AGREEMENT TO BE BOUND BY THESE TERMS & CONDITIONS:
By using Realize Online services and signing up as a Client for any job, task or project, you, the Client, agree to be legally bound by these Terms & Conditions.
Please, read these terms carefully. By using the products and/or services of Realize Online you agree to abide by these Terms & Conditions.
These T&C and any additional Terms of Sale (T.O.S.) or contract specific to a project, service, special offer or promotion set out the entire agreement between Realize Online and the Client.
DESCRIPTION & DEFINITIONS
In these terms and conditions, Realize Online, the Realize Online service, all services related to it, and all text, images photographs, user interface, “look and feel”, data and other content included in it from time to time (including, without limitation, the selection, coordination and arrangement of such content) are referred to as “Realize Online”, “www.RealizeOnline.com.au” “us”, “we”, “website” or “service”.
“Client” is defined as representing one business (company or entity) or person (sole trader). Client may also be referred to as “himself/herself” or “his/her” or “their” or “site owner” in this document. Client may also be referred to as the staff member, employee, agent or third party on behalf the Client.
Realize Online provides the client various services including, but not limited to:
- Website Design and Development
- Ecommerce Development and Donsulting
- Web and Internet Consulting
- Website Maintenance and Security
- Website and Email Hosting Service
- SEO – Search Engine Optimisation Service
- Digital Marketing Service
- Google Adwords / Online Advertising Service
- Social Media Service
- Online PR Service
- Email Marketing Service
For each project or job, Realize Online follows a production process that is divided into stages. For each stage, specific deliverables are produced for the client which will be specified in a project contract or a job quote where applicable. A task, job or project will be considered complete where either the Client approves the task, job or project as being completed or where Realize Online determines that the task, job or project is complete according to the project scope or the task / job definition and parameters as set out in a quote.
Realize Online may provide the Client with domain name registration, web and email hosting services, custom website design, website design, digital marketing services and consulting services and so on in accordance with the product and/or service the client has ordered.
A document that defines and sets out what work or service or item or feature is to be included and / or completed for the project in question. The descriptions and definitions and parameters in a project scope are intended to be clear to Realize Online and the Client as well as to any third party to judge and finalise the interpretation of any part of a project scope and the relevant task, job or project.
An estimate is an approximation of the hours or fees required to complete or deliver a task, job or project. Any final invoice or fee for the work approved by a Client based on an estimate will usually be close or similar to the estimated figure excluding variations to the project or changes in the scope. However, an estimate is not a fixed price and should not be viewed by a Client as such. An estimate is a guide to the final price only.
Realize Online will typically use an estimate during the early stages of project discussions or for ad-hoc works where Client and Realize Online have together approved this billing / engagement model.
Realize Online will usually follow up an estimate by providing a quote where the Client has given a general approval for the estimated fee or cost.
A quote is a specific fee or price that we set down for the requested task, job or project. It will include parameters and defined deliverables.
A quote will not vary as it is fixed.
Any variations to the scope or requirements requested by the client will be quoted separately with a set fee or price for that job or project or task.
Quotes will be issued to Clients using an online delivery and documentation service known as an online quoting system. Each quote is numbered and stored online by the system. A quote will be prepared and issued to a Client for the Client to review and approve or decline. Once a Client approves a quote, the fee or price for the works listed in the quote is set and we agree to not vary that price unless the scope of the quote is varied by written agreement. However, if the Client seeks to vary the quote, then we will either revoke and modify the quote or issue a new quote for the Client to approve.
Quotes may also be issued or provided to a Client in the form of a project contract. The terms and conditions of the contract will set out the fees and costs which are fixed according to the terms of the contract.
Debugging Service and Quotes:
A debugging quote includes allowing a fixed amount of time for “debugging” of the identified issue(s). The amount of time in a debugging quote is based on an initial assessment by Realize Online of the presenting issue(s) or problem(s).
Realize Online will seek to do the following in the time quoted for a debugging quote / job:
- If Realize Online can FIND and FIX any of the listed issues in the relevant debugging quote, Realize Online will do so within the included time set out in the debugging quote,
- Or if Realize Online can only FIND the cause or source of the issue(s), then Realize Online will do so and then provide to the Client the applicable advice and/or a separate quote to FIX the issue,
- Or if Realize Online cannot FIND the cause or source of the issue(s), then Realize Online will report to the Client on what has been eliminated in the debugging investigation search, and Realize Online will provide further advice and/or issue a new debugging quote to continue the investigation at the discretion of the Client.
