These conditions of Digital8 apply to the exclusion of any terms or conditions of the Customer. No variation of these conditions will be binding on Digital8 or form part of any contract unless expressly accepted by Digital8 in writing.
Digital8 will usually attempt to estimate a price. Where possible a full brief, preferably in writing should be supplied by the Customer to Digital8 before such an estimate can be prepared.
Delays may also result in the following circumstances:
- In the event stages are not signed of on according to schedule.
- In the event additional changes are requested or if changes are requested in multiple rounds.
- In the event there are delays with content and material which you are to supply that is needed for development.
3. Cost Variations
All prices quoted are, in the absence of specific written agreement to the contrary, estimated only. eDigital8 quotations for work are based upon projected working hours at the current studio rate, plus materials, and are subject to amendment on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges or costs arising from alterations or additions to contractual specifications or to work previously approved, may be charged to the Customer. Other expenditure such as material sub-contracted on behalf of the Customer will be quoted separately.
4. Consequential Loss
Digital8 shall not be liable for any loss or damage, whether direct or consequential, which is or may be occasioned to the Customer or to any person with whom he is in contractual relations which is in any way attributable to any delay in performance or completion of any contract between Digital8 and the Customer, however that delay arises.
5. Customer’s Property
All intellectual property rights in any material supplied to us by the Customer to assist us in our services remains vested in the Customer and/or its licensors and partners. On completion of the project all material including graphic design, database data, app layout and app content remain the property of the Customer.
Any materials created by Digital8 along with the Components, Modules, Original Graphic Design files and software supplied by Digital8 remains the property of Digital8 and is licensed to the Customer for their use. The copyright that is created or licensed may not be resold, rented, leased or used for any other means other than its intended use. Digital8 reserves the right to link your application back to Digital8.
6. Initial Work
Work produced, whether experimentally or otherwise, at Customer request will be charged for unless otherwise agreed in writing. If the Customer wishes to terminate an order at this stage, a termination invoice will be drawn up charging for time and materials up to this point.
Final demonstrations will be presented by Digital8 to the Customer for approval prior to publishing. When approval is given by the Customer in the form of a signature upon our approval stamp, they are assumed by Digital8 to have studied all aspects of the material presented and to be satisfied with them, noting any exceptions in writing.
It is expected that the customer has tested the material in full (User Acceptance Testing) before the “Sign Of” form is returned and that the customer understands that any changes required to be made to the material after the signed form is returned will be charged at applicable rates. The customer will have 60 days after hand over to notify Digital8 of any implementation mistakes or errors and at this time should notify Digital8 in writing. After 60 days any changes, regardless of error, will be charged at our hourly rate.
Digital8 makes no warranties for development that has been tested and has been proven to work at the time of hand over and then has stopped working due to circumstances beyond our control. This may include changes to software, plugins, hardware, hosting services, Internet browsers, updates, operating systems and other third party products.
10. In the event that
- The customer becomes apparently insolvent (within the meaning of the Bankruptcy) or makes any voluntary arrangement with its creditors, or
- A petition is presented or a resolution is passed to wind up the customer (other than for the purposes of reconstruction or amalgamation as a solvent company), or
- A receiver is appointed over the whole or any part of the assets of the Customer or an administration order is made in respect of the Customer, or
- The Customer shall otherwise cease trading, or
- Any diligence, distress, execution or other process is levied or enforced against any property of the customer, then in any such event Digital8 shall (without prejudice to any other right or remedy available to it) be entitled to cancel any contract between itself and the Customer or suspend any further deliveries of goods or the provision of any further services under any such contract without any liability to the Customer and if any goods or services have been delivered or supplied but not paid for, the price of such goods and services shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
The Customer shall not submit for use by Digital8 anything whose use would constitute an unauthorised dealing with copyright material. In the event of any breach of this condition resulting in such an unauthorised dealing, the Customer shall remain liable to pay all sums due to Digital8 under the relevant contract and shall further indemnify Digital8 against any loss, costs or expenses attributable to such unauthorised dealing.
It will be assumed all content put into the application is proofed by the client before the application is launched and any changes can be made by the client before the application is launched. Please note that there is a longer turnaround time for Apple app updates than for website updates, due to the process of approval required through the Apple App Store.
All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by Digital8 in implementation of any contract between Digital8 and the Customer shall remain with Digital8 until full payment has been received. For the purposes of these conditions, WORK means and includes any programming, development, graphic design, web design, artistic, literary or dramatic work within the meaning of the (amended) Copyright.
Ownership of any work delivered to the Customer under any contract between Digital8 and the Customer, or of any other goods delivered under any such contract, shall not pass to the Customer until payment in full of all sums due to Digital8 under such contract has been made to Digital8. The risk of damage to or destruction of any item delivered by Digital8 to the Customer shall pass to the Customer upon delivery, notwithstanding that ownership of the item has not then passed, and the Customer shall ensure that such item is adequately insured from time of delivery.
Intellectual Property shall only pass to the customer when payment has been received in full and a certificate of Assignment of Copyright will be issued to the customer at this time.
Payments are to be made at the commencement of each stage. The full balance is to be settled within 7 days after each invoice.
14. Payment (Maintenance)
- Maintenance rates will become efective if one of the following is met:
- The original application has been created and paid for in full.
- Otherwise stated in writing by a Digital8 representative. Maintenance will be charged out at the hourly rate of $140 and will be charged half hourly. A minimum charge of one half hour will apply.
- If a client wishes to transfer the app, database and entire setup to another company to take control, work carried out to facilitate this will be charged at the hourly rate of $140. After release we will take no responsibility of the features functions and operations of the application or other system components.
Prices quoted by Digital8 are exclusive of GST which will, where appropriate, be payable by the Customers. Digital8 reserves the right to charge accumulating administration fees to any overdue accounts past 90 days. If payment is not met within 30 days Digital8 will suspend your application activity until the balance is paid.
Failure by the Customer to meet financial obligations may result in legal proceedings by Digital8 under which circumstances all legal costs and other administrative expenses will be recoverable in full by Digital8.
17. Sub Contracting
Digital8 may employ any person, company or firm as a sub-contractor for the development or provision of any item in accordance with any original specification or other work produced by Digital8 for the Customer.
18. Changes to Terms and Conditions
Digital8 has the right to amend the terms and conditions as required, and that any changes will affect all current and future clients
Last Revised January 2015