Terms & Conditions

TERMS OF AGREEMENT

1. Definition of Terms
TWO IN A ROOM STUDIOS: TWO IN A ROOM STUDIOS Web Design, located at 2/56 Anderson Street, Chatswood 2067, Sydney, NSW Australia.
CLIENT: Company or Person(s) purchasing Two in a Room Studios services.
ISP: Two in a Room Studios is a reseller of “Net Logistics” web server space.
CONTRACT: This agreement and any attachment(s) as listed below.
HOURLY RATE: Rate charged per hour as specified in your contract or current hourly rate charged.
HOSTING PERIOD: As specified in your contract or the current hosting package offered.
ATTACHMENT(s): “Payment Schedule” and “Website Planner”  if provided.

2. Authorisation
The above named CLIENT is engaging TWO IN A ROOM STUDIOS, as an independent contractor for the specific project of developing and/or improving a website and email services to be installed on the ISP’s web space located on an ISP’s computer. The CLIENT hereby authorizes TWO IN A ROOM STUDIOS to access this ISP account, and authorizes the ISP to provide TWO IN A ROOM STUDIOS with any necessary "write permission" for the CLIENT’s web page directory, email server, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The CLIENT also authorizes TWO IN A ROOM STUDIOS to register/transfer Domain Names for the project on the CLIENTS behalf and to submit the completed website to Web search engines, as well as other Web directories and indexes.

3. Warranties
TWO IN A ROOM STUDIOS represents and warrants to the CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and local laws. However, CLIENT will not determine or exercise control as to any procedures or formats necessary to have these services meet CLIENT’s satisfaction. TWO IN A ROOM STUDIOS reserves the right to utilise in whole, or part, any commercial, open source, freeware, templates, presets or code libraries, online services and such materials as is deemed necessary to the successful completion of the project.
The CLIENT represents and warrants to TWO IN A ROOM STUDIOS that it will provide CLIENT Materials as required in a professional, competent and timely manner (SEE CLAUSE 9. COMPLETION DATE); that it has the power to enter into this Agreement on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and local laws.

4. Standard Website Products and Website Hosting Services
The standard scope of website design as defined through TWO IN A ROOM STUDIOS is as follows:
i. Free Initial email/phone consultation/meeting to a maximum of 1 hour.
ii. Up to 2 hours total free general Internet orientation, education, marketing strategy, Web design consultation & design brief. Telephone long distance charges are in addition to rates quoted. Additional education and consultation is at the HOURLY RATE.
iii. Up to six web pages, for example, - Homepage - About us - Portfolio/Services - Products (General overview) - Contact Us form/Map & directions - Site Map
iv. Extra pages, content and functionality, such as but not limited to, Sub Sections/Menus, Detailed product/portfolio pages, video, additional forms, Flash media, Download/Upload services, Forums, Online Store/Shopping Cart, Payment Services et cetera are charged at an extra HOURLY RATE and quoted in advance - unless specified in the site structure section of the “Two in a Room Studios Website Planner” ATTACHMENT.
v. Text. Final text shall be supplied by the CLIENT (200 words per page approximate maximum if not supplied electronically. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.)
vi. Links. Up to an average of 5 external links per page, and an e-mail response link on each web page to any e-mail address the CLIENT designates.
vii. CLIENT logo must be supplied as an electronic file. Printed samples may be used, but if unsatisfactory may incur additional charge to make suitable for electronic publishing at the HOURLY RATE. Logo design is not included unless specified in your “Two in a Room Studios Website Planner” ATTACHMENT. 5 stock photos or graphics per website is included. An extra charge will apply for scanning services, photography, and graphic design and modification.
viii. Installation of Web pages on the ISP host computer, this does not apply to third party hosting arrangements.
ix. During Stage 2 “The Design Stage” the CLIENT will be presented with a design mockup that TWO IN A ROOM STUDIOS believes best fulfils the requirements of the project. A maximum of 3 revisions to the initial design mockup will be included to achieve the desired look and feel for the website. Once the design mockup stage has been approved by the CLIENT any further revisions will be billed at the normal HOURLY RATE.
x. Initial optimisation and submission to the top 10 free search engines as determined by TWO IN A ROOM STUDIOS. At no time does TWO IN A ROOM STUDIOS promise or imply that we guarantee CLIENT’s website a certain rating in the search engines.

