Terms and Conditions
Telligence Pty Ltd agrees to host a web site for you on the Internet (the “service”).
The provision of the service by Telligence Pty Ltd and your obligations in receiving the service are completely set out in this agreement (the “Agreement”).
This Agreement is a continuing agreement on a monthly basis. Telligence Pty Ltd may vary the terms of this Agreement at any time by giving you one month’s notice. You cannot impose on Telligence Pty Ltd any terms or conditions outside this Agreement.
Where this Agreement refers to a party giving notice or requesting information, that means a written notice or request hand delivered or delivered by mail or facsimile. The laws of New South Wales apply to this Agreement.
By purchasing a Telligence Pty Ltd Website you confirm that you (the client) agree to adhere by these terms and conditions of these terms of service. These terms of service are legally binding and represent an agreement between you (the client) and Telligence Pty Ltd (the provider”).
1. Telligence Pty Ltd designs, builds, and hosts websites and provides online and telephone support.
2. The client has the right to, title, and interest in a website containing intellectual property owned by the client together with, but not limited to textual content, video and/or audio.
3. The client wants Telligence Pty Ltd to host its website and understands that Telligence Pty Ltd websites must be hosted on Telligence Pty Ltd servers.
4. Telligence Pty Ltd websites all come with a Content Management System known as the PowerSites CMS, and Telligence Pty Ltd design template which the client has access to.
5. Telligence Pty Ltd licenses the use of the PowerSites CMS software and design templates for the duration of the contract.
6. Ownership of the intellectual property of the Telligence Pty Ltd CMS software and design templates is not transferred to the client as part of the purchase of the website.
7. All webpages using the PowerSites software must display a link as part of the webpage footer displaying ‘built on Powersites’ with a link to telligence.com.au or any other Telligence owned website.
8. This agreement shall take full force and effect as and from the date of the client’s purchase of the website.
9. Telligence Pty Ltd shall supply to the client all services necessary to effectively host the clients’ website and make available for a fee to the client the services of Telligence Pty Ltd to provide to the client online support, telephone support for the ongoing administration and maintenance of the client’s website hosted by Telligence Pty Ltd in circumstances where the client requests such support.
10. This Agreement may change from time to time. In the event that this Agreement changes, Telligence Pty Ltd shall advise the client in writing at least 30 days before the changes shall take effect. If the client asserts that any changes to this Agreement show unfair bias against the interests of the client in favour of Telligence Pty Ltd, the client agrees to dispute the application of the changes in writing prior to the changes taking effect. In the event of a dispute the client will either be provided with a written exemption from the specific changes within this Agreement that the client asserts to be unfair, or if this is not possible the client may at its option terminate this Agreement by giving 30 days’ notice to Telligence Pty Ltd whereupon Telligence Pty Ltd shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the client on or before the date of the termination of this Agreement.
11. Telligence Pty Ltd may terminate the Agreement without notice to the client in the event Telligence Pty Ltd becomes aware of any of the following:-
- content on the client’s website (including content generated by users of the client’s website) that does not comply with the acceptable use policy of Telligence Pty Ltd as set out above;
- notwithstanding the terms of acceptable use policy of Telligence Pty Ltd any matters that is either offensive and/or obscene, seditious, blasphemous, defamatory or inappropriate in the opinion of Telligence Pty Ltd;
- repudiatory conduct as defined under clause 61.
- Any outstanding invoices not paid to Telligence within the specified payment terms
12. The client warrants to Telligence Pty Ltd that it shall not by its conduct frustrate Telligence Pty Ltd from hosting its website or withhold the necessary support to Telligence Pty Ltd for the effective hosting of the website. Telligence Pty Ltd shall not be liable for any interruption to the provision of the client or the hosting services where an interruption is beyond the control of Telligence Pty Ltd including but not limited to force majeure.
