WWWalker's Terms and Conditions

See also Finance Management | Project Management | Intellectual Property | Outsourcing

  1. If the customer also works for Telstra or other very large companies, we reserve the right not to do the job due to lengthy delays and factors outside our control which adversely affect our cashflow which such companies can bring to bear due to their much longer business cycle (90 to 120 days) which we cannot endure. 30 days is our maximum waiting period for confirmation of a start.

  2. The customer must pay a deposit if they wish to secure our services in the future in answer to a quote from us.

  3. No heavy discounting will be performed though if we can stop losses we may resort to this to close the account. We will not be forced into giving even more discounts if the customer will not pay but will visit them to get the money promptly.

  4. There are no refunds.

  5. We reserve the right to bill the customer within the quoted range (estimate + creep factor).

  6. Deliverables such as technical specifications, installation sheets, manifests and usage guides must be listed at the beginning of a project but if they are not, we will have sufficient power in our project management system to generate them in a basic format on-the-fly.

  7. When doing a quote, we limit the time spent collecting information and consulting to 2 days maximum.

  8. We do not work with companies or individuals who are based in rural areas unless they have a proper business plan and sufficient financial backing due to the high risk from endless delays, slow payment and downward pressure on our prices making us unviable. We do not give credit.

  9. We work as independent contractors. How we implement the solution is entirely up to us, not the customer.

  10. We do not sign service level agreements as we are not a hosting company.

  11. Customers must read, write and speak in plain english, equivalent to a Year 10 high school education or above.

  12. We do not quote unless the entity requesting the quote provides us with paperwork to say who will pay us and the full name, address and contact details of their head office.

  13. Quotes out of left field will not be followed through if there is nothing in writing and no contact details are forwarded via email, post, fax or phone or the customer refuses to return calls or emails.

  14. We reserve the right to communicate with a customer in any way possible to ensure our interests are covered. Issues include invoicing and troubleshooting. A secondary, professional number such as that of the customer's accountant or business partner must be supplied so we can contact the customer should their main number no longer be in service in case of emergencies such as severe cashflow problems. If this fails due to the customer not replying to emails or voice mails or phones are disconnected, we will pay a visit to their office to collect money or communicate.

  15. If contact is lost for extended periods (1-2 weeks) with the customer due to neglect or poor communications by the customer re a new mobile phone number, phone, fax, email or postal address and late fees accrue on our credit cards due to late payment by the customer of outstanding bills, we will charge the customer the bank fees.

  16. We will use phone, mobile, SMS, fax, email or post to contact the customer in a timely fashion re an outstanding job status or progress with a job.

  17. We expect the customer to keep us up to date with contact details in a timely fashion or on request to give up to date information in a timely fashion.

  18. The customer must notify us within 5 days of going into liquidation or going under financially so we can plan our exit strategy, wrap up what we can and finalise the project with remaining funds paid in advance towards completion and minimise further losses by waiting around or doing more than what is necessary to finish with the bare minimum work.

  19. Payment to a third party will be done completely by the customer using their preferred payment method, either credit card or cheque. We will not pay on their behalf. Any management needed will be charged for. No credit is given.

  20. If we are project manager, we will be tightly controlling the specification, timeline and budget. Input from the customer re changing the agenda after it has been signed off will be fed into our project management system. All late changes become maintenance charged at an hourly rate.

  21. We do not tolerate ad hoc development processes but conform all projects to our internal project management system for design and cost control.

  22. Any work over 1 day or 10 hours (whichever comes first) will only be started with a formal contract with timelines, payment schedules and contingency plans embedded in it. If the customer does not do this, we will do it and manage the job from our end.

  23. No further work will be done till arrears are cleared.

  24. No work, part of a project or change will be started till the customer agrees on the details and payment amount. This locks the customer by law into paying for what they agree with us to do for them.

  25. Any changes must be in writing, not verbally, or they will not go into the finished product or be lost in the process if the order gets very frantic and chaotic.