FORMS AND RESPONSES
Realize Online provides online enquiry forms for Clients or prospective Clients to use to contact Realize Online for an enquiry, a call back or a quote:
- General Enquiry
- Request a call back
- Free quote
If requested, Realize Online may call back the client.
If requested, Realize Online may issue a Proposal with an Estimate or a Quote in respect of any deliverable proposed to be provided under these Terms & Conditions.
Realize Online may decide, in its sole discretion, to deny a quotation request or information enquiry.
PROPOSALS, ESTIMATES AND QUOTES:
In response to a quote or a specific product or service request, Realize Online may produce a proposal or a quote that will remain valid and open for acceptance by the Client for up to 30 days, unless otherwise agreed by Realize Online, from the date of issue that may include any or any of the following:
- Project Brief / Proposal
- Project Scope
- Job / Task Definition
- Description and Features
- Fees and Charges
- Any other specifics or TOS related to the product, service or special offer
Realize Online reserves the right to withdraw a proposal or quote at any time.
By approving any quote or project contract, a Client agrees to be bound by these terms and conditions and to pay to Realize Online the agreed fees set out in the quote or project contract when Realize Online requests payment or as otherwise set out in the quote or the project contract.
INVOICES, SUSPENSION AND TERMINATION
All pricing is given in Australian Dollars.
Realize Online’s invoices are due on the date of issue and are payable upon receipt by the Client unless otherwise agreed to in writing.
Any outstanding invoices for work completed or services provided to the Client by Realize Online requires payment in full due on receipt of the invoice unless otherwise agreed to writing between the parties. On completion of a task, job or project the client is obliged to pay the balance of the invoice in full.
Fees Due in Advance for Service
Some services including, but not limited to, hosting fees and search engine opimisation fees are due in advance for the applicable period as noted in the invoice. Such fees and the related invoice must be paid in full prior to the commencement of the applicable service period be that one month or one year.
Quote, Job or Project Completion
Once a Client approves the job or task to “go live” or where Realize Online defines the job or task as being “completed” according to the scope or parameters set out in the quote, an invoice will be issued to the Client with payment on that invoice due immediately unless otherwise agreed to in writing between the parties.
Any warranty work that Realize Online will carry out to fix / correct any bugs or faults in the website or system as reported by the Client or as found by Realize Online that may be covered by warranty or by the scope of the task, job or project will be completed as soon as reasonably possible by Realize Online.
A revision, where allowed and applicable, to the design or function of the website or system that may be included in the scope of the task, job or project will be completed as soon as possible by Realize Online.
Realize Online reserves the right to postpone or delay or refuse warranty fix work or revisions or enhancements to a website or system for the Client if the Client has overdue oustanding invoices for any job, task or project.
Project Contract Payment Milestones
For each project contract, there are payment milestones that will occur at various stages or points during the timeline of project. For each payment milestone, a fee is due as set out per contract which will be invoiced at the time of the payment milestone being reached with payment by the Client on that invoice due immediately unless otherwise agreed to in writing between the parties.
If the client defaults on their payment or otherwise fails to pay their account with Realize Online as per the terms under this agreement, Realize Online reserves the right to suspend services and to apply administrative fees of $150.00 (+ GST) per hour, plus any other costs that may have been incurred, to reactivate the services.
Hosting fees, SEO (Search Engine Optimisation) fees, Digital Marketing service fees and all service fees charged, unless otherwise specified, are non-refundable for the term / service / product paid for by the Client.
If the client chooses to discontinue the services supplied by Realize Online and the Client has paid all monies owed to Realize Online, Realize Online will help the client to transfer their Domain Name to another provider/agent if requested to do so by the Client. Charges to the Client may apply if the work required or requested to complete the transfer goes beyond or outside the standard domain transfer approvals processes.
Realize Online may opt to discontinue services if an amount payable to Realize Online is overdue or to take down a website permanently in any case where an amount payable is overdue by more than 30 days. In any such event, the client remains liable for the total cost of the contract including all disbursements; unless otherwise agreed in writing between Realize Online and the client.
Realize Online may terminate any agreement immediately if the client breaches any of these Terms & Conditions, or if he/she is a company going into insolvent liquidation, or if the client is a person he/she is declared bankrupt.
Ownership of the product remains with Realize Online until payment in full is made to Realize Online by the client.
