Introduction

The term “we”, “our” and “us” refers to Sherpa Digital and its employees.  The term “you” and “your” refers to you, the person accepting these Terms of Service.  These Terms of Service are subject to change at any time and your continued use of our services following such changes will constitute your acceptance of those changes.

When you purchase a product from us or provide us with your personal details, you are agreeing to the Terms of Service outlined on this page. Please read this page carefully as it will form a legally binding contract between us and you. If you have any questions about the Terms of Service, please contact us prior to purchasing a product of providing us with your personal information.

If you are dealing with us on behalf of a Company, Organisation or Trust, then you agree that you have the power and ability to enter into this contract on their behalf, where all owners of that Company, Organisation or Trust are jointly and severally liable. If a third party is nominated as the recipient of our services, or where a third party is addressed on the invoice, then you, the Client, will still remain liable. This liability cannot be transferred by you.

Sherpa Digital Fees

In order to gain an insight into your business and website requirements, Sherpa Digital will provide an initial consultation to determine the scope and initiate the requirements gathering for your project for free.  This is a great opportunity to talk to us about what’s possible, and we will guide you through best practice website design and integrations to suit you. One free consultation is available per client, not per project.

After the initial consultation, we charge for all services based on time spent, in 15 minute increments. This includes time spent on web design, meetings, revisions and support via phone or email, and developing or researching methods and tools directly related to your project or website.  These charges are generally factored in to the quote provided.
Items which will never be considered billable time include:

  • Administration and account enquiries
  • Any time spent by our Developers up-skilling to keep up to date with current WordPress technology or trends.

In providing an exceptional level of transparency and client service, we will always:

  • Provide you with a project Time Estimate based on your initial brief – this will include all design and development work, pages and inclusions as discussed during the brief
  • Use a time tracking tool to ensure the most accurate and efficient service to you
  • Advise you if we expect to exceed the estimated time
  • Provide honest advice on how best to get the most out of your website if you have a limited budget.

Revisions

We include allowances for two Website Revisions into our project Time Estimates.

Payments, Pricing and Billing by Time Spent

All services carried out by us will be billed at AUD $100 per hour. You will be billed for our time spent on any billable tasks prior to the acceptance of these Terms of Service, except for the initial consultation we provide for new project websites.

Expenses

Any products, services or licenses purchased by us to further develop your website will be on-charged to you, inclusive of GST and international exchange rates where applicable. These products or services may include, but is not limited to, stock images, WordPress plugins/themes as required by your brief.

Premium Theme & Plugin Licenses

We may use our own licensed Themes and Plugins to develop your website. We do not transfer these licenses. If you would like to get the continued benefits of a software license – you will need to purchase one for yourself.

Invoicing

We will issue you with an itemised invoice for the work carried out by us. It is at our discretion the dates that Invoices are issued for billable time, even if the services for your project or request are not yet complete. You agree that payment will be made within seven (7) days of an invoice date. We accept direct deposit via bank account. Credit card payments attract a 2% surcharge which is added to your next invoice. If your account is overdue, we can deny further services provided by us. Your Invoice will show daily costs with a very brief summary of tasks performed. For a more detailed description of daily services rendered, we recommend you keep your own records of the time spent and topics covered when talking to a Sherpa Digital representative.

In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs or expenses which we incur in recovering or attempting recovery of moneys owed to us.

Delivery Dates

To give your project the attention it needs, we will work with you to determine a Start and End date for your project. We are often booked out weeks in advance for large projects, so the earlier we can get sign off on your project details the better! We do allow for smaller tasks and projects during this time, so let us know what your requirements are, and we may be able to work it in.

Rights to the Website Content

With the exception of our intellectual property, and Background Technology, you own all content or information (including, without limitation, any text, music, sound, photos, video, graphics, data, or software). Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by Sherpa Digital remain the copyright of Sherpa Digital and may only be commercially reproduced or resold with our permission.

The website, graphics and any programming code remain the property of Sherpa Digital until all outstanding accounts are paid in full.

Credit for Work

You hereby grant to us the right and license to refer to your business name/logo and use screenshots of your website solely for the purpose of promoting Sherpa Digital.

Website Design

You agree to provide us with all required website text copy. We are not responsible for writing or inputting any text copy unless this has been specifically requested. Any licensed media or technology required for your website will be provided by you. Any images provided by you must be royalty free, or have the necessary permissions to use those images.