  26. If the customer is run by a committee, no work will be done till the person controlling the purse strings authorizes the work in writing.

  27. We will protect our beliefs and stop the the customer using them to force a confidence trick onto us to get us to do work for free or without due billing and controls.

  28. We will not be brow-beaten because a customer is from the USA. We will not sign any agreement that is draconian.

  29. We do not take threats of legal action seriously unless they are in writing and follow due legal process.

  30. We will use the Sheriff from the relevant Attorney Generals Dept of the Australian State or Territory, if the customer is based in Australia, to find the right location of a registered office so we can seize assets via a writ to pay their outstanding bills to us or get ASIC to follow up and possibly prosecute non-compliance of not updating their registered office or principal business address if the customer is a company under the Corporations Act in Australia.

  31. Overseas work (non-Australia) will be charged in advance via credit card in USD.

  32. We will only quote when a full specification is received. We will only wait up to 4 weeks for this from initial contact. Documentation by the customer or via our project management system includes properly numbered figures and tables, a timeline and milestones to be acceptable.

  33. There is no support for free software except for open source software we have contributed to a project within reasonable limits (maximum 2 hours).

  34. Quotes will be charged for as consulting (knowledge/training/skills) if they extend beyond 2 days.

  35. We build to a budget then to a specification as specifications are often very rubbery and change at the whim of the customer.

  36. If customers consistently delay payment or starting a project, we reserve the right to put on hold their job and pursue other work till they are ready rather than wait around endlessly and go broke.

  37. The plans for the following steps in building a portal must be 90% complete before job starts. We will do prelimary research using our project management system to judge if the job is viable or not.
  38. We do not go head-to-head with other companies to give the customer the lowest possible quote (cut-throat quoting) as it is unviable and puts us under considerable stress for not much benefit.

  39. The customer must give us their company name, industry, year of commencement and location (city and country) before we will give a quote - no blind quotes.

  40. We will not quote for companies in the same industry to avoid helping competitors fight against us, unless it is a complimentary area e.g. software vs hardware or networking.

  41. In the first appointment, we give up to 2 days consulting for free to sort the problem out or plan the project, then start charging on an hourly rate.

  42. For Website customers, the customer must bring a 2 A4 page business plan to the first appointment stating what their Website goals are, sample URLs, their financial position and business experience (bank manager kind of interview to see if the customer is viable or not). A strict timeline for project progress must be agreed to before taking payment to ensure the customer will not drag their feet re information or payment during construction, or attempt to cram too much into the job.

  43. Testing and release will be performed in stages as functions of the product are developed. There will be no big bang development where everything is released at once with tons of bugs in it but incremental development allowing for small changes and improvements along the way. This will require interaction between WWWalker and the client on a regular, say weekly, basis and will not work if the client tries to shovel all the decision making onto WWWalker. If the decisions are left with WWWalker, we will use our best judgement and create our own design for the project with room to adjust it near the end.

  44. If during integration with the customer's software, there are found to be bugs that hold the process up, any time lost will be charged for.

  45. If the software is be maintained by a third party, they must sign a non-disclosure agreement with us before starting. If they don't, we will only provide the customer a CD backup of our work and leave it as 'as is' with no warranty implied.

  46. Email or chat sessions are the preferred means of contact with people outside our immediate area to keep costs down and document conversations.

  47. Software developed is our property and licensed or signed over to the client and protected by under a non-disclosure agreement. We do not release it to be tested until it has passed our own testing first. The customer will have no way of hunting through our code before we have released it as we will only give it to them when it has passed our own tests on our own premises.

  48. We retain the ownership of any code we develop from scratch and license it to the customer for use and modification for themselves only, unless an agreement is signed between both parties where copyright remains with the customer (prior art). This excludes public domain software installed and/or modified by WWWalker Web Development Pty Ltd.

  49. We reserve the right to reuse any code we develop as part of maintaining the existing code of the customer if they agree to licensing the software to continuing development elsewhere.