13. Telligence Pty Ltd warrant to the client that 99.9% of the time in any given month the client’s website will work when accessed from a browser with unrestricted access to the internet. In this Service Level Agreement, the expression “availability” shall have the meaning of availability to users of the internet unaffected by local or network limitation. In the event that the website is available in any given calendar month for a period of time less than 99.9% Telligence Pty Ltd shall give to the client a rebate of their monthly fees to be calculated on a pro rata basis for the time that the website was offline in that given calendar month. Telligence Pty Ltd shall not be liable for any losses in circumstances where the client’s site is offline at any point reflecting a monetary sum beyond the sum required paid for hosting in that given calendar month.
14. You understand that factors including failure of Telligence Pty Ltd’s hardware, software, power supply or telecommunications link could result in the service being unavailable.
15. The service may also be unavailable from time to time (“outage”) due to emergency or scheduled maintenance by Telligence Pty Ltd. In the case of scheduled outage, Telligence Pty Ltd will publish expected outage times and duration and will, if requested by you, e-mail this information to you. You acknowledge that at times congestion of parts of the Internet will mean the service is more limited than at other times or temporarily not available for access by you or other users of the Internet.
16. You acknowledge that temporary unavailability of the service for these and any other reasons is not a breach of this Agreement or our Service Level Agreement (Clause 13) by Telligence Pty Ltd.
17. In the event Telligence Pty Ltd terminates this Agreement as a result of any breach of this Agreement by the client and withdraws its hosting services from the client whereby the client’s web page is no longer hosted on the internet:
- Telligence Pty Ltd will not be liable for any loss or damage arising from the withdrawal of the hosting services from the client.
- Should any breach be resolved and the client desirous of reactivation of services, Telligence Pty Ltd will charge a reactivation fee of no less than $299 including GST to cover Telligence Pty Ltd’s reasonable costs incurred as a result of the breach, to be paid in full before reactivation.
- Should a site be deactivated for a period in excess of 6 month for any reason, the purchase of new licence and website would need to be purchased at a cost to be advised at the time, according to new website pricing structures.
18. Telligence Pty Ltd will advise the client of any foreseeable interruption to the hosting service, and provide up-to-date network status and service availability information via our social media channels or via our blog at https://www.telligence.com.au/blog
19. In this Agreement Telligence shall provide services to the Client for fees as advised in their custom proposal.
20. Telligence charges all fees upfront, in advance. Payment of website hosting and support fees are charged on the 1st of each calendar month, and payable via automatic credit card payment processing or direct debit only. For Clients wishing to pay via direct deposit an invoice will be issued to the Client no less than 7 days before the due date. Any unpaid invoices will result in the suspension of all services as per Clauses 19 and 25. Credit Card transactions will attract a 1.5% payment processing fee.
21. Telligence reserves the right to increase ongoing fees related to the hosting and technical support of Client websites. Annual price increases will occur on 1 July each year in accordance with the most current CPI, with any increases outside of this to be notified to the Client at least 30 days prior.
22. All customisation to PowerSites standard modules or development of new modules for a client will attract an ongoing annual fee of 20% of the customisation costs for support and maintenance of those customisations
23. Telligence Pty Ltd shall provide up to a maximum of 50GB data transit per calendar month. Any additional data transit required shall be supplied and charged at $10 per Gb.
24. Telligence Pty Ltd will provide you the use of a server connected to the Internet to host your web site. You must not exceed the Disk Space or do anything which, in the reasonable opinion of Telligence Pty Ltd, causes a detrimental effect to any other general computing resources provided by Telligence Pty Ltd to operate the Web Server (“resources”), and if you do, Telligence Pty Ltd may (in addition to any other rights it may have under this Agreement) limit the Space to the amount specified, or limit the resources.
25. You will be responsible for all charges incurred in relation to your Space and any misuse of the Space. This liability applies whether it was you, a person authorised by you or an unauthorised person using your Space. You will be responsible for designing, loading and maintaining any content of your Web site. You are not permitted to transfer or resell your rights to use the service, any parts of your space or any other rights conferred on you by this Agreement.
26. Telligence Pty Ltd shall provide an ongoing support allocation inclusive in its regular ongoing costs with limits as defined under the FAIR USE, REPUDIATORY CONDUCT AND DISPUTES clauses of this Agreement. Any support incidents raised beyond the terms of the FAIR USE, REPUDIATORY CONDUCT AND DISPUTES clauses will be charged at a rate of $175 per hour including GST. Telligence Pty Ltd will waive charges for support at its discretion. The client will not be charged for any support incidents determined by Telligence Pty Ltd to be attributable to a problem with the underlying software or an error on the part of Telligence Pty Ltd.
