RECITALS:
A. Metrix is in the business of website development and hosting.
B. The Client has instructed Metrix to develop and/or host a website (“the website”) in
accordance with the agreed specifications set out in schedule A to this agreement
(“the Specifications”) subject to the following terms and conditions.
Terms and Conditions
Pricing and Payments
- Metrix has accepted the Client’s order for a website and hosting as set out in the
specifications on the following payment terms:
1.1. A fixed price outlined in your purchase agreement; and
1.2. Website hosting fees (after the initial twelve month period of hosting included in the
development fee) at Metrix’s normal rates from time to time as published on
www.metrixinternet.com - The Client acknowledges that in the event of unforeseen circumstances or obstacles that
the Agreement may be amended to incorporate the cost of any additional materials or
work required to complete the development. In the event or in the event that the Client
requires work outside the scope of the Specification, Metrix will provide any additional
services at its normal commercial rates for web development as published at
www.metrixinternet.com. - Payment under this Contract shall fall due and payable as follows:
3.1. For development work that falls within the Specification:
3.1.1.50% of quoted price (+GST) on signing of this agreement;
3.1.2.30% of quoted price (+GST) on delivery of a prototype website; and
3.1.3.20% of quoted price (+GST) on publication of the Website.
3.2. For web marketing and Email marketing work:
3.2.1.Monthly in advance
3.3. For Web Hosting
3.3.1. Yearly in advance and for the avoidance of doubt these fees will not be prorated or refundable in the event of cancellation
3.4. For work that falls outside of the Specification and Domain Name registration fees,
seven days after the raising of an invoice.
Delivery - In developing and/or hosting the Website, Metrix shall:
4.1. ensure that all work performed is of a fit and proper standard undertaken with all due
diligence, care and attention;
4.2. comply with the reasonable direction of the Client at all times in respect of access to
the Client’s site;
4.3. preserve the integrity and confidentiality of the Client’s data and other confidential
information which may be disclosed to Metrix;
4.4. Ensure that all of it’s employees, agents and sub-contractors are legally obliged to
preserve the integrity and confidentiality of the Client’s data and other confidential
information which may be disclosed to Metrix; - The Client shall provide such access to its site and other assistance as Metrix may
reasonably require to perform any services under this agreement including entering all
site content upon request by Metrix and supplying all design assets as JPG, GIF or PSD
files - The Client acknowledges that all web hosting is subject to the web hosting terms
published from time to time at www.metrixinternet.com. and that they have read and accept
these terms. - In the event that the Client is not the end user of the Services to be provided by Metrix
pursuant to this Agreement, the Client shall warrant that the end user shall provide all
necessary information and access as Metrix shall reasonably require to enable Metrix to
properly and effectively provide the Services. The Client shall indemnify Metrix and keep
it indemnified against any liability to the end user arising out of the provision of the
Services pursuant to this Agreement.
Purchase Agreement
Phone: 0402 852 835 Fax: 03 8669 4222
eComMetrix® is a registered trademark of Metrix Operations Trust
Website: http://www.metrixinternet.com
Email: accounts@metrixinternet.com - Times given for delivery or installation are stated in good faith but are not to be treated as
a condition of the sale. Metrix takes all care but no responsibility in regard to late
installation and no claim shall be made by the Client on account of wrongly delivered
website and/or late delivery however caused. Late installation shall not constitute a
breach of this contract by Metrix and the Client shall not be entitled to cancel the contract
because of late delivery. At the point of order receipt Metrix may quote a delivery date or
time, however, this is understood to be an indication only, and cannot be relied upon.
Furthermore any delay in delivery or installation shall not excuse or relieve the Client from
his obligation to accept or pay for the services. - The Client acknowledges that upon receipt of the website, that it is responsible for testing
the functions created and providing feedback on design and function testing undertaken
within a timely manner and prior to publication of the website. - Regarding the registration of Domain Names, the Client acknowledges and accepts the
following conditions:
10.1. Metrix takes no responsibility for any difficulty in registering the Client’s
preferred domain name;
10.2. The Client has made themselves aware of and accepts the conditions of the
relevant naming authority’s terms and conditions of use and accepts sole
responsibility for continuing to comply with those terms and conditions as
they may be varied from time to time;
10.3. The Client indemnifies Metrix, on a solicitor and client basis for:
10.3.1. its use of any domain name and irrevocably waives any claims
against Metrix in respect of the decision of any naming authority
regarding the registration, de-registration or refusal to register any
domain name;
10.3.2. The consequences, however named, of any domain name dispute
between the Client and any other third party
10.3.3. Any action taken by Metrix regarding any dispute in relation of any
domain name by a Client including for the avoidance of doubt any
decision of Metrix to suspend or cancel any domain name or to
make appropriate representations to the relevant naming authority
Intellectual Property and Confidentiality - In the event that Metrix deliver images, text, software or other data or information as part
of the website, Metrix warrants that:
11.1. It has all rights in the materials supplied and that inclusion of such materials
for publication upon the website will not infringe the intellectual property rights
of any third party; and
11.2. such materials are not unlawful; - In the event that the Client or an agent of the Client delivers images, text, software or
other data or information as part of the website, the Client warrants that:
12.1. They have all rights in the materials supplied and that inclusion of such
materials for publication upon the website will not infringe the intellectual
property rights of any third party;
12.2. such materials are not unlawful;
12.3. such materials are not offensive of defamatory and
to the extent that materials published on the website were in breach of the rights of any
third party or offensive, defamatory or unlawful, the Client shall indemnify Metrix and keep
it indemnified against any claim, costs, demand or liability arising out of such publication. - The Parties agree that the source code for the website remains the intellectual property of
Metrix as it incorporates proprietary systems developed by Metrix which are licensed to
the Client for their sole use. This license is transferable only with the written consent of
Metrix, whose consent will not be unreasonably withheld. This license will expire upon
the breach of any term of this agreement. - Copyright in all work prepared under this Agreement remains with Metrix, unless
otherwise agreed in writing, until the Client has, to the satisfaction of Metrix, paid all
invoices. - Unless compelled to do so by law, the Parties hall not divulge any information concerning
the other party including but not limited to business transactions, trade secrets,
intellectual property, prices, price structures, operations, dealings, finances or affairs of
the other party and shall not use or attempt to use any such information in any manner
Purchase Agreement
Phone: 0450 097 411
eComMetrix® is a registered trademark of Metrix Operations Trust
Website: http://www.metrixinternet.com
Email: accounts@metrixinternet.com
except as provided for by this Agreement. This restraint shall survive the termination of
this contract and applies to all information which has not entered the public domain.
Default Provisions - If default is made in the payment of any moneys due and payable to Metrix, the Client
agrees to pay to Metrix in addition to any such money interest on the amount in default at
a rate 3% above the rate for the time being prescribed under the Penalty Interest Rates
Act 1983 computed from the date upon which those moneys became due and payable
until the date on which they are paid in full, such sum not being a penalty, but a genuine
predetermined estimate of damage in those circumstances. Payment will be credited first
against interest accrued. - In the event of default of the Client’s obligations under this agreement, the Client
irrevocably appoints Metrix or it’s agent as its attorney and authorises Metrix or it’s agent
to disable the Website until such time as the default is rectified and for the avoidance of
doubt, the Client authorises Metrix to insert such software devices as Metrix, in it’s sole
judgement, determines are necessary to facilitate its rights under this clause. - The Client hereby grants a charge over itself to Metrix securing any and all indebtedness
under this Agreement. In the vent of non payment or default of payment of any amounts
owed under this Agreement, the Client authorises Metrix to issue any and all recovery
proceedings available to it by law including, but not limited to, lodging a charge over the
Client securing the amount of the indebtedness, and/or issuing a statutory demand and
winding up proceedings and the Client acknowledges it shall be liable for Metrix’s
recovery costs of the indebtedness. At any time following default of payment, the Client
acknowledges that Metrix may at its sole discretion appoint a receiver or controller
pursuant to the charge created pursuant to this agreement. - In the event of any defect in the Work performed pursuant to this Agreement, the liability
of Metrix shall be limited to the maximum extent permitted by law. To the maximum extent
permitted by the applicable law, any conditions or warranties imposed or implied pursuant
to the Trade Practices Act or another legislation in respect of which liability may not be
excluded. Insofar as liability may not be excluded then to the maximum extent permitted
by law, such liability is limited at the exclusive option of Metrix to either:
19.1. replacement of the Website; or
19.2. correction of defects in the Website; or
19.3. the costs of having defects in the Website repaired.