  50. Licenses expire when WWWalker Web Development Pty Ltd ceases trading. 30 days notice will be given to the licensee of the intention of WWWalker Web Development Pty Ltd to cease trading. Software including updates by 3rd party developers will be removed and data exported into tab-delimited format and migrated to a new system for the customer under maintenance support charged at hourly rates. Ownership remains with WWWalker Web Development Pty Ltd until final payment is made as per written quote. If the customer refuses to reply, we will take it when they no longer use the software that the licence is defunct.

  51. The customer owns content developed e.g. pictures, HTML, PDFs, Word files, look-and-feel. This does not include scripts or database structures unless they are public domain or they have already been developed by another programmer or inhouse and are owned by the customer. In this case, we are licensed to reuse the code we develop on our other projects.

  52. Any music copyright licence taken out on behalf of the customer remains the property of WWWalker Web Development Pty Ltd. Any production of music using that licence will be under the control of WWWalker Web Development Pty Ltd, not the customer.

  53. Customers need to confirm their continuance or cessation with our services at least 30 days in advance. A non-disclosure agreement and licensing agreement needs to be signed to hand-over custom software developed by us to a 3rd party developer. If the customer or 3rd party developer refuses to sign a non-disclosure agreement and licensing agreement, 50% of fees for development will be refunded to the customer, software we developed in our own right removed, public domain software and modifications to public domain software left for free use and data extracted into tab-delimited format and handed over to the customer. Within 30 days of hand-over, procedures and passwords need to be setup for the 3rd party developer or Web designer so they can take over once WWWalker Web Development Pty Ltd is no longer required to maintain the Website.

  54. Hand-over date is determined so that there is less cashflow pressure on WWWalker Web Development Pty Ltd.

  55. If the new Web designer is very demanding of support, we will terminate 6 months into the contract and refund the remaining 6 months. No rush-jobs or harassment by 3rd party Web designers will be tolerated. The 3rd party Web designer must leave us to do our job of managing the backend infrastructure i.e. scripts and hosting services until the end of the contract after which the new developer needs to handle support via the hosting company the client has chosen.

  56. In order to maintain software still under licence to the customer, WWWalker must have FTP access to the code and be given 24 hours' notice if the password is reset to ensure time to backup data. Software licensed from and database structures designed by WWWalker and resident on the customer's server will be backed up by WWWalker before handover or if this is not done by expiry of contract, the customer will organise either themselves, their new 3rd party developer or their hosting company to allow WWWalker FTP access to script files, relevant HTML and SQL servers with database structures of copyright material to WWWalker or email zipped copies of said material to WWWalker in a timely manner or recovery action will be taken through a court of law. Copies made by the customer are for backup purposes. All updates are done from our or a secure 3rd party SVN repository stored separately from the customer's site. We charge an overhead to cover storing and developing the source code away from the customer's site. If the customer refuses to allow access to a live site, we will use our own copy as per SVN repository and all further alterations are outside our control. If no SVN copy is kept, a flash drive, CD or DVD copy is kept as backup.

  57. A non-disclosure agreement will be signed to protect business information of the customer and code developed by us from being passed on to third parties without consent of the other party, or for us not to save or send unlicensed copies to 3rd parties where the customer retains ownership. This does not replace a full contractual agreement. A new non-disclosure agreement must be signed if the company we started the project with is bought out or sold to another company. The earlier agreement is null and void on the signing of the new agreement between the parties. This is to stop a customer chopping and changing business structure without keeping up to date his bookwork re licensing.

  58. If a site has been developed by a previous developer, we expect the customer to give us contact details of the previous developer including email address and phone so we can go through a proper handover process with them and have a chance of reverse engineering the problem and not spending 50% of the time just wading through old code.

  59. A final sign-off will be made when the job is finished to both parties' satisfaction which will give us legal rights to payment and the cessation of development, troubleshooting or support and no avenue for the customer to pressure us for changes thought of or fixing of bugs found after this time. This all comes under maintenance at an hourly rate.

