Terms and Conditions

 

Read the following carefully, as employing Top Left Designs for any service implies that you have read and accepted our Terms and Conditions.

Please carefully read, review and be sure you understand our Terms and Conditions prior to employing Top Left Designs in any way.

Top Left Designs reserves the right to change or modify current Terms and Conditions with no prior notice. Changes to Terms and Conditions will be updated to this page. It is recommended that you regularly review this page.

1. ENGAGEMENT

(a) You may engage us to carry out a Project for you by:

  • Signing and returning a Purchase Order to us;
  • Accepting a Quote in writing; or
  • Giving us written, emailed or verbal authorisation to commence a Project.

(b) Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

2. HOURS OF SERVICE

(a) All support activity is carried out between 9:00am and 5:00pm (EST), Monday to Friday excluding public holidays and office closures times for standard Australia public holidays and the Christmas / New Year closure periods.

(b) After hours contact and services are available on request or in the case of an emergency and subject to additional fees as follows;

  • Saturday Work: 1.5 x Professional Rate plus GST or other applicable taxes.
  • Sunday or Public Holiday Work: 2 x Professional Rate plus GST or other applicable taxes.

3. QUOTES AND ESTIMATES

(a) If we provide, or have provided, you with a Quote for the Project, then that Quote:

  • Is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
  • Does not include GST; and
  • Is valid for a period of 30 days from the date we issue the Quote.

(b) Acceptance in writing via email, acceptance online via the quoting portal and or payment of a deposit or engagement invoice is considered acceptance of the quote.

(c) When you accept a project proposal, quote or estimate for project work to be completed by Top Left Designs, you are also agreeing to our terms and conditions.

4. PRICE, PAYMENT & INCREASES

(a) At Top Left Designs' sole discretion the Price shall be either:

  • Top Left Designs' quoted Price (subject to clause 3.2) which shall be binding for thirty (30) days.
  • If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.

(b) Top Left Designs reserves the right to change the Price in the event of a variation to Top Left Designs' quotation.

(c) At Top Left Designs' sