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What's included, and what's not.

Everyone hates surprises. So, here's the full rundown on what you get for your money. Also, what you need to do for yourself, and what you can leave to the experts. Basically, this is the basis of the plain-language contract and terms of engagement.

My desire is to delight you, the client.

One way is to make clear our understandings with each other.

So, these are the terms of our agreement together:

  1. The Client. That's you or your company (hereinafter "The Client" or "You")...
    Client or Company Name :
    Contact Name :
    Phone :
    Email :
    Address :
    Current URL (if any) :
    Username :
    Password :
  2. The Vendor. sydneysoho.com and customer-messaging.net are internet domains owned and operated by Sole Proprietor David Searson trading as searson.com (hereinafter "The Consultant", "Us", "Me", "We") a professional web consultant of good standing, for the provision of various web services.
    ABN 16 717 615 612
    Postal Address : Box 1490 Neutral Bay NSW 2089.
    BSB Number : 082 302, Account Number : 56103 8375, Account Name : DP Searson
    Email : david@sydneysoho.com
    Phone : +61 (0)403 893 567
  3. Term of the Agreement. This Agreement will commence on the Effective Date (the date this agreement is made) and will continue in effect for a period of 90 days ("Term"). The Term of this Agreement may be extended by mutual consent of the parties in writing. The Project will be considered complete and the total compensation will be due at the end of the Term even if no content has been provided or the Project stalled by Client delays.
  4. Authorisation. The Client authorises The Consultant to commence work on their behalf for the specific project of developing and/or improving a World Wide website (hereinafter "the Project") to be installed on The Client's web space on a web hosting service's computer, and to access the web space and cgi-bin and all directories required for implementation of this project, with "write permissions" via FTP, SFTP, SSH, HTTP, HTTPS, WEBDAV with usernames and passwords supplied by The Client. This authorisation extends 30 days beyond completion of the project and final payment. In the event that final payment is not made, The Consultant is authorised to use this access for the purpose of disabling or deleting the web site, and returning it to the state found on The Consultant's first access prior to the project commencement. The Client agrees to not change the level of access until 30 days after completion of the project and final payment.

  5. Statement of Work

    The Web Project includes:
    1. One-on-one consultation and advice on the most appropriate web solution for The Client.
    2. Choice of three design layouts, each consisting of homepage, sectional, and standard page templates.
    3. Professional advice and help with domain registration and setup, DNS services, and web hosting plans.
    4. Conversion of chosen visual design to W3C validated HTML and CSS code.
    5. Customised Content Management System allowing up to 200 web pages to be added, published, and managed by The Client at any time.
    6. Media Library for downloadable PDF Documents and/or Images linked in web site pages.
    7. iPhone 'Web App' mobile microsite version of key website information.
    8. A Product Gallery or Photo Gallery.
    9. Calendars with Client availability, schedule or booking markers.
    10. Customer Response Form which gathers visitor information direct to an email account.
    11. Free account setup and Client branded template for broadcast email newsletters.
    12. Google Analytics integration.
    13. Search Engine Optimisation tags in all pages.
    14. Temporary web space on a development server with client access before launch.
    15. Transfer to Client's public web hosting environment, and thorough pre-launch testing.
    16. Favicon, Robot exclusion file, optional P3P privacy file.
    17. Free consultations, maintenance, backups, minor updates and repairs within the first 30 days after the project is completed, to a total of 4 hours.
    18. Comprehensive user manual and help files.