  60. No code, HTML or documentation is handed over to the customer til the final invoice is calculated and paid. Legal action will be taken to recover payment owing if the customer tries to push us around this way.

  61. If a project is cancelled, then any unfinished work will be credited to the customer and the remainder will be owing.

  62. When we tender for jobs, we expect a reply either way within 30 days or our offer lapses.

  63. Prices quoted are for work proposed and are good for 30 days. If there are any changes made before the job is complete, the extra work will be charged at our regular hourly rate based on an agreed upon amount and specifications sorted out in advance of the changes being performed by us or we will use our best judgement to come up with a specification allowing for small changes later.

  64. If a customer is thinking of incorporating using shareholder funds, we will wait till they have their company or partnership formalised before we will start the project.

  65. We do not outsource large projects at all. We have an upper limit on the size of job we will undertake because we are a small operator. We will not take on jobs 'bigger than Ben Hur' because we cannot deliver at that level. We are aimed at small operators with limited or pilot projects, not full-blown humungous sites like Amazon.com. Such huge jobs we will refer to larger companies to do, but not through us.

  66. If a person is acting as an agent for a customer, we will not start work till the customer has formally approached us. This is to keep transactions transparent and stop people passing us off as their staff when we are an external independent company.

  67. We use bookkeeping to manage costs on a job and compare them to a budget and stop rorting by customers who want to get free work done by using 'feature creep' to extend the scope without paying for it. If the customer comes up with more features after the initial specification, they must wait till the rest of the earlier features are implemented, tested and deployed to stop a never ending cycle. No new work is started till old work is completed.

  68. If the customer tries to pay more than is billed we will issue an extra tax invoice promptly to exactly match the amount overpaid. This includes if the customer pays irregular amounts (not an even amount). If this happens we do bookkeeping on behalf of the customer at our expense to stop costs blowing out and start action to wind the job up by issuing the final bill based on our records and suitable internal billing calculations.

  69. If the customer expects a fixed price contract, we will bill for specific features but not give too much information so the customer cannot use our quote to get competing quotes.

  70. We will not be a de facto bookkeeper for the lazy customer except where the knowledge of their financial position is of benefit to us.

  71. If the ATO requests accounting records for a tax audit of our customer, we will provide total payments and fees including GST for the customer's job to the customer's accountant to provide to the ATO, but give no details.

  72. We will not invest in the customer's company by continually writing off cost blowouts but we will cancel the job.

  73. The customer must live within their means and not expect our company to foot the bill for expectations that are not supported by adequate payment on the customer's part.

  74. Payment is strictly 30 days. If payment is not made after 30 days, we will charge a late fee. If necessary and worth it, we will be pursuing payment through the State or Territory and Australian courts for Australian customers. If nothing is recovered, we will close the account. Strict regular invoicing will be carried out to stop delays in payment. If the loss is less than the loss of waiting for repayment, we will write the loss off, otherwise we will pursue them from wherever we are based for months till we get all the money owing. This is true of small companies who struggle to contribute towards excess costs. If the job is a write-off, we will walk away from the job and cease pursuing the customer as we will not make any money and any more resources spent in getting money will be a dead loss for us. Otherwise we will pursue them till the payment is complete and we can close the account.

  75. We do not act as go-between for financial transactions. We are not a tax agent.

  76. We accept payments in the following forms:
  77. If we work with other companies, we will not take on excessive risk. We will not subcontract to companies that cover up cash payments or get out of paying workers compensation.

  78. All contracts must be made using proper paperwork as a record of transaction to cover our backside in case of worker's compensation claims.

  79. We do not act as a silent or submissive partner in deals but act proactively to protect our interests and make sure the contract is viable before we start out.

  80. We bid independently from other companies if there are several companies working together on one project. We do not collude to reduce risk.

  81. If we have setup a script to automate updates to a Website, the user will get a small amount of support from WWWalker to soak up backlog then the organisation's Web contact will take over queries and updates from members including recovering password and the copy and paste of content. The customer then takes over the Web admin work from us. We are a developer, not a secretary.