The standard website hosting as defined through TWO IN A ROOM STUDIOS is as follows:

i. The CLIENT must use the Hosting offered by TWO IN A ROOM STUDIOS unless TWO IN A ROOM STUDIOS agrees to do otherwise. This ensures TWO IN A ROOM STUDIOS can provide all technologies required and has complete and total control and access to the websites hosting.
ii. TWO IN A ROOM STUDIOS resells ISP Web Server Space. This server computer will send and receive information as related to the World Wide Web.
iii. Domain name search and advice. If a domain name is needed for the website, TWO IN A ROOM STUDIOS will suggest appropriate names and do a search to ascertain the availability of those names. The determination of a domain name’s availability through any domain name registration service, does not guarantee it will be still available at the time of registration.
iv. Domain name registration or transfer. If needed, TWO IN A ROOM STUDIOS will complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although TWO IN A ROOM STUDIOS will submit forms to register a requested domain name in a timely fashion, TWO IN A ROOM STUDIOS does not guarantee the availability of any domain name at any time.
v. The sending of spam, or Unsolicited Bulk Email (UBE) is not permitted on accounts hosted by TWO IN A ROOM STUDIOS.
vi. Website hosting runs from the time the initial payment is made and the draft site is put on-line for the HOSTING PERIOD at which time it will be automatically renewed for each subsequent HOSTING PERIOD under the same agreement and cost set forth in this contract.

Where the CLIENT chooses to use their own hosting arrangements, TWO IN A ROOM STUDIOS will design and develop the website on TWO IN A ROOM STUDIOS web server. Upon completion of the project the website will be provided on CD-ROM as cPanel Backup files for transfer to the CLIENTS arranged hosting at the CLIENTS expense. The CLIENT will be responsible for email configuration in such circumstances.

5. Fees and Additional Expenses.
Unless otherwise specified in the site structure section of the “Two in a Room Studios Website Planner” ATTACHMENT for your project. this website includes up to six Web pages. In case the CLIENT desires additional standard Web pages beyond the original number of pages specified, the CLIENT agrees to pay TWO IN A ROOM STUDIOS an additional HOURLY RATE for each additional Web page. Graphics or photos beyond the allowed average of 5 per website shall be billed at an additional charge (typically ranging from $20 - $180 including GST each). Where custom or advanced graphic work (such as but not limited to photo retouching) is requested, it will be billed at the HOURLY RATE.
CLIENT agrees to reimburse TWO IN A ROOM STUDIOS for any additional expenses necessary for the completion of the work. Such as but not limited to purchase of special fonts, stock photography, scanning, sound loops, video et cetera. The CLIENT will be informed of all such required purchases via mailed quotation before purchasing, and must return the signed quote promptly by fax or mail to ensure work may continue.

6. Maintenance.
This CONTRACT does not include our maintenance contract. Web page maintenance will be the responsibility of the CLIENT unless a separate maintenance is entered into. If a maintenance service agreement is entered into between TWO IN A ROOM STUDIOS and the CLIENT, it will be contained within its own document and not connected to this CONTRACT. If the CLIENT or an agent other than TWO IN A ROOM STUDIOS attempts to update the CLIENT’s website at any time, TWO IN A ROOM STUDIOS is under no obligation to return the site to its prior state. Should TWO IN A ROOM STUDIOS accept to work on amended files, time to repair the Web pages will be assessed at the HOURLY RATE.

7. Payment.
All services agreed to in this CONTRACT, shall be sold for the price specified in the “Payment Schedule”. Payment shall be by Cash, Cheque, Money Order, PayPal or Bank Transfer, in Australian dollars, and made payable to “TWO IN A ROOM STUDIOS”.

8. Payment Terms.
Unless otherwise stated in the “Payment Schedule” document attached to this agreement, the following standard terms apply. A part payment of fifty percent (50%) of the design cost and the total amount of hosting is required to commence work. The applicable hosting timeframe begins when the initial deposit is made and the draft site is put on-line. Payment for the site must be made in full before the site will be made available to the public. Submission of the site to the top ten search engines will occur only after the final payment is made. If the project cannot be completed 6 months after the specified project duration due to TWO IN A ROOM STUDIOS waiting on the CLIENT to supply information or materials the project is considered abandoned and final payment must be made immediately.