  6. Definition of Specific Items and Scope:

    1. Client Branding and Logo. The Client will supply their corporate branding and logo in high resolution (300 dpi) generic EPS, jpeg, png, or gif format suitable for use in Photoshop CS3. The Client will warrant that they own copyright to all material supplied including logos, designs and layouts. In particular The Consultant assumes that The Client has copyright or ownership, model clearance, and right to alter and publish any photographic images supplied. The Consultant will not be held responsible for any violation of copyright by The Client, even if not intentional. Please send us your final image designs. Time required to make substantive changes to client-submitted material after the webpages have been constructed will be additional, billed at the hourly rate.
    2. Custom Graphics. The Consultant may design develop and supply custom graphics, banners, headers, adornments, and icons for The Client but is not obliged to do so. Generally, Masthead graphic on first page (simple custom graphic incorporating company logo) and Top-of-page graphic for all other pages in your website will be supplied. Animated GIF images and Flash content is not part of the Project scope. The Client recognises that supplying undersized graphics photos or logos will result in a poor quality result. The Client will make every effort to supply high resolution images at or above the size required for the final online presentation.
    3. Photo Manipulation. The Consultant may crop resize trim or colour-correct any supplied image but is not required to do so. The Client is assumed to have permission to modify any images they supply, and have permission to publish the images on the Web Site. Specifically, simple resize/crop of 10 images for any Photo/Product Gallery is included in the price. Manipulation of photos beyond those required for templates branding and proof-of-concept will be billed at Standard Hourly Rates.
    4. Stock Photography. The Consultant may crop resize trim or colour-correct any supplied image but is not required to do so. The Client will supply evidence of permission to do so and permission to publish the images on the Web Site. Stock photography purchased by The Consultant on behalf of The Client will be charged to The Client at cost plus 10 percent. Research and procurement of royalty free or free stock photographs or images may be charged an additional AUD 10 per image if requested by The Client.
    5. Choice of Template Designs. The Client will communicate their general aesthetics, current business branding, and provide 5 URLs as examples of existing Web Sites which reflect The Client's tastes and preferences. The design process will start with the designer showing you concepts of what your homepage might look like. You'll work with the designer to take what you like from each concept until you agree on one look. In order to have enough choices in layouts, colors, and other variables, you'll want to have enough concepts to work with. Three concepts is a good number of choices that won't break the budget. The Consultant will present 3 "mockups" or "comps" for The Client's consideration. These may come from the open source design community, commercial template design companies, subcontracted for the purpose, or be original works. Each of the 3 designs will be fit for the purpose and of current industry standard. One round of revisions is allowed for in the quoted price as variations on the theme or combination of desired elements from more than one template. The final decision will be made by The Client, and written acceptance required before any work is started on any part of the technical build phase.
    6. General Content Words and Pictures. The Client is responsible for generating providing and supplying all page and site content, and for the format and layout of said content using the supplied CMS tools. The Consultant agrees to input and format a sample of two pages of the supplied content up to 1000 words and 5 images in total, as a demonstration of how the content may be formatted using the CMS. Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at the hourly rate.
    7. Cascading Style Sheets. Generic CSS files may be reused for multiple sites, and are not owned by The Client. These files include generic sizing and layouts, tag descriptors, IE workarounds and the like. Site-specific CSS files constitute an integral part of the page template designs.
    8. Favicon. The Client's logo will be translated into a site-wide favicon and included in all page headers. The appearance of this favicon will be determined by automatic translation by service such as http://favikon.com/, and will be in a square format irrespective of the actual logo dimensions.
    9. Navigation Menus. There will be two levels of navigation menus to the site. Only Top-level (sectional) pages will appear in the main navigation menu. Second-level pages may or may not be assigned to a single top-level sectional page, and will be displayed in second-level menus. The second-level menus may be shown within the relevant section. Top and second level may be combined into a single site-wide drop-down menu bar. Such menu systems will be CSS based, and not required to rely on javascript or back-end technologies. All menus will be automatically generated by the CMS and must therefore be text-based rather than graphic elements.
    10. External Links. It is recommended that an average of 2 external links are included per page to other relevant informational sites. This is not a requirement. The Client agrees not to link their site to shadow domains, aliases, cloaking sites, spyware or schemes which may harm the reputation or good standing of The Client or The Consultant. Guidelines will be provided on request.
    11. Metadata. Each page controlled within the CMS will have the facility to edit 3 metadata fields, namely SEOkeywords, SEOtitle, SEOdescription. It is the responsibility of The Client to populate this data in accord with the recommendations of their SEO consultant. The Consultant will provide general guidelines and an introduction to third-party SEO expertise if requested.
    12. robots.txt The site will be furnished with a robots.txt file, to guide compliant search/indexing robots to index all public pages of the web site, and to ignore pages within the CMS subdirectories.
    13. Calendars Up to 20 separate calendars, each with simple markers which can be toggled on or off for any date. Calendars only display current and future months, and do not contain multiple items on a single day nor any textual information. Calendars are controlled using the CMS, and may be embedded in other web sites.
    14. Feedback Form. There will be one generic feedback form built into the site, which may be repeated on all pages if desired. The form will include up to 10 custom fields plus first/last name and email addresses. This form may be used for the purposes of email collection, customer service, or as a guestbook application. Extra charges may be incurred if The Client's web hosting service does not use a Linux operating system.
    15. HTML Standards and Browser Support. HTML and CSS will be validated using tools at http://validator.w3.org/ to the level of HTML 4.01 or XHTML 1.0 and CSS2. This validation relates only to template HTML and does not extend to content supplied or generated by The Client. Browser Versions supported are only those for which the first major number release was after December 2001, and additionally have a market share over 1 percent as noted at http://en.wikipedia.org/wiki/Usage_share_of_web_browsers Screen resolution will allow for 1024x768 and 24 bit colour. iPhone microsites will conform to guidelines at http://www.apple.com/webapps/
    16. Methods of Delivery. All english text is to be supplied in ASCII format. HTML entities may be included. All other text is to be delivered in UTF8. Plain text only. The quality of text delivered as Microsoft Word documents may be accepted but will not be guaranteed. Images, photos, logos must be generic EPS, jpeg, png, or gif format suitable for use in Photoshop CS3. Acceptable delivery methods include email, FTP, USB thumb drive, external USB hard drive, or cross platform data CD or DVD. The Client may also make these assets available on the Web for download, to a maximum of 500MB.
    17. Backups. The Web Site and user-supplied content will be backed up at each key design and implementation point during the technical build phase of the project, and at the completion date. A final backup will be made 30 days after completion and final payment. This agreement does not include backups beyond that point in time. The Consultant offers regular automated backups under a separate service agreement. These backups may be hourly, daily, weekly, monthly, annual or triggered by updates.
    18. Credits. The Web Site will include a hyperlink to sydneysoho.com, customer-messaging.net, or searson.com with at least the words "web services by". This link will be hard coded into the home page template, and will remain active for at least a period of 90 days after launch. At the end of 90 days, The Client may request its removal and will provide access to remove the link or may remove it using their access to the CMS webspace. The Consultant is not required to remove the link, and will provide clear instructions for its removal if requested.