  82. If we work onsite, the customer must maintain, backup, have a disaster plan in place and adequate documentation for equipment and operating systems or we will charge for lost time and maintain our own duplicate systems to protect from the customer's crashes.

  83. If the customer's equipment and network keeps failing, we will use inhouse emulation or setup a copy of the system on our own servers to avoid having to rely on the customer's servers and network access and cut down costs then install the software developed inhouse on the premises of the customer either onsite or via the Internet when the customer's site and network access are up.

  84. If we are required to live for weeks in another city to work onsite at short notice, the customer must pay us a non-refundable advance upfront to cover basic overheads such as living expenses before we leave our home base in case they try to pay us weeks late to cover themselves from any expenses by waiting to be paid to pay us. This is to stop pressure on us from cashflow shortages due to delays outside our control.

  85. If a DNS record is deleted by us that forwarded a URL to a 'free hosting' arrangement through an ISP, we do not take responsility for blank Websites. The customer must arrange their own new DNS settings and sort the issues out themselves or via a new technician.

  86. If a customer wishes to host a Website or intranet on their own server, they must be IT competent, have an IT support person on staff, hire an IT professional or charge out to us to setup software and gateways if they are in our power and expertise to do so or we will not quote for Web development on that server.

  87. If a customer's server is inaccessible, we will contact the network manager and get them to contact the Network Operations Centre (NOC) to get the route connected. If this leads to lack of communications, we will build a duplicate system and use that to complete job and upload and test the results when the customer's server is up again.

  88. To avoid stalled development jobs due to dodgy hosting companies, we check out the customer before the start of the job to see if they have quality hosting. If the networking subcontractor is extemely tardy, we will use the existing equipment and travel to the customer's premises to fix it ourselves rather than risk waiting for repairs which will hold us back and put pressure on our bottom line. We will also build duplicate systems and upload when their server is up again.

  89. We will not follow customer directions to use untried systems.

  90. We will not give advice on the fly re changing hosting companies or installing new operating systems until we have done our own independent research without pressure on us to achieve.

  91. Third-party hosting will be monitored closely and products, especially unsupported open source products such as DotNetNuke running on Windows ASP.NET, will not be loaded unless they fall within the constraints of size, experience and budget of the customer to stop support blowouts.

  92. If a customer has setup their own Website, we will not support any scripting problems, but will quote us writing new scripts to alleviate the problem.

  93. The customer must pay for a separate domain and hosting for testing if they require a complex Web portal to be changed before loading onto the live site as hacking code to make a test site work on an existing site is too complex and time-consuming with little benefit for our staff. At the handover, software will be integrated from the test site to the live site or will be provided in separate folders for live and test software versions on a CD by post to the customer for the incoming developer to integrate or use.

  94. We refuse to do business with customers that are very demanding and wanting more and more resources which puts our business in danger of going under if we keep giving more to them.

  95. If WWWalker is to share development or maintenance of the software with the customer by allowing the customer to edit the source code, a version control system like SVN must be in place on WWWalker's, the customer's or a 3rd party SVN hosting site to stop overwriting each other's changes to the software. There must be a definite hand-over date so that only one person at a time is working on the Website.

  96. Password control on the server and in the database will be used to stop the customer gaining access to areas that are outside their skill level. Only an IT manager from the customer will be given access to the site with these passwords. Any damage done to the site without adequate backups, version control systems, uninterruptible power supplies (UPSes) or firewalls will be paid for by the customer.