Realize Online reserves the right to discontinue services and terminate the Client at the sole discretion of Realize Online where Realize Online provides the Client notice in writing of said termination.
Upon default by the Client in regard to any obligation under their agreement with Realize Online and where the Client fails to rectify the default after notification by Realize Online, the Client authorises Realize Online to notify any debt collection agency of the default and charge said debt collection agency with collecting the outstanding debt owed to Realize Online by the Client.
Should this occur then at Realize Online’s sole discretion it may terminate the contract and/or service being provided to the Client at which time the full outstanding balance for the remainder of the minimum term in the relevant agreement or payments shall be due in full.
Realize Online at its sole discretion may choose to apply to VCAT (Victorian Civil and Administrative Tribunal) https://www.vcat.vic.gov.au/ to have a legal ruling handed down by a judge on whether or not the Client is required to pay Realize Online any money to Realize Online relating to overdue invoices and/or costs or time lost by Realize Online in the process of pursuring payment for overdue invoices from the Client. Realize Online reserves the right to invoice the Client for debtor administrative processing of the debt and debtor management time incurred by Realize Online relating to the matter for the respective Client.
DIRECT DEBIT AGREEMENTS:
- Direct Debit agreements may be offered to a Client on a minimum term or no minimum term basis
- Clients pay an initial payment on the date and for the amount specified on the Service Agreement. Debits then commence on the 1st of every month (or as per the individual Direct Debit Request agreement).
Should the client want to end their Direct Debit contract before the agreed minimum term as agreed in the Direct Debit Request Service Agreement with with Realize Online and with Realize Online, the client is liable to pay immediately the full outstanding balance for the remainder of the minimum term plus any debt collection fee and charges as per the “Debt Collection” clause.
No Minimum Term:
Direct Debits continue ongoing month to month indefinitely until cancelled. Clients may request to cancel their Direct Debit agreement at any time. Clients must give 10 business days’ notice prior to the next direct debit date when cancelling a no minimum term agreement.
Where the service / work has already been supplied and/or completed, the relevant direct debit charge due for that service / work all payments will continue to be charged and collected from the Client until the required minimum amount due has been paid to Realize Online.
Cancellation of a Direct Debit Request Agreement:
Should the Client decide to cancel their Direct Debit Request agreement with Realize Online before the minimum term has been completed as agreed in the Direct Debit Request Service Agreement with Realize Online / PeopleHub, the client is liable to pay the full outstanding balance for the remainder of the minimum term to Realize Online plus any debt collection fees and charges as per the “Debt Collection” clause herein.
RENTAL WEBSITE – DEFINITIONS:
Rental Website: A website owned by Realize Online that is leased to a client. A rental website is controlled and serviced by Realize Online.
Rental Plan: The agreement between Realize Online and the client regarding the website that is to be rented to the client for their use and benefit for the duration of the rental period.
Rental Period Minimum Term: The defined duration of the minimum agreed term of the rental plan as noted in the website proposal / quote and project brief provided to the client.
RENTAL WEBSITE – TERMS AND CONDITIONS:
Rental Website – Ownership of a Rental Website:
The control and code of all rental websites remains the property of Realize Online throughout the rental period until such a time as when the website is purchased by the client at which point the ownership of the website and the code is transferred to the client.
This control includes cPanel, hosting admin, MySQL or FTP access which Realize Online does not provide to clients under any circumstances.
Rental Website – Ownership of Website Content:
The ownership and copyright of the website content including all text, images, multimedia as supplied by the client remains with the client at all times unless otherwise bound by these Terms and Conditions or unless otherwise agreed.
Rental Website – Rental Plan Expiration and Termination Options:
At the end of a rental plan, the client can choose to continue to rent the website on a month to month term with no further fixed terms by continuing to pay the pre-existing monthly rental fee.
Or, the client can choose to cancel the rental plan upon completion of the defined rental period minimum term and terminate the website and the associated hosting by providing 14 days written notice to Realize Online requesting said termination.
Or, the client can choose to purchase the rental website outright and take full ownership and control of it.
Rental Website – Purchasing a Rental Website:
A rental website can be purchased after the minimum rental plan has been completed and paid in full. The rental plan can be paid out in advance bringing the rental plan to a close and making the website available for purchase.
The purchase price of a rental website is defined by the original project build purchase price less the following discounts:
1st Year = less 15%
2nd Year = less an additional 10%
3rd Year to 10th Year = less an additional 10% per year compounding
After 10 years rental, the purchase price will be zero dollars and will be owned by the client at no additional cost excluding hosting fees.