Under no circumstances shall Metrix be liable for any direct or indirect or consequential
loss or damage arising in any manner whatsoever out of the provision of the services and
the use of the materials and the website by the Client or end user. - Except as may otherwise be provided by law, Metrix shall not be under any liability
whether in contract, tort or otherwise for any injury, damage or loss, including
consequential damage or loss whether to persons or property, arising out of this
Agreement or the products supplied pursuant thereto including any defects therein or
workmanship thereof. - Any act of bankruptcy or insolvency on the part of the Client shall be deemed a breach of
this agreement.
Administrative Provisions - The Parties agree that the terms of this Agreement may only be varied, modified or
deleted by written agreement. - In the event of any of the clauses of sub-clauses of this Agreement being held to be
invalid or ineffective by any court for any reason whatsoever the agreement shall be
construed and shall be binding on the Parties as if the offending clause, sub-clause, or
condition has been deleted from the Agreement altogether. - All amounts expressed or described by Metrix, unless otherwise stated, do not include
goods and services tax. - The Parties agree that their relationship is not that of partnership, employment or agency.
Nothing in this agreement shall be construed to give any party any right to enter into any
commitments or incur liabilities on behalf of the other - The waiver by any part of a breach or default of any provision of this Agreement by the
other party is not to be construed as a waiver of any succeeding breach of the same or
other provisions. Any delay or omission on the part of either party to exercise or avail
Purchase Agreement
Phone: 0450 097 411
eComMetrix® is a registered trademark of Metrix Operations Trust
Website: http://www.metrixinternet.com
Email: accounts@metrixinternet.com
itself of any right, remedy or power hereunder does not operate as a waiver of any breach
or default by the other party. - All notices or other communications under this Agreement shall be in writing and may be
served personally, by pre-paid mail or by facsimile transmission to the address of each
party as disclosed in this Agreement. Service shall be deemed to have taken place:
27.1. by email upon receipt by the sender of a confirmation or receipt of the email
27.2. by personal delivery on the date of such delivery;
27.3. by pre-paid mail at the close of business on the second business day after
posting; and
27.4. by facsimile when receipt is acknowledged. - Any dispute or difference whatsoever arising out of or in connection with this contract
shall be submitted to mediation by Craig Wyrill of ‘Craig Wyrill and Associates’ or if he is
unavailable shall be submitted to mediation in accordance with, and subject to, The
Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules. - If a dispute or difference is not settled within 30 days of the submission to mediation
(unless such period is extended by agreement of the parties), it shall be and is hereby
submitted to arbitration in accordance with, and subject to, The Institute of Arbitrators &
Mediators Australia Rules for the Conduct of Commercial Arbitrations. - This Agreement will be governed by the laws of Victoria and the parties agree that they
will submit to exclusive jurisdiction of the Courts of Victoria and Courts entitled to hear
appeals from those Courts. - All legal charges incurred by Metrix in regard to any action taken to enforce this
Agreement and/or obtain overdue payments shall be born by the Client.