  7. Client and Consultant

    1. Relationship. The Client and The Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. The Consultant is engaged by The Client as a consultant and this agreement does not constitute or imply a "work for hire" relationship. Neither The Client nor The Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other. Because The Consultant is an independent consultant, The Client will not withhold or make payments for tax or superannuation contributions; or obtain insurance on behalf of The Consultant. The Consultant is free to enter any contract to provide services to other business entities, except any contract which would induce The Consultant to violate this Agreement or any non-competition agreement to which The Consultant is a party in connection with the Project.
    2. Confidentiality. The Consultant will not disclose the nature or status of the project unless (a) authorised by The Client in writing or email or (b) required for subcontracting to third party suppliers or (c) required by law. Temporary domains, and or sub-domains, and or web addresses may be implemented for client approvals or testing. No guarantee is made that these locations are secure. The Client will not disclose the temporary web locations nor share any access usernames or passwords. Confidential information shall not include information that (a) is already known to the party to which it is disclosed (b) is or becomes part of the public domain without breach of this Agreement (c) is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
    3. Representation. The Consultant will not represent itself as an agent of The Client unless authorised in writing or email. The Consultant may request work on behalf of The Client for essential services such as DNS, hosting, and third-party services, and will declare the relevant client-vendor relationship on first contact with third parties.
    4. Exclusivity. No design, graphic, template, layout, code, system, process, configuration, sub-domain or url supplied or authored by The Consultant is the exclusive property of The Client despite its use for this Project. The Consultant reserves the right to reuse software and other assets at any time for other clients. On occasion this may result in a similarity of design and functionality between this Project and other projects undertaken by The Consultant. Confidentiality agreements may preclude warning The Client of possible similarities. Reasonable attempt will be made to avoid conflict of Client interests in regard to such duplication, particularly where clients are in the same industry.
    5. No Conflict of Interest. While The Consultant reserves the right to undertake other projects for other clients during the Term of this Project, The Consultant agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with the obligations under this Agreement or the scope of services rendered for The Client. The Consultant warrants that to the best of its knowledge, there is no other existing contract or duty inconsistent with this Agreement.
    6. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between The Consultant and The Client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.
    7. Assignment of Project. The Consultant reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. Subcontractors will be required to enter into confidentiality and non-disclosure agreements compatible with this project agreement.

