeframes discussed with the client in the quotation. However, Golive Monitoring will not be liable for any penalties, monies or hardships otherwise incurred by the client if the application cannot be delivered within the estimated timeframe.Golive Monitoring will not release the quoted application unless all payments have been met under the obligations of the quotation or work agreement.If Golive Monitoring does not have control over the residence (see Residency Requirements) where the finished work will reside then full payment must be made prior to said work being released by Golive Monitoring.The quoted application remains the property of Golive Monitoring Software until all obligations have been met for release of said application to the client.If Golive Monitoring is working as a third party to another company, said company is responsible in meeting the obligations for release of the quote application to their client.The final product delivered will be referenced back to the original project scope documentation in any case where the client feels the final product does not meet their requested requirements, this document will act as the guide to confirm that the original requests have been met.Within the scope of these Terms and Conditions and any documents accompanying these Terms and Conditions;Application and quoted application refers to the product that is being quoted or referenced to within the quotation, estimate or invoice.Client refers to the person or body that is referenced within the quotation, estimate or invoice as being the requestor of said document or a representative of the requestor acting on their behalf.Third party product refers to any code, product, library or reference that is not solely created by Golive Monitoring or representatives of Golive Monitoring.Code and source code refers to any programmatic files that Golive Monitoring need, create, use or require during the course of developing the quoted application.Residency is the term used for where the developed application will reside once completed, this could be, but not limited to; a web server, in‐house server, external server, or client desktop computer.