A $10,000 website has been rented for 3 years and the client wants to purchase it:
Original Project Build Purchase price = $10,000
– 15% (after year 1) = $8,500 (+ GST to purchase this site outright)
– 10% (after year 2) = $7,650 (+ GST to purchase this site outright)
– 10% (after year 3) = $6,885 (+ GST to purchase this site outright)
Realize Online is the copyright owner of all works created or developed by Realize Online for a client unless otherwise agreed to in writing. When payment for the product or service is made in full by the client for the product or service, the client is licensed to use the product or service for its intended use within the context of their business and the product itself. However, the client is restricted from selling the product or promoting the product as their own unless otherwise agreed in writing with Realize Online.
Realize Online claims no intellectual property rights to works created by any third party designers or developers that may be used from time to time, such rights remain with the relevant third party.
As a creator of copyright material, Realize Online has the following rights:
- To be attributed when its work is used;
- Not to have its work falsely attributed to someone else, nor to have the altered work attributed as if it were unaltered; and not to have the work treated in a manner that would prejudice Realize Online’s honour or reputation.
INTERNATIONAL LICENSING REQUIREMENTS
Realize Online may display its own copyright and intellectual property notices on any websites that Realize Online develops and the client (or any third parties related to or engaged by the client) must not remove, obscure, deface or alter such copyright and intellectual property notices except by agreement in writing with Realize Online.
The client agrees that in the provision of web design services by Realize Online we may utilise the services of third party contractors, and that we may pass on to such contractors any information or materials, including design brief and data, provided to us by you.
In the event any material necessary for the production of the project must be passed on to a third party, Realize Online will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.
Realize Online may accept to maintain and secure a website that is not hosted by Realize Online’s third party. In that case, the client will refer to Realize Online fees and charges for the requested services.
AGREEMENT NON EXCLUSIVITY
The client acknowledges that Realize Online is providing services to the client on a non-exclusive basis and that Realize Online may provide services and products of the same or a similar nature to any other party (provided that in doing so it does not breach privacy).
Realize Online shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any items unless specifically agreed otherwise. Further, Realize Online shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.
Realize Online retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials, and portfolio. Where applicable the client will be given any necessary credit for usage of the project elements.
WARRANTIES & LIABILITIES
Realize Online provides a limited warranty for websites and systems that are developed and designed by Realize Online. This warranty is valid for up to 90 days from the date of launch of the website or system or from the date that Realize Online determines that the website or system is ready to launch unless otherwise agreed to in writing between the parties. This limited warranty applies to works performed by Realize Online that are “in scope” for a project scope and contracted project or that are clearly specified in the applicable written quote.
Where applicable for any bug or problem or fault with the noted or reported function or element that is covered by this limited warranty where the function or element is deemed to be “not working” when assessed by Realize Online against the project scope or the written quote specifications, Realize Online will “fix” the bug or problem or fault in the website or system at no cost to the Client where Realize Online determines that the bug or problem or fault is because of recently completed works performed improperly or incompletely by Realize Online during the execution of the works in question.
This warranty is voided if the Client or a third party acting on behalf of the Client is issued with FTP or Shell or MySQL or similar access to the website / system hosting or the relevant hosting control panel by Realize Online.
This warranty may be voided if a Client or a third party acting on behalf of the Client installs any extensions or plugins or additional software into the website or system without the express written permission and approval of Realize Online.
This warranty does not include any issues or faults or incompatibilities that are caused by third party software, systems, extensions, plugins or similar.
Realize Online will ensure that any site or application will function correctly at the time of the website development and going “live” when viewed with the current versions of the following internet browsers; Mozilla Firefox, Google Chrome and Apple Safari, unless otherwise agreed in writing.
Any warranty or guarantee provided by Realize Online for a website is conditional upon the website being hosted by Realize Online on hosting servers run and operated by Realize Online that have restricted access to the hosting server and/or the hosting control panel for the hosting server.
Any warranty or guarantee provided by Realize Online for a website is rendered null and void if the client or any other third party accesses the website or the relevant website server via an FTP connection or hosting control panel.
Realize Online can offer no guarantee of correct function with all browser software in future releases of any internet browser. However, Realize Online will offer and provide a quote for services to modify the website (where possible) to cause the site to correctly function and/or correctly render in the changed version of an internet browser.
