Sympact's Terms and Conditions must be agreed to before any work will be carried out.

This version of the Sympact Terms and Conditions was published January 9, 2012. All previous versions are archived. Please let us know if you would like a version you previously agreed to.

• "Sympact CMS" refers to the collection of source code (in Perl, PHP, JavaScript and any other programming language used), display code (in XHTML, HTML, CSS and any other display language used), database structures used to create the website and application management system, any user-interface design and structure that is the result of the source code and display code, and any work-flow and logic plans that was used to create the source code and display code. This includes any version of the Sympact CMS that is, or was, part of the initial deployment as well as any modifications and/or additions provided at any time in the future.
• "Artwork" refers to image files, and also includes stock photography owned by Sympact, or owned by a third party stock photography provider.
• A "Concept" refers to the description of a product or service consisting of attributes and benefits.
• "Confidential Information" shall include all information that either Party considers confidential. It shall include, but not be limited to, any and all methods, processes, strategies, equipment, plans, formulas, programs, sales and marketing information, technical and financial information, data, know-how, documentation and other information disclosed after the date of this agreement, whether disclosed visually, orally, or in writing, and whether or not tangibly recorded, by Sympact to the client, or by the client to Sympact.

This section is for Sympact CMS clients only.

• If the client is to purchase a Sympact CMS Licence, Sympact will provide to the client a worldwide, royalty-free, non-exclusive licence to use the Sympact CMS, which will allow the client to update the content of their website, and operate any web-based tools that are also provided as part of the Sympact CMS, or added to the Sympact CMS system at any time after its initial delivery.
• Sympact will provide to the client, a place to host the Sympact CMS at a size agreed upon through a proposal document, and a level of data transfer (both inwards and outwards) agreed upon through a proposal document provided at a price agreed upon through a proposal document.
• Sympact will provide no additional features other than what is delivered at the time of the pre-launch review.
• Sympact will maintain original functionality through bug fixes at no additional cost to the client, except for features that are replaced with new features, or are removed due to non-standards compliance, non-relevance or a change in technology used.
• All changes, alterations, modifications, content entry, advice, consulting, research or any other type of work (over that which is agreed upon through the proposal document normally 5 hours), will be charged at an hourly rate.
• The features delivered at the time of provision are provided as-is. If the client requests additional features, changes, alterations and/or modifications, Sympact will provide a proposal and quotation for such work, and the work will be charged at the standard hourly rate.
• Sympact reserves the right to decline a request for any changes, alterations and/or modifications to the Sympact CMS, although in this case Sympact would have the option to offer the client a customised solution that would run alongside the Sympact CMS, but only be available to the client. This may or may not be possible depending upon the requirements.
• Any additional features, changes, alterations and/or modifications performed as a response to a request from any client are delivered to all clients using the Sympact CMS as it is a single code-base when a synchronisation is next performed, and is also deployed on all installations. Sympact will retain all intellectual property on any change, alteration and/or modification and the client agrees they have no claim to the intellectual property of features suggested to, or requested from Sympact, either directly or indirectly, or implicitly or explicitly.

This section if for Sympact CMS clients only.

This agreement shall remain in force for as long as the client uses the Sympact CMS product. This agreement may be terminated by either party if

• A receiver is appointed for either party or its property;
• Either party makes an assignment for the benefit of its creditors;
• Any proceedings are commenced by, for or against either party under any bankruptcy or insolvency for the purpose of seeking a reorganisation of such party's debts, and such proceeding is not dismissed within ninety (90) calendar days of its commencement;
• Either party is liquidated or dissolved;
• In the event of any material breach of this agreement by giving ninety (90) calendar days prior notice to the breaching party, unless the breaching party has cured such breach, or can demonstrate, within that ninety (90) calendar day period, to the satisfaction of both parties that no breach had in fact occurred; or
• Either party decides to terminate the agreement, and ninety (90) days notice is given to the other party.

If the client is able to continue using the Sympact CMS after the termination of this agreement, then a stand-alone licence listed under Section 7 will be made available to the client.

This section is for Sympact CMS clients only.

Sympact will continue to provide all items defined in Section 3 into the foreseeable future. If the ownership of the Sympact CMS is transferred to another party, the new owner may continue to provide the items defined in Section 2.

If any of the following occurs:

• the new owner decides not to provide the items defined in Section 2, or
• this agreement is terminated by any termination causes as listed in Section 5 that results in the client being able to continue operating the Sympact CMS,

then the client will be granted a stand-alone licence, whereby Sympact will deploy the Sympact CMS on a hosting server nominated by the client (with consultation and/or assistance from Sympact), and full access to the server will be provided to the client so any new developers contracted by the client can further develop the stand-alone installation of the Sympact CMS.

At such time, an agreement will be signed by all parties (the client, Sympact and the new owner of the Sympact CMS), providing a worldwide, royalty-free, non-exclusive licence to use the Sympact CMS without a time limit. This agreement will also state that the client will not re-sell the Sympact CMS, or any part of the Source Code, Display Code or Database Structure. A stand-alone licence will not attract a maintenance fee unless maintenance services are contracted through a separate agreement.