  8. Payments and Completion

    1. Milestones and Project Completion Dates. All completion dates will be relative to the agreed Client delivery of required materials and Client sign-off of project stages. The Consultant agrees to complete the next step of the process within 10 business days of each such delivery or sign-off. No responsibility will be taken for the performance or timeliness of third parties. Any stated, assumed, or projected final launch date is subject to extension should The Client fail to deliver essential content material or make timely decisions. Client approval to undertake specific work in any phase of the Project shall constitute sign-off on the previous phases of the Project. Requests for changes to completed phases of the Project will be charged as extra work at the Standard Hourly Rate. The project will be considered complete 30 days after the Web Site is technically ready for launch even if no content has been provided. Completion is to be judged according to the original specifications at the time of the agreement. Variations and additional work ordered will not have a bearing on the determination of completion, and will be billed after completion. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.
    2. Payment Schedule. 35% due upon completing the contract before commencement of any work. A further 35% is due upon completion of the technical build progress check. The final 30% plus any incidental charges plus any GST is due BEFORE the site is rendered live on the Web. The site will not be rendered live until full payment is received. Access passwords, software permissions, copyright releases and complete technical operations information will be released by The Consultant on receipt of the final payment. All payments are to be made in Australian Dollars via EFT direct bank transfer, or PayPal to david@searson.com. The Consultant may agree to accept other payment methods. All currency conversion fees, bank fees, and collection fees will be paid by The Client. Payments for third party services will be made by The Client in advance, and accounts will be set up in The Client's name using The Client's credit card information.
    3. GST. The Package Price, and the Standard Hourly Rate DO NOT INCLUDE Australian Goods and Services Tax. GST of 10% will be added to the total charges at completion and become due with the final payment. If The Client is located outside of Australia, GST will not be charged.
    4. Expenses. The Client agrees to reimburse The Consultant for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation) The Consultant may incur such expenses up to a total of AUD 100 without seeking confirmation or prior approval from The Client.
    5. Standard Hourly Rate. Any work not defined in these standard project parameters will be billed to The Client at the rate of one hundred and twenty Australian dollars (AUD $ 120) per hour. This rate will apply for works undertaken directly on the Web Site that is the subject of this Agreement for a minimum period of 12 months after signing of the Contract. Time will be billed in minimum quarter hour blocks for each distinct item of work - the minimum billable block being charged at AUD $ 30.
    6. Initial Payment and Refund Policy. The total amount of this contract is AUD 1800 plus 10% GST where applicable. This agreement begins with an initial payment of AUD 630. If The Client halts work and applies by registered letter for a refund within 30 days, to the Director of The Consultant, PO Box 1490 Neutral Bay NSW Australia 2089, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to The Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, The Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.
    7. Non Payment. The Consultant reserves the right to remove webpages from viewing on the Internet until full and final payment is made. In case collection proves necessary, The Client agrees to pay all fees incurred by that process. Please pay on time.