27. Telligence reserves the right to decline the provision of technical support if a Client has unpaid hosting, or other outstanding amounts for which payment has not yet been received.
28. Telligence reserves the right to classify a project as ‘abandoned’ should no contact be made by the Client for 3 months or more. All abandoned projects will be archived for a further period of 6 months only, at which point the project will be purged from our servers and a new website package will be quoted in accordance with the current pricing structure.
29. Any abandoned projects for which a deposit has been paid will not be refunded, and any work completed by Telligence remains the property of Telligence.
30. Any extra hours completed by Telligence beyond the initial deposit received, will be invoiced to the Client upon the project being marked as ‘abandoned’.
31. Should the Client fail to pay this invoice Telligence reserve the right to engage a Recovery Agency to recoup monies owing on its behalf.
32. Should the Client change the scope of the project after initial commencement, all fees paid to Telligence in advance will not be refunded to the Client, and any additional outstanding amounts will be payable. Should the client wish to proceed with a new scope, a new package will be quoted by Telligence in accordance with the current pricing structure.
METHOD OF PAYMENT
The client warrants to Telligence Pty Ltd and agrees to:-
33. Pay Telligence in full, in advance, at all times. No work will be commenced until payment has been received.
34. Execute all documentation necessary to allow Telligence to directly debit from the Client’s credit card or bank account monthly charges for all and any products and/or work undertaken by Telligence for the Client.
35. Availability of funds:
- Ensure that valid credit card details or direct debitare supplied to Telligence prior to the first of each calendar month, with sufficient funds to make payment to Telligence for any monies due and owing.
- Should payment not be made by or on the due date of invoice, Telligence reserve the right to suspend any and all services and at its discretion charge a reactivation fee of $299 before reinstating these services.
37. Should payment of any recurring monthly fees be declined where follow up from our Accounts Team is required for 2 or more consecutive months, Telligence reserve the right to charge the Client 12 months of monthly fees in advance, in addition to a $99 administration fee for alterations made to the account.
38. Make payment upon receipt of a tax invoice from Telligence for all charges including but not limited to website hosting, custom development, technical support, SEO, websites and marketing packages, which shall all be charged in advance.
39. Make payments to Telligence upon receipt of a tax invoice from Telligence for excess charges for messages or data which shall be charged in arrears.
40. Make payments punctually on the first of each calendar month in accordance with the billing periods which shall be based on calendar months.
41. In the event the client is a corporation, the directors of the client agree to be parties to this Agreement and guarantee the performance of the client and further agree to assume each and every liability and obligation of the client pursuant to this Agreement in the event of and as and when the directors of the client are called upon to do so for whatever reason. The obligations of the directors of the client include but are not limited to the payment of any and all tax invoices rendered to the client by Telligence Pty Ltd.
42. The client agrees to advise Telligence Pty Ltd of any change of contact details. Telligence Pty Ltd will not be liable for any consequences of tax invoices or other notices or documentation being sent to incorrect addresses as a result of a failure of the client to provide notice of a change of said details.
43. You authorise Telligence Pty Ltd to provide your name, address and other information identifying you to any person or government or other authority if required to do so by law, or in circumstances where, in the reasonable opinion of Telligence Pty Ltd, disclosure is necessary to protect Telligence Pty Ltd against any actual or potential claim by another person which may, in the reasonable opinion of Telligence Pty Ltd, cause loss or damage to Telligence Pty Ltd.
44. In the event this Agreement is terminated by the Client, the Client agrees to pay to Telligence an amount to be costed on the basis of all services provided by Telligence that remain unbilled as at the date of termination.
45. Provide to Telligence 30 days written notification for any cancellation request. Notice must be provided by the account holder or a nominated representative (as identified by the Client) and clearly state the service to be cancelled, along with the date the cancellation is required to be actioned. Telligence reserve the right to charge 30 days of monthly ongoings if such notice is not provided.