Request for payment shall be by way of emailed invoice in PDF format. All payment terms are contained in each invoice.

The payment schedule for the any projects undertaken by Sympact is as follows:

50%Deposit required to initiate the project
40%Amount payable upon delivery of the project (without any additional requests)
10%Amount payable 30 days after delivery

This section is for Sympact CMS clients only.

An annual fee (as advised in your quotation document) will be invoiced to the client each quarter. This fee covers modifications made to the Sympact CMS software which are either instigated by Sympact, or requested by any client using the Sympact CMS and falls into the time schedule and direction of the system. It also covers bug fixes and general maintenance.

If the client requests features, changes, alterations and/or modifications that do not suit the time schedule, Sympact will provide a proposal and quotation for such work, and the work will be charged at the standard hourly rate. Requests for features, changes, alterations and/or modifications may be rejected based on relevance to the system's general usage. This decision is at Sympact's discretion.

Any additions to an already accepted brief will be treated as a separate project and a separate quotation or proposal will be submitted. If additional requests for modifications are required to be done during development, an additional quotation will be issued, and acceptance will be required prior to development of the additional requests.

If you are gaining or granting access to the Sympact CMS source code and material (through FTP, cPanel access or any other means), you and the party for which you are granting access, must agree to the following terms:

• Sympact owns theSympact CMSand all intellectual property associated with the Sympact CMS.
• You own all Client material.
• If Sympact has supplied the wording of the Privacy Policy, You agree that this literature is owned by Sympact, and copyright is maintained by Sympact for this policy.
• You agree that if you take the code to another server, that this does not negate or remove Sympacts ownership of the Sympact CMS.
• You agree that if you are supplied access toSympact CMS(through FTP, cPanel access or any other means), you will make any third parties that you give such access to sign this agreement and forward it to Sympact.
• You have permission from Sympact to allow access to the source code by another developer only if that developer signs this agreement and forwards it to Sympact.
• You agree that if you no longer require theSympact CMS, that Sympact does not allow another developer to host websites on our server.

All prices on any document from Sympact include GST, and are shown in Australian Dollars unless marked otherwise on the document. When using the Sympact CMS payment system, additional E-Commerce fees and charges apply from your chosen payment gateway provider and your bank. Please ask for a review of such charges from your merchant representative at your bank and payment gateway provider.

Except as otherwise provided in this agreement, each party considers its "Confidential Information" to be proprietary, and all such information shall at all times, and throughout the world, remain the property of the disclosing party, exclusively, and all applicable intellectual property ownership in the disclosing party's confidential information shall remain the property of the disclosing party, exclusively.

Upon termination of this agreement, both parties shall return to each respective disclosing party all tangible materials and copies thereof containing confidential information received from the disclosing party. In the case of electronic material, all such material will be placed on an electronic media device and returned to the disclosing party, with a signed document stating that the information contained within the media has been permanently deleted from the receiving party's technology infrastructure.

Mission Critical Hosting is a requirement for your website to have guaranteed uptime. Sympact DOES NOT offer mission-critical web hosting. We do not guarantee uptime of DNS hosting, web hosting, email hosting, backups, backup email provision, or any other service, nor do we guarantee the speed at which your site is delivered.

Sympact does not guarantee the success of bulk email transmissions through either your email account, or any bulk email functionality of any of Sympacts products or services. Furthermore Sympact will not be held responsible for any and all damages resulting from incorrect generation or incorrect delivery of any email transmitted through any email transmission system or email server that is provided.

You agree that any material supplied to Sympact, or obtained by requesting us to obtain from a source you direct us to, is in accordance with the copyright ownership of that material. That is, any material you ask us to use, you agree that you own the copyright for that material.

Any advice given verbally or in writing (including email) is not professional advice and is followed at your own risk.

Sympact owns all source code, display code, database structures, interface and graphic design, work-flow and logic plans that it has created (or creates during the period of this agreement), and at no time will any intellectual property ownership transfer away from Sympact. If the Sympact CMS product is being used, you agree that the Sympact CMS software remains the property of Sympact at all times, and will grant a non-exclusive, worldwide, royalty-free copyright license to use the software upon payment of any initial quoted payments and any recurring payments.

The licence to use the Sympact CMS is provided whilst an annual licence fee is paid (at a price agreed upon through a proposal document). If the annual licence fee is not paid by the due date of the invoice which is issued to retrieve the licence fee, and this agreement is not terminated under Section 4 and subsequent provision of a new licence is provided by the provision under Section 5, then the licence will be revoked. If the licence is revoked, then no part of the Sympact CMS may be used in any way.

The client will own all completed custom-designed artwork, custom-designed master graphic files and unique content which it has supplied. Any artwork provided by Sympact that Sympact has a royalty-free non-exclusive licence to use, is owned by the original artist, and may be used on other Sympact projects as Sympact sees fit. Any artwork that is part of the Sympact CMS is owned by Sympact.