  97. Backup and Disaster Recovery: If the customer's PC or laptop is infected by viruses before or during our use of their equipment to do our job, then any damage created by the virus infection is the reponsibility of the customer and repairs by us on their PC must be paid for. There is no free technical support due to lack of care by the customer to backup or protect their PC from viruses before we start work. To prevent virus damage affecting the job, we will use our own PC and firewalled network to perform duties offsite. If after initial tests a full backup and security check of the customer's PC is required to stabilise the PC and network against viruses, this will be done at the customer's expense before we work onsite. This check and backup may take several hours and will be charged as technical support by us. Prior to working onsite, we will scan at no cost to the customer our own external drives, networks and PCs or 3rd party equipment we are using to ensure there are no viruses. No work will commence until there are no viruses either from us or the customer in the equipment to be used on the job. If any damage is created due to viruses, restoration from backup or original CDs will done. As most customers do not do backups, the best we offer is as near as possible recreation of the original PC. If data has been lost due to lack of adequate backups, that is the best we can offer. People with viruses entering into deals with us must realise their PC may suffer damage from the viruses outside our control and we are not to be held responsible or blackmailed into repairing the infected PC for nothing because we happened unfortunately to be mixed up in the customer's poor security practices for what they see as us corrupting their PC when there is no objective proof of the matter. This is a "bugger's muddle" from the customer's end and we will not be tarnished by the customer's ineptitude. In the case of blackmail over repairs for damage outside our control, we walk away from any further work with such a risky customer and write-off the remainder of the deal as a dead loss.

  98. If an appointment for technical support or consulting is missed by the customer at their premises, we will charge them for travel (1 hour at the hourly rate).

  99. If we are uncontactable via mobile, SMS, phone, fax or email between 9am and 5pm AEST on weekdays re FTP access to a customer's Website, the customer will contact the 3rd party hosting company their site is hosted on and get the password reset themselves.

  100. If WWWalker is to manage the customer's domain, customers will give us registry console login details or forward us via email domain keys and contact code keys sent to them via email by their domain registrar within 48 hours so than we can delegate domains and update domain contact details.

  101. If the customer manages their domain and they choose to change domain registrars, they must notify us within 48 hours of the contact details and domain key of the domain at the new registrar.

  102. If the customer manages their domain, they must regularly clear mailboxes of email addresses that are used for registering domains. If a job is handed over, the customer will be the main contact again for technical support, not WWWalker and we will no longer support that customer's network or DNS settings for them.

  103. While we are technical support for the customer, we will put our contact details down at the customer's domain registrar as the technical contact for all our customers' domains, otherwise it will be reverted to the customer's details. As necessary, we will update the customer's admin and billing addresses for the domains of that customer.

  104. Web design does not include technical support however if not all a year's fees are used, the remainder may be used for technical support. All work is logged with its category so we can plot what is going on in the job despite what was quoted so we can adjust to cost blowouts.

  105. If we are quoted in a book, adequate contact details must be given e.g. a Website, email or mobile phone. In return for the good will, we prefer that the author or editor refer people to us if they enquire about us but if not will rely on Google for marketing to occur. No material from seminars or courses conducted by us may be used without our express permission. Small excerpts (less than 10% of the work) may be used if they are for educational or research purposes.

  106. We retain copyright and reserve all rights for all content we develop that involves intellectual property e.g. software, patents, technological inventions, seminal articles, unless someone has done the blue-print and we are just building to their plan or we sign over the copyright to a publisher for public use or allow reprinting of copyright material for no fee to the reader if for the industry good or very old.

  107. We are against plagiarism or living off our work for no charge and demand credit for our work. This covers works by our staff or directors who may also claim their own protection separately under copyright law if it is done before the formation of WWWalker Web Development Pty Ltd on 4/8/1999. Staff or directors may or may not give ownership of their works to WWWalker Web Development Pty Ltd depending on the scope of the project and the reuse possibilities after WWWalker Web Development Pty Ltd ceases trading. Staff or directors may not wilfully give copyright materials to a competitor but may keep or be given copyright by the directors if it is for their own use or for work as a sole trader.

  108. We reserve the right to write off losses and cease working with risky customers.

WWWalker Web Development Pty Ltd
ACN 088 959 086
ABN 34 088 959 086.

Created: 15 Nov 2002 9:03
Last Updated: 30 Oct 2008 18:02

WWWalker Web Development Introduction