Where any Client or agent or party acting for or on behalf of the Client acts on or in the website or system that causes disruption or error to the website or system, Realize Online is not liable and the Client will be liable for any and all costs associated or incurred with fixing the error or disruption.
Search engine optimisation services
Whilst Realize Online will try to improve the position of the client’s Website in the Search Engine results in response to a search request, we do not warrant that this effort will be successful nor can Realize Online warrant the time that the position a search engine will be held.
Realize Online cannot be held responsible for any changes to the position of the client’s Website in the Search Engines results pursuant to the provision of search engine optimisation services by Realize Online.
Copyright and Intellectual Property
Realize Online is not responsible for the contents and data of any Web Site we design for the client, and upon publication the client must satisfy themselves that the website will comply with all applicable laws, and codes of practice governing the use of websites and related services. This includes the intellectual property and copyright ownership of all material that the client has provided to us.
Realize Online is similarly not responsible for the client’s subsequent use of the site and compliance of various Commonwealth and state legislations.
Realize Online is not responsible for the client’s choice of domain name and the legal consequences that the domain name use could occur relating to the Trademark and Competition or the AuDa governing laws.
Client’s Third Party
Realize Online is solely not responsible for the performance of the product or service if the client installs or orders another third party to install anything such as software that would alter or damage the website and its functionality. Furthermore, the client may be liable for charges or fees incurred by Realize Online for the repair of any product or service if the client or their third party installs any unapproved software into the product or service supplied by Realize Online
Data and Proofing
Realize Online shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client.
Realize Online is not responsible or held liable for any errors contained in the final product after the final product, this remains the final responsibility of the client.
Realize Online cannot take responsibility for any copyright or privacy infringements caused by materials submitted by the client and reserves the right to refuse use of any such material unless proof of permission is provided if requested.
Realize Online shall use reasonable endeavours to provide continuing availability of the hosting server and the services but Realize Online shall not, in any event, be liable for service interruptions or down time of the server.
Realize Online operates and provides hosting servers that are delivered as a managed service which are ordinarily restricted from client access or third party access.
Realize Online does not ordinarily provide clients or third parties with access to the hosting servers in any of the following methods or means; FTP, CPanel, WHM, Shell or via any other similar means or method. That if a client formally requests and is provided access to their hosting server by Realize Online, upon receipt of said request, via FTP or any hosting control panel, this will void any warranty or guarantee including the 1st Level Support provided by Realize Online.
Realize Online will not be liable for any costs incurred, compensation for loss of earnings due to the unavailability of the site, servers, software or any material provided by its agents.
Hosting– 1st Level Support
All CMS or ecommerce websites hosted by Realize Online include up to 1 hour per calendar month of 1st level support which includes standard tasks on the hosting control panel such as setting up email accounts or domain name parking. It also includes general support for standard tasks and functions in the CMS or ecommerce system.
If the 1 hour of support is not used in any given month, the included hour expires at the end of the month and does not roll over to the subsequent month.
Custom hosting plans do not include additional hours of 1st level support unless otherwise agreed to in writing.
Any excess 1st level support provided in a given calendar month will be charged at the standard hourly rate applicable.
1st Level Support is rendered null and void if the client accesses the hosting server using FTP or the hosting control panel.
In no event will Realize Online be liable to any party including the client for any indirect, punitive, special, incidental or consequential damage or loss, financial or otherwise, in connection with or arising out of these Terms (including for loss of profits, use, data, or economic advantage), regardless of how it arises. The client will indemnify Realize Online from and against any claim by any party claiming any such damage against Realize Online.
Realize Online will not be liable for any costs incurred or compensation for loss of earnings due to the unavailability of the site, servers, software or any material provided by Realize Online or its agents / third party partners.
Realize Online will ensure that any website or application will function correctly on the server to which it is initially installed.
Realize Online can offer no guarantee of correct function with all browser software including future releases.
Realize Online may from time to time and without notice or liability to the client suspend any of the services if the reason for doing same is an event beyond the reasonable control of Realize Online.
Realize Online will not be liable or become involved in any disputes between the site owner and their clients and Realize Online cannot be held responsible for any wrongdoing on the part of a site owner.
These terms and conditions and any agreement entered into by Realize Online or service provided by Realize Online that arises in a dispute or legal matter shall be governed by and interpreted in accordance with the law for the time being enforced in the State of Victoria, Australia, and each party submits to the jurisdiction of the State of Victoria, Australia.