The client will own all data that is provided as part of this project that may be stored in a database system, or contained in any source code as hard-wired content. The client will also own any data added to the database that is unique to the client and is not part of the Sympact CMS.

At Sympact, we like to take the correct amount of time to not only deliver your solution, but to consider your business, your industry and your operating environment to deliver the right solution. To this end, we take a little longer at times to complete your project.

You must agree to give us ample time to complete projects, and agree that the time you think it may take to complete a project or request may be vastly different to our time requirements.

The client agrees that delivery dates must be agreed upon by Sympact and the client. Any changes to the original specifications will negate the agreed delivery date.

If you request a service from Sympact through any means, unless you request a quotation, or you are advised in writing (including email) that the task will not be charged, you will be billed at the hourly rate for the number of hours taken to prepare and perform the task.

Sympact's schedule of fees is located at www.sympact.com.au/fees. Sympact reserve the right to change fees at any time. Thirty (30) days notice will be given by email prior to the revised rates being used. Any quoted projects accepted prior to the rate revision will be honoured at the proposed rate.

If you request any representative from Sympact to visit you in any capacity, travel fees will apply and in the case of interstate travel, will cover airfare, accommodation and car rental. The fees for each region of Australia are published in our fee schedule, which can be read at www.sympact.com.au/fees.

If you request a meeting with Sympact, then unless you are notified in writing (including email) that the attendance at the meeting is at no charge, then the time spent in the meeting will be charged at the standard hourly rate. This applies even if the meeting is held at Sympact's premises.

Invoices are to be paid within 14 days of the date of the invoice. An administration fee of $35 will be applied to invoices on the 15th day, and will be applied for every 7 days the invoice remains unpaid after its due date. Invoices unpaid over 14 days past its due date will be lodged with a collection agency, and at 14 days past the due date, all services provided by Sympact or on behalf of Sympact will be suspended until payment is received (including web site hosting and email services).

Any coding errors made by Sympact, and identified as such by Sympact, will be fixed after identification according to severity and urgency. Any errors (coding or otherwise) that are identified by Sympact as being caused by incorrect information or instructions being supplied, or incorrect and/or unintended usage will be fixed according to severity and urgency, and will be charged at Sympact's hourly rate at the time at which the fix occurs.

If you are using any service that transmits emails or SMS messages from our servers, you agree to comply with the requirements of the Spam Act 2003.

Although we will research your situation, unforeseen circumstances may cause additional work. For example, you may not have disclosed required information or incorrect assumptions were made. In this case, an additional quotation will be issued.

Sympact will only host websites that Sympact have designed and/or created. All email accounts and web hosting is provided by Host Networks (www.hostnetworks.com.au) and all of their corresponding terms, conditions and acceptable usage policies apply to this service provision. All domain name registration and domain management is provided by TPP Internet (www.tppinternet.com.au) and all of their corresponding terms, conditions and acceptable usage policies apply to this service provision.

By agreeing to these terms, you agree to the following third party terms and conditions:

• TPP Domains Pty Ltd Terms
• Host Group of Companies Pty Ltd Terms

All care is taken to ensure the contents of our proposal are correct, however in the case of errors and omissions, this proposal will be re-submitted, or if these are discovered after the work has been carried out, additional charges or credits may be applied.

If you request customisation of an existing system, or custom development of a product or part of an existing product, you agree that you will be charged for all work done at Sympact's current hourly rate (at the time of the work being done), unless you are advised in writing (including email) that you will not be charged. You agree that if the product requires improvement in the future for any reason (including a change in the way the product or services is required to operate), that you will be charged at Sympacts current hourly rate for the work done, or at a price agreed upon by way of a quotation document, unless you are advised in writing (including email) that you will not be charged.

Sympact does not take responsibility for unmet expectations. Sympact will advise in writing (including email) of the products and services that will be supplied. If the provision of such products and services does not meet your expectations, you agree that you will still be charged as per the hourly rate for the hours worked, or as per the quotation document if one was issued for the request, and then, if you request that more work be done, and Sympact is able to deliver, you will be charged for all additional work required to make modifications or additions in order to meet your expectations.

If you do not reply to a renewal request (which is normally sent by email), Sympact will not renew your services.

Sympact makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Sympact will not be held responsible for any and all damages resulting from products and/or services it supplies. Sympact will not be held responsible for any and all damages resulting from delays in the delivery of products and services. Sympact is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. You agree not to hold Sympact responsible for any such loss or damage. Any claim against Sympact shall be limited to the relevant fees paid by you. Sympact reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions.

This agreement shall be governed by and construed in accordance with the laws of the Tasmania and the parties agree that the Courts of Tasmania, Australia shall have jurisdiction to entertain any action in respect of, or arising out of, this agreement.

It is your responsibility to provide or correct any spelling or grammatical errors contained on any artwork, video, presentation, website page or any other media provided by Sympact.