9. Completion Date.
TWO IN A ROOM STUDIOS and the CLIENT must work together to complete the website in a timely manner. Much of this depends on receiving the appropriate images, text, information and other materials from the CLIENT. We agree to work expeditiously to complete the website in a professional and timely fashion. A timely manner for the CLIENT is defined as follows, upon commencement of the project and following the initial payment, the CLIENT must provide all materials and information within 14 days so TWO IN A ROOM STUDIOS can complete the project. Stalling a project by not supplying material and information required may require TWO IN A ROOM STUDIOS to bill the CLIENT for additional studio time as required, and the project being put on hold until the required information and materials is supplied. Please inform TWO IN A ROOM STUDIOS immediately of any inability to supply material and information required as soon as possible so a solution can be found to avoid this occurrence. Timelines for the completion of a website are provided on  per site basis in the quotation for each site.
A project is considered complete after final payment is made and the website is made available to the public (the “Completion Date”). Any work carried out after the Completion Date shall be considered “additional” and will require a separate Agreement and payment.

10. Assignment of Project.
TWO IN A ROOM STUDIOS reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. TWO IN A ROOM STUDIOS will be responsible for the final results of the project.

11. Rejection of Design Advice.
In the unlikely event that the CLIENT rejects the original design mockup, and a suitable design mockup cannot be reached after the three revisions of the “The Design Stage” as specified in the flowchart of the “Website Planner” ATTACHMENT, TWO IN A ROOM STUDIOS reserves the right to cancel the project and refund the CLIENT any initial payment, less $1,000 for the design work already carried out on the design mockups, plus any other additional costs incurred. The mockups will be handed over to the CLIENT in pdf format with copyright.

12. Additional Services.
Any revisions, additions, re-design, re-build or layout changes the CLIENT wishes TWO IN A ROOM STUDIOS to perform not specified in this document shall be considered "additional" and will require a separate Agreement and payment.

13. Copyrights and Trademarks.
The CLIENT represents to TWO IN A ROOM STUDIOS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TWO IN A ROOM STUDIOS for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend TWO IN A ROOM STUDIOS and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

14. Age.
CLIENT certifies that he or she is at least 18 years of age.

15. Limited Liability.
CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
CLIENT hereby agrees to indemnify and hold harmless TWO IN A ROOM STUDIOS from any claim resulting from CLIENT’s publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless TWO IN A ROOM STUDIOS in any claim resulting from the submission of illegal materials.
If TWO IN A ROOM STUDIOS shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against TWO IN A ROOM STUDIOS, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by TWO IN A ROOM STUDIOS for any reason. It is the sole responsibility of the CLIENT to ensure that their domain name remains current and registered with the appropriate domain name registrar at all times.
Under no circumstances, including negligence, shall TWO IN A ROOM STUDIOS, its offices, agents or anyone else involved in creating, producing or distributing it’s services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use TWO IN A ROOM STUDIOS’s services such as but not limited to website downtime or loss of email services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, missed deadlines, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to TWO IN A ROOM STUDIOS’s records, programs or services. CLIENT maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all TWO IN A ROOM STUDIOS’s services.
Notwithstanding the above, CLIENT’s exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which CLIENT paid during the term of this CONTRACT and any reasonable legal fees and court costs.

16. Indemnification.
CLIENT agrees that it shall defend, indemnify, save and hold TWO IN A ROOM STUDIOS harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees, ("Liabilities") asserted against TWO IN A ROOM STUDIOS, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless TWO IN A ROOM STUDIOS against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with TWO IN A ROOM STUDIOS’s service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold in the Web Design.

17. Laws Affecting Electronic Commerce.
The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend TWO IN A ROOM STUDIOS and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce.

18. Copyright to Web Pages.
Copyright to the website produced by TWO IN A ROOM STUDIOS, is owned by TWO IN A ROOM STUDIOS until full and final payment is made. Once full and final payment is made the CLIENT has full copyright to the finished assembled website. It is important to note that copyright of third party photos, graphics, source code, work-up files, computer programs and software licenses are specifically not transferred to the CLIENT, and remain the property of their respective owners. TWO IN A ROOM STUDIOS and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.