46. Following a cancellation request, Telligence will remove all data from our servers after the cancellation date. These website filesmay not be able to be recovered following this time and if they can be recovered there may be substantial recovery costs.
ACCEPTABLE USE POLICY
47. You are solely responsible for the selection, dissemination and use of information made available via the service. Telligence Pty Ltd does not control or edit the content of information available in connection with the service in any way. You understand that some information may be offensive to, or leave you liable to, claims by other parties in Australian or other jurisdictions. You understand that making available some information may be illegal in Australian or other jurisdictions.
48. The Client warrants to Telligence Pty Ltd that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website that it has requested Telligence to host.
49. Telligence Pty Ltd does not accept, and excludes to the fullest extent it is legally able to do so, all responsibility and liability for information accessed through your Web site. You accept all responsibility and liability for information accessed through your Web site. You understand that the service and the Internet may not be secure or confidential and that information may be intercepted or read or interfered with by an unauthorised person.
50. You are responsible for the selection and use of any security features in relation to internet transmissions. Telligence Pty Ltd is not responsible for any disclosure of confidential information occurring through the service. You acknowledge that there is potential risk of damage to your software, hardware or stored information through computer malfunctions, viruses or worms, to which your computer may be exposed through provision of the service.
51. Telligence Pty Ltd is not responsible for any damage suffered as a result of exposure to these or other potential dangers. You are responsible for maintaining back-up copies of stored information. You are responsible for the initiation and maintenance of any security features, software or procedures to minimise these types of risks. Except where this Agreement states otherwise, Telligence Pty Ltd excludes all warranties (whether express, implied or statutory) relating in any way to the service to the fullest extent it is legally able to do so.
52. Telligence Pty Ltd’s liability for breach of any warranty implied into this agreement by statute which cannot be excluded is limited to the supply of the service again or, at Telligence Pty Ltd’s option, to payment of the costs of having the service supplied again.
53. You must not use the service in any way which might interfere with, disrupt or impair the Internet, the service, the equipment or access to the service by other users.
54. You must not transmit or disseminate on the Internet any viruses or worms. You must not transmit or disseminate on the Internet any material that is harassing or threatening or any material that is defamatory. You must not use the Internet or the service for any illegal purpose, transmit information illegally or do any act which is illegal under any law. You must not do anything which will or may constitute an infringement of copyright.
55. You must not make available any information which will or may leave Telligence Pty Ltd liable to any civil or criminal penalty or any claim by any person or which may cause loss or damage to Telligence Pty Ltd or to any person.
56. Telligence Pty Ltd may notify you from time to time of operating rules relating to use of the service. You agree you will observe these rules. Failure to do so will be a breach by you of the Agreement entitling Telligence Pty Ltd to immediately terminate the Agreement and the service.
57. You acknowledge that you will be liable for any damage caused by any breach of this Agreement by you or anyone else using your Web site. You indemnify Telligence Pty Ltd against any claims by any other party arising out of your actions or the actions of someone using your Web site.
58. This indemnity includes, without limitation, claims as a result of the transmission or propagation of any illegal, fraudulent or offensive material by you or another person using your account. The indemnity also includes claims as a result of any use of the service or action which infringes the copyright or other intellectual property rights of any other party.
59. In the event that the client, in allowing Telligence to host its website breaches any law of but not limited to any State or Territory of the Commonwealth of Australia and/or the Commonwealth of Australia, Telligence Pty Ltd may terminate this Agreement without prejudice to the rights of Telligence Pty Ltd to seek one or all of compensation damages indemnities relating to liability incurred as a result of the client’s aforementioned breaches.
FAIR USE, REPUDIATORY CONDUCT AND DISPUTES
60. Telligence Pty Ltd does not apply fixed limits to the amount of support we give to our clients. The client understands that Telligence Pty Ltd must ensure it is able to provide quality service to all its clients, and that no clients should be disadvantaged by the behaviour of others.
61. The client agrees not to engage in excessive contact, which includes but is not limited to:
- Repeatedly asking for assistance with matters outside Telligence Pty Ltd’s control, responsibility, or remit, after Telligence Pty Ltd has advised the client that this is the case, including but not limited to: basic computer assistance, business advice or other technical assistance not related to Telligence Pty Ltd’s services.
