Terms of Service

Mutual Agreement

This Agreement is made between you (“THE CLIENT”) and us, Zimpul Pty Ltd TA as zimpul (“zimpul”)

Summary

We will always do our best to fulfill your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this agreement you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

In Short

zimpul is in the business of providing Website Design, Development and Maintenance services. The Client wishes to engage zimpul to provide these services, on the terms and in accordance with this agreement. Of course it’s a little more complicated, but we’ll get to that.

What Do Both Parties Agree To Do?

As our customer, you have the power and ability to enter into this agreement on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project – including text, images and other information – as and when we need it and in the format we ask for. You agree to review our work, provide feedback and approval in a timely manner too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment requirements as set out in this agreement.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we’ll also maintain the confidentiality of any information that you give us.

Now The Fine Print.

This agreement is governed by the laws of Victoria and the parties submit to the non-exclusive jurisdiction of the courts of that state.

  1. Interpretation 

    1. References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
    2. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
    3. Grammatical forms of defined words or phrases have corresponding meanings;
    4. Parties must perform their obligations on the dates and times fixed by reference to the capital city of Victoria;
    5. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
    6. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
    7. References to a party are intended to bind their executors, administrators and permitted transferee’s; and
    8. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.
  2. Appointment

    1. In consideration of the Client paying zimpul in accordance with clause 4 and the rates of pay set out from time to time as advertised on the website www.zimpul.com, zimpul agrees to provide the services as per point 3 and in accordance with the terms of this agreement.
  3. Services and Charges

    1. zimpul agrees to provide the client with a WordPress Website design, development and management service.
    2. This service is a pay by the month service and the website created for the client is available for the client to use so long as the monthly payments are made or if the client arranges an early buy out of the service. Please see section (16) sixteen for buy out details.
    3. By using zimpul services, you agree to accept the charges you incur as a result of using zimpul services. This includes, but is not limited to, fees for additional services or enhancements and additional website design or development customisation.
    4. Subject to any applicable law, fees and charges for zimpul services are non-refundable unless otherwise agreed.
    5. This Agreement and the client’s use of zimpul’s services shall become effective on the date the order is submitted which coincides with payment of the setup fee and any additional services requested by the client (“Commencement Date”).
    6. The initial term (“Initial Term”) of this agreement is 24 months which shall commence on the day the client is provided with access to the CMS of the website and the first of the 24 monthly payments is charged.
    7. Upon completion of the Initial Term this agreement shall automatically renew (”renewal period”) under the same terms and conditions as per this agreement, which may be amended from time to time, unless and until either party provides the other party with notice of termination.
    8. zimpul will continue to renew the service automatically unless terminated by zimpul or until you notify zimpul of your intent to change or cancel your service renewal.
    9. For account cancellation instructions refer to the point 7.
  4. zimpul’s Obligations zimpul shall:

    1. Exercise all due care, skill and attention in providing the web design, development and ongoing maintenance services.
    2. Do all things necessary to ensure that the services are provided to the reasonable satisfaction of the Client;
    3. Ensure that the services are carried out in a proficient manner by professionally trained and qualified staff;
    4. Comply with all legal requirements as may from time to time apply to the provision of the services.
    5. Adhere to zimpul’s obligations specifically provided for and inferred under its Terms and Conditions.
  5. Client’s Obligations The Client shall:

    1. Prior to committing to zimpul services review this agreement and consider zimpul’s Terms and Conditions.
    2. Accept and agree to adhere to zimpul’s Terms and Conditions;
    3. Provide all things necessary to zimpul to allow zimpul to undertake the services in a timely fashion;
    4. Acknowledge that a delay in the provision of information to zimpul could delay zimpul providing its services;
    5. Ensure that all payments are paid promptly and within zimpul’s trading terms.
    6. use the website in a manner that is ethical;
    7. not modify, or attempt to modify, any of the source files.
  6. Payment and Invoicing The Client shall:

    1. pay zimpul in accordance with the rates of pay set out from time to time by providing a valid credit card during the time this agreement is in place.
    2. Monthly Fees will be charged to the provided credit card on the Effective Date of the Initial term.
    3. zimpul shall not require additional authorisation for the 24 monthly payments or subsequential renewal payments.
    4. In the event that the client fails to make payment within seven days (7) of its due date then zimpul may suspend services until the payment due is made.
    5. If the payment is more than fourteen (14) days past due, the client will be liable for any fees zimpul may  incur in its efforts to collect any unpaid balances.
  7. Cancellation and refund policy

    1. All payments received are non-refundable.
    2. Customer cancellation of any service at any stage must be notified in writing via email at hello@zimpul.com
    3. Upon completion of the Initial term, the client may cancel this service at any time.
    4. There shall be no partial refunds of payments made.
    5. Cancellation will take immediate effect and all content will be deleted and cannot be recovered unless otherwise agreed with zimpul
  8. Assignment

    1. You can’t transfer this agreement to anyone else without our permission. If you do assign your rights, as would be the case where you allow someone other than you to use your account, you shall remain liable to us for any fees due under this Agreement. We may assign this Agreement at any time. This agreement stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
  9. Dispute Resolution

    1. If a dispute arises, before any proceeding is commenced the party claiming that a dispute has arisen must give 14 days’ notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
    2. If after 14 days the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the Supreme Court of Victoria and the costs of the mediation shall be borne by the parties equally.
    3. Notwithstanding the preceding provisions of this clause, zimpul must continue to provide the services and perform its obligations under this agreement pending resolution of the dispute.
    4. Nothing in this clause will prevent either party from seeking urgent interlocutory relief.
  10. Notices

    1. A communication required by this agreement, by a party to another, must be in writing and may be given to them by being: Delivered personally; or
    2. Posted to their address specified in this agreement, or as later notified by them, in which case it will be treated as having been received on the second business day after posting; or
    3. Faxed to the facsimile number of the party with acknowledgment of receipt received electronically by the sender, when it will be treated as received on the day of sending; or
    4. Sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.
  11. Relationship of the Parties

    1. The parties acknowledge that this agreement is intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, client and agent or the relationship of partnership.
  12. Counterparts

    1. This agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.
  13. Supply of Materials

    1. For zimpul to complete the project within agreed dates it is imperative that the Client supplies all materials and information required by us promptly. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. In the event of a delay in supplying these materials to zimpul which leads to a delay in the completion of work, zimpul may extend any previously agreed deadlines to suit studio workloads.
  14. Amends

    1. The number of revisions to designs are limited to the service chosen. Once the design has been signed off, and we commence the website development phase, further design changes will attract additional charges as per our standard hourly rates. All our websites are coded for responsive design and for multiple browsers. Any design change, however insignificant this may seem, may result in significant extra coding requirements.
  15. Agreed Scope

    1. Any projects, services and rates provided referred to as the scope of work are detailed on our pricing page on our website. Additions to the Scope will require an agreed quote and will be quoted and invoiced separately. zimpul will seek approval of quoted additions to the scope prior to commencing the additional work.
  16. Approval of work

    1. On completion of every stage and prior to moving to the next stage of the project, zimpul will contact the Client’s nominated point of contact for review. zimpul will not proceed to the next stage of the project until approval has been received. Once approved changes to a previous stage may result in additional charges as per our standard hourly rates.
  17. Project Completion

    1. Once the project has been completed, as determined by zimpul, zimpul will provide the Client with a link to the developed website for review. If the Client determines that the website does not comply with the Project Scope as agreed and as specified in point 3 Services, zimpul Creative Pty Ltd agrees to;
      1. perform the required amends free of charge to the system zimpul has developed. zimpul is not responsible for any errors on third party software integration.
      2. carry out simple aesthetic changes, modifications to meet the client’s demands. These changes do not include the development of any new functionality.
  18. Intellectual Property Rights