19. Authorship Credit.
CLIENT may select that TWO IN A ROOM STUDIOS includes a byline and link on the bottom of their Web Page establishing authorship credit. This byline is upon agreement by both CLIENT and TWO IN A ROOM STUDIOS and must be removed at any time upon written request by TWO IN A ROOM STUDIOS.

20. Non-Disclosure.
TWO IN A ROOM STUDIOS, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any confidential information particular to the CLIENT.

21. Cancellation and Refund Policy.
If the CLIENT applies by a registered letter for a refund within 14 days of entering this CONTRACT, work already completed shall be billed at the HOURLY RATE and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the HOURLY RATE.   If the CLIENT cancels a quote past 14 days of entering this CONTRACT no refund is due. If additional payment is due, this shall be payable within 14 days of the CLIENT’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by TWO IN A ROOM STUDIOS and TWO IN A ROOM STUDIOS shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

22. Legal Proceedings.
The CLIENT shall pay all court costs, reasonable legal fees and legal interest on any award or judgement in favour of TWO IN A ROOM STUDIOS. CLIENT agrees that any legal action will be held at North Sydney Court House.

23. Payment of Fees.
In order for TWO IN A ROOM STUDIOS to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $16.50 charge if payment is not received within 14 days of the due date. If an amount remains delinquent 30 days after its due date, an additional $16.50 plus 5% of the total amount outstanding will be added for each month of delinquency. TWO IN A ROOM STUDIOS reserves the right to remove Web pages from viewing on the Internet and close email and database services until final payment is made on any invoice overdue.
If a delinquent accounts applicable web hosting period expires, the website, email services,  databases and web hosting will be terminated (deleted from the server). The cost to restore a website after termination will be determined by TWO IN A ROOM STUDIOS at the studios discretion. TWO IN A ROOM STUDIOS is under no obligation to restore a terminated website, email services, databases or web hosting to operation.
When case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. The CLIENT agrees that for purposes of venue, this CONTRACT was entered into in 2/56 Anderson Street Chatswood 2067, NSW, Sydney Australia and any dispute will be litigated or arbitrated in Sydney, NSW, Australia. Please pay on time.

24. Third Party Access.
The client must immediately inform TWO IN A ROOM STUDIOS if a third party such as, but not limited to, web designers, web developers, graphic designers, search engine marketers etc. is to access the website. In the event of TWO IN A ROOM STUDIOS providing usernames and passwords to access the website’s web server, or upon a third party accessing the website, TWO IN A ROOM STUDIOS immediately ceases to be responsible for the functioning or content of a site due to the possibility of the third party altering the function or content of the website, which is beyond TWO IN A ROOM STUDIOS control. Should a website’s function or content be altered by a third party, TWO IN A ROOM STUDIOS is under no obligation to return a website to its prior condition. Failure to report website access by a third party to TWO IN A ROOM STUDIOS is a breach of confidence and terminates the contract immediately. At its discretion TWO IN A ROOM STUDIOS may decide to cease work immediately on any project where usernames and passwords are handed over or where third party access, or evidence of, has occurred.

25. Browser Compatability
TWO IN A ROOM STUDIOS makes every reasonable effort to ensure your website works in future releases of desktop Internet Web Browser applications, yet cannot guarantee that this will be the case due to the fact TWO IN A ROOM STUDIOS has no control over the development or functionality of these programs. At the time of the signing this contract, your website will be fully functional in the current release desktop versions of the following major browsers on the Macintosh and Windows desktop operating systems, Internet Explorer, Firefox and Safari.
Should the programs be updated after the signing of this contract the CLIENT is ultimately responsible for the cost of upgrading the website should a compatibility issue with future browser releases arise.

26. Software Updates.
Software is updated frequently and TWO IN A ROOM STUDIOS will install the latest, stable version of any required software as is available at the commencement of your project. TWO IN A ROOM STUDIOS is under no obligation to update software at any time after this. Any such updates will be subject to review by TWO IN A ROOM STUDIOS, and will incur additional charges for the required time taken and possible software upgrade costs.

27. Entire Understanding.
This CONTRACT constitutes the sole agreement between TWO IN A ROOM STUDIOS and the CLIENT regarding its Web Design Service. It becomes effective only when your invoice is paid. This CONTRACT shall be governed and construed in accordance with the laws of the State of New South Wales. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

TWO IN A ROOM STUDIOS reserves the right to change or modify these Terms without prior notice, at any time.

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