- Repeatedly and unreasonably asking for assistance with matters with which Telligence Pty Ltd has previously provided training. The client agrees to endeavour to understand the training they are provided.
- Excessive phone calls or emails to the extent that it has a detrimental impact on our ability to service our other clients.
- Demands for assistance with non-urgent matters outside of Telligence Pty Ltd’s support hours where urgency is determined at the sole discretion of Telligence Pty Ltd.
62. If Telligence Pty Ltd determines that the client is engaging in excessive contact, it will provide written notice to the client of this determination, and the client agrees that Telligence Pty Ltd at its sole discretion may as a result undertake any or all of the following actions:
- Apply a restriction on contact time permitted with the client
- Invoice the client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the client
- Suspend and/or terminate the client’s provision of services, not before a third warning has been given. Warnings may not be given any more frequently than every seven days.
63. Telligence Pty Ltd agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued.
64. The client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to Telligence Pty Ltd within 14 days of the issue of the notice.
65. The client agrees not to engage in repudiatory conduct, which includes but is not limited to:
- Abusive behaviour towards staff, agents, partners or directors of Telligence Pty Ltd, which includes threatening behaviour and/or speech
- Defamation of staff, agents, or directors of Telligence Pty Ltd, or of Telligence Pty Ltd or related businesses
66. The client agrees that in instances of repudiatory conduct, Telligence Pty Ltd is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct.
Payment Terms and Conditions Addendum
Credit Card Payments
By filling out a website acceptance, you are requesting Telligence Incorporating AusTiger Hosting, until further notice in writing, to debit the supplied credit card account, with any amounts Telligence Incorporating AusTiger Hosting may debit or charge you in regards to your account. Telligence only accepts MasterCard and Visa cards. All Credit Card transactions will attract a 1.5% fee.
Direct Debit Payments
1. Debiting your account
1.1 By signing a Direct Debit Request or by providing us with a valid instruction, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request as shown below for the terms of the arrangement between us and you.
1.2 We will only arrange for funds to be debited from your account if we have sent to the email address nominated by you in the Direct Debit Request, a billing advice which specifies the amount payable by you to us and when it is due.
1.3 If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day. If you are unsure about which day your account has or will be debited you should ask your financial institution.
2. Amendments by us
2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.
3. Amendments by you
3.1 You may change*, stop or defer a debit payment, or terminate this agreement by providing us with at least fourteen (14 days) notification by writing to:
Telligence Pty Ltd
14 / 56 Industrial Drive
Mayfield East NSW 2304
arranging it through your own financial institution, which is required to act promptly on your instructions.
*Note: in relation to the above reference to ‘change’, your financial institution may ‘change’ your debit payment only to the extent of advising us Telligence Pty Ltd your new account details.
4. Your obligations
4.1 It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.
4.2 If there are insufficient clear funds in your account to meet a debit payment:
(a) you may be charged a fee and/or interest by your financial institution;
(b) you may also incur fees or charges imposed or incurred by us; and
(c) you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.
4.3 You should check your account statement to verify that the amounts debited from your account are correct
5.1 If you believe that there has been an error in debiting your account, you should notify us directly on (02) 4967 7255 and confirm that notice in writing to email@example.com as soon as possible so that we can resolve your query more quickly. Alternatively you can take it up directly with your financial institution.
5.2 If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging for your financial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your account has been adjusted.
5.3 If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.
6. Accounts You should check:
(a) with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions.
(b) your account details which you have provided to us are correct by checking them against a recent account statement; and
(c) with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.
7.1 We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.
7.2 We will only disclose information that we have about you:
(a) to the extent specifically required by law; or
(b) for the purposes of this agreement (including disclosing information in connection with any query or claim).
8.1 If you wish to notify us in writing about anything relating to this agreement, you should write to
Telligence Pty Ltd
14 / 56 Industrial Drive
Mayfield East NSW 2304
8.2 We will notify you by sending a notice by email to the address you have given us in the Direct Debit Request.
8.3 Any notice will be deemed to have been received on the third banking day after posting.