    1. For all material supplied by the CLIENT such as, but not limited to, files, photos, logos and text;
      1. the Client must have obtained the required permissions, authorisations, consents or licence for use.
      2. The Client is responsible for paying the possible royalties or licence fees associated with the use of these materials.
      3. You indemnify zimpul against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging an infringement of the use of the materials as per this clause supplied by you to zimpul.
  19. Search Engines

    1. The time it takes for your website to appear on page 1 of Google depends on a number of factors.  It depends on the search phrase people are using to find your website and the number of other websites that are also available for those search phrases. Nobody can truly say how long it will take for your website to appear at the top of search engine results pages (including people who actually work for Google), however there are a number of factors that can improve your chances. Building your website on WordPress is a good start as WordPress has some great Search Engine Optimisation fundamentals built-in.  zimpul applies basic search engine optimisation techniques.
  20. Consequential Loss

    1. zimpul shall not be liable for any loss or damage which the Client may suffer which is in any way attributable to any performance or completion of our agreement, however that may arise.
  21. Subcontracting

    1. zimpul reserves the right to subcontract any services that it has agreed to perform for the Client. Subcontractors will only be used to perform specific tasks of the project and will not be provided with confidential information other than information required to perform the task required.
  22. Non Disclosure

    1. zimpul (and any subcontractors zimpul may engage) will not at any time disclose any of the Client’s confidential information to any third party.
  23. Backups

    1. While we take all reasonable precautions to ensure your database is secure and protected, the client understands and agrees that the service provider is under no obligation to export, extract, retrieve or store our clients data except for through our backups of the clients website which is stored on a ‘best effort’ basis and taken automatically by Kinsta (third party hosting provider).
  24. Ownership of domain names & hosting

    1. The Client agrees to provide zimpul with the details in respect of the Client’s domain name registration. Hosting is provided by zimpul’s preferred hosting provider Kinsta.
  25. Cross browser compatability

    1. By using current versions of well-supported content management systems such as “WordPress”, zimpul tries to ensure that the websites it creates are compatible with all current modern web browsers, such as the most recent versions of Google Chrome and Safari.
    2. We do not cater for people using Microsoft Internet Explorer and cannot predict the behaviour of that browser
  26. eCommerce

    1. The Client warrants that it is responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify zimpul and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from the Clients or the Client’s use of Internet electronic commerce.
  27. Authorisation

    1. The Client authorises zimpul to perform services which may include, but are not limited to, accessing the Client’s domain control panels, email hosting, DNS, hosting account and disk space, creating databases and applications, and submitting the project to search engines.
  28. Ownership

    1. During the initial term websites remain the property of zimpul. Within the initial term the client may request to buy out the service by emailing hello@zimpiul.com and requesting the buy-out figure. Upon completion of the initial term zimpul will continue the services on a month-by-month basis. At this time the client may terminate the agreement at any time as per our cancellation policy.
  29. 24 Month Website Redesign Policy

    1. After 24 months, you are eligible for a refresh of your current website equal to the value of the initial setup cost of your service.
    2. If you elect to refresh, the initial term renews for another 24 month period.
    3. You agree to notify us of your intent to refresh your website and renew the initial term at least 30 days prior to the end of the initial term via hello@zimpul.com.
  30. Buy Out

    1. During the Initial term or any subsequent renewal of the initial term the client may request a buy out figure to terminate this agreement. The buy out figure shall be calculated by multiplying the remaining months on the term and the monthly charge and adding a early termination fee of AUD750,-.
  31. Change of Terms and Conditions

    1. We reserve the right to change the terms and conditions of this Agreement as needed.
    2. You agree that continued use of our services after said changes constitutes acceptance of the new terms and conditions. This includes, but is not limited to, the right to change our rates at any time.
    3. If you do not agree to the new terms and conditions or the new rates, you may terminate this Agreement in accordance with our cancellation policy.
    4. zimpul will always provide thirty (30) days notice prior to changing amends in our rates.
  32. Disclaimer

    1. To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to the Client are excluded. Without limiting the above, to the extent permitted by law, any liability of zimpul under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, repair or re-supply of the services or the payment of the cost of the services that zimpul were contracted to perform.