  9. Web Hosting

    1. Web Hosting Supplied by Client. The Client understands that any web hosting, domain registration, DNS, email, and Internet Connection services require a separate contract with a web hosting service or ISP. The Client agrees to select a hosting service and provide an environment which allows The Consultant full access to the web space via FTP and SSH and any dashboard or control panels. The Consultant will be given username and passwords for access and the passwords will remain functional for a minimum period of 30 days. The hosting service must have at least PHP version 5 installed and have htaccess overrides to the web server configurations. On request, The Consultant may recommend and or implement such services on behalf of The Client and any services arranged by The Consultant must be reviewed and contracts signed by The Client. In case The Client has not secured Web space on a web hosting service by the time the Web Site is completed, a zip archive of the completed Web Site framework will be made available to The Client via HTTP, FTP, DATA CD or attached to an e-mail message on receipt of final payments.
    2. Web Hosting Supplied by The Consultant. The Client may choose to purchase web hosting, domain registration, DNS, email and other services through The Consultant. Such services are not included in this contract and are to be the subject of a separate agreement. In this case it is assumed that the services purchased will be adequate for the technical implementation and operation of the Web Site.
    3. Operating System Requirements. The LAMP protocols are supported - Linux, Apache, MySQL, PHP (Python, Perl). Litespeed web server is also acceptable. Microsoft server environments are not supported. Sites without any CMS/email/form functionality may be uploaded as a static snapshot to such an environment.
    4. Source Code. Source code, HTML, and all assets required for the final web site will be uploaded to the final web hosting environment. Configuration of the hosting environment is included for LAMP-based implementations utilizing Apache or Litespeed with access to config files, htaccess, or similar. SSH access is required for any advanced configurations, backups, and custom software installations. If The Consultant is supplying web hosting it is assumed that the software and content will be compatible with the hosting environment and no extra charge for implementation/upload will be made. If The Client is supplying the web hosting then The Consultant may charge for implementation uploading and configuration if The Client is alerted before commencement of the technical build phase of the project.
    5. Continuity of Service. The Client is responsible for renewing the website domain and hosting services in a timely fashion. Since these services usually send reminders and invoices by email, The Client is responsible for monitoring their email over time, white-listing the service providers, and responding to requests for payment.
    6. Web Site Traffic. Under some circumstances the volume of traffic to a Web Site may cause loss of response and slow performance. The Client will not hold The Consultant responsible or liable for any decrease in Web Site performance. Industry standards of uptime, latency, and response are to be expected. Denial of service and other malicious attacks on the site or server, slashdot effects, and or traffic in response to publicity are to be expected from time to time and The Consultant is not responsible to design or allow for such circumstances.