Intellectual Property

We retain the right to be recognised for the artwork, custom code or innovations created by us. We shall be free to reproduce and create derivative works from any design element from your website created by us. We shall be free to use any concepts or techniques acquired during the development of your website.

Website Functionality

We shall make every effort to ensure that your website is designed to work with the Chrome Internet Browser current release, and you agree that we cannot guarantee correct functionality with other Internet browser software. You agree that any updated software versions of Internet browsers hereafter may affect the functionality and display of your website, We are not obligated to maintain compatibility with these browsers.  We cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

Search Engine Rankings

A specific position in search engine results is not guaranteed. We will make every attempt to obtain a Page One Google Search Rank, but are not liable for circumstances beyond our control, such as change in policies of the Google search engine, spontaneous drops or other anomalies out of our control. We will not use any methods that contravenes official Google best practices or guidelines.

Dispute Resolution

You agree that if any dispute should arise with us, attempts in good faith will be made to resolve the matter fairly before resorting to legal proceedings. In doing so, you agree to use your best endeavours to (i) Clearly communicate in writing the facts leading to or causing the dispute before the due date of the invoice (ii) Set out clearly what action is required to settle the dispute and (iii) Explain why that way of resolving the dispute can be said to be a fair resolution. In the event that an invoice is overdue, and no communication has been entered into, we will begin our debt collection process, which may result in registering a default against the debtor.

Limitation of Liability

We will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. We will not be liable or become involved in any disputes between the site owner and their clients. We will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents. We will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

You acknowledge that this limitation of liability is an essential element of this agreement, and absent such a limitation, we would not enter into this agreement.

The following Terms of Service only apply to clients on a Sherpa Digital WordPress Care Package:

Overview of key Sherpa Digital WordPress Care Package terms in this agreement

This is not a long term contract. You are not locked into a minimum term (refer to the “Termination & Ownership Transfer” section below)
Each Care Package supports one website and domain, including any discounted support.
We will require a level of personal information so that we may perform our core functions as a service to you.

Care Package Support Discount

Some Care Packages come with a discount on all WordPress Support and Development performed during the Maintenance Month. The total discount does not exceed the cost of the Care Package.  This does not include any Graphics Design work, including development and purchase of images, nor does it include any SEO activities.

Service Description and Authorisation

The Sherpa Digital Care Packages are designed exclusively for WordPress websites. The inclusions for each Care Package can be viewed on our website, and are only available for the website nominated during the account creation. By choosing and purchasing a Care Package, you are engaging us as an independent contractor to perform tasks and other support services. In order to fulfil maintenance tasks, we will require authorisation and access to your WordPress database, files and hosting account.

Maintenance Task SLA

Scheduled Backups. Daily and Monthly backups are stored on a secure Cloud Storage. Backups are scheduled and not on demand.

Theme Updates. We only update Themes that include Auto-Update functionality (Generally Themes available in the WordPress.org Repository). We will advise you if a Theme Update is required. If you wish to have this Theme updated – you must provide us with the Theme Package for upload.
Please Note: Theme Updates are performed as an Ad-Hoc Support Request.

Uptime and Security Monitoring. For Care Plans with this feature, our representatives receive downtime and security breach notifications. If any issues arise due to the update process or we have a notification of downtime, then we will pro-actively fix these issues up to one hour of support time at no extra cost to you. If any issues persist, we will roll-back updates and contact you for instruction.

Optimisation refers to the removal of saved revisions, spam comments, and database table overhead.

Fees and Charges

Your Care Package will be invoiced on a monthly basis with your anniversary date on the day of the month your services commenced. You agree that payment will be made within seven (7) days of an invoice date, unless explicitly stated on the invoice itself.  You will receive a notification that the payment is due on the 7th day if the invoice remains unpaid, and a further two reminders on the 14th day and the 28th day of the invoice being overdue.  If the invoice reaches 28 days overdue and remains unpaid, Sherpa Digital may choose to suspend your services until outstanding payments are completed.  We accept direct deposit via bank account and credit cards. Credit card payments attract a 2% surcharge which is added to your next invoice. Surcharge is waived when you sign up for direct debit payments.

Termination & Ownership Transfer

Either party may terminate this Agreement by the provision of 30 days’ written notice to the other Party, where the final monthly fees may be pro-rated. The Care Package may be transferred to another website without the 30 day notice, on the provision that the request is made in writing and the new website Care Package is in effect as of the next available billing cycle.

Last Updated: 14th July 2016

 

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