  10. Additional Services

    1. Maintenance. It is the responsibility of The Client to maintain the pages, text, and images on their Web Site. It is the responsibility of The Consultant to maintain the software and systems that directly enable the Web Site for the first 30 days after the site launch unless The Client or an agent of The Client causes modifications that require repairs. Maintenance beyond this initial period may be purchased separately as part of a recurring monthly service agreement, or on a task-specific basis at the Standard Hourly Rate.
    2. Minor Updates. The Consultant will support minor updates to the site design usability and functionality of the Web Site during the 30 days immediately following the public launch. Such support may only be in response to tangible and credible user feedback evidenced in email. The maximum allowed is 2 hours total, allocated in 15 minute blocks. After 30 days any updates changes and enhancements are billable at Standard Rates.
    3. Repairs. If The Client or an agent other than The Consultant attempts to update the Web Site or modifies the supplied software or moves the Web Site to another hosting environment or upgrades or modifies the operating system or web server versions in any way that adversely affects the operation of the site, The Consultant will not be held responsible for the consequences. The Consultant may charge for repairs at the Standard Hourly Rate but is not obliged to do so.
    4. Technical Support. Technical support directly related to the Project will be made available during all phases of the Project up to completion and for 30 days after completion of the Project. Technical support beyond this initial period, or technical support with email and other services, may be purchased separately as part of a recurring monthly service agreement, or on a task-specific basis at the Standard Hourly Rate. On-site support is not included in this agreement.
    5. Consultation time. E-mail and Phone consultation of up to 2 hours. This includes answering questions, general Internet orientation education, consultation on the website and teaching The Client what they need to know to run a website long term. Additional education and consultation is at the Standard Hourly Rate.
    6. E-Commerce Functionality. This package does not include e-commerce tools such as shopping carts or payment gateways. These may be ordered and implemented separately. Any product gallery will present words and pictures only, but may be constructed so that The Client can point visitors to a third party commerce site such as Yahoo stores, Shopify, or Amazon.
    7. Search Engine Optimisation. SEO is not a service supplied by The Consultant. During the initial project phase, The Client will be supplied with current SEO advice from a leading search engine company, and given references to trusted Australian SEO suppliers. Implementation of third-party SEO advice will be given due consideration during the technical build phase if delivered prior to the build, and supported prior to launch. No guarantee is given that the SEO advice will affect site performance or increase site traffic.
    8. Web Site Publicity and Promotion. The Consultant does not provide promotional marketing or sales advice or services. It is understood that The Client will engage Third Party professional expertise or undertake such marketing activities on their own behalf. The Client will have sole responsibility for submitting the completed Web Site to search engines, promotional sites, directories, and indexes. The Consultant will provide without guarantee references and recommendations to help The Client engage professional services, and provide a list of reputable online promotional channels. The Consultant retains the right to change any webpage address URL at any time before the project is finalised. The Client understands this and agrees not to make public any web domain, web page address or URL until the project is completed and paid for.

  11. Copyright and Ownership

    1. Copyright and Trademarks. The Client represents to The Consultant and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to The Consultant for inclusion in webpages 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 The Consultant and its subcontractors from any claim or suit arising from the use of such elements furnished by The Client. The Client agrees to indemnify and hold harmless The Consultant against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Project at the request of The Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
    2. Copyright to Web Site. Copyright to the finished assembled work of webpages produced by The Consultant is owned by The Consultant. Upon final payment of this contract, The Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to The Client, and remain the property of their respective owners. The Consultant and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
    3. Copyright. Copyright of any open source or third party software, processes, or assets used in the building of the Web Site remains the property of the respective authors and copyright holders. Any commercial-use licenses purchased on behalf of The Client and specific to the project will be transferred on final payment and site launch. Any licenses held by The Consultant which allow for multiple use remain the property of The Consultant. Copyright for the CMS and other software authored by The Consultant and uploaded to the Web Site remains the property of The Consultant but a perpetual license for the use of that software is granted to The Client specifically and solely in relation to its use for the Web Site in this Agreement. The software may not be resold nor repurposed without the written consent of The Consultant.
    4. Third Party Intellectual Property. The Consultant reserves the right at any time to use Third Party software or Open Source software or material released under appropriate Creative Commons license and will inform The Client if such use affects The Client's proprietary rights to the use of such software or assets. The Consultant reserves the right to pay royalties or purchase licenses for software or images or systems on behalf of and payable by The Client up to a total of AUD 100 without seeking confirmation.
    5. Ownership. Copyright to the design and implementation process, agreements and contracts, CMS integration, and all service integration methodologies remains the property of The Consultant. All rights not expressly granted in this Agreement are reserved to The Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.

  12. Other

    1. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet 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 The Consultant and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Client's exercise of Internet electronic commerce.
    2. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. The Consultant does not warrant that the functions contained in these webpages or the Internet website will meet The Client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with The Client. In no event will The Consultant be liable to The Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if The Consultant has been advised of the possibility of such damages. The maximum liability under any circumstances shall not exceed the total amount paid for the Project. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The terms of this Agreement will govern all services undertaken by The Consultant for The Client. This agreement becomes effective only when signed by The Consultant. Regardless of the place of signing of this agreement, The Client agrees that for purposes of venue, this contract was entered into in Sydney New South Wales, and any dispute will be litigated or arbitrated in Sydney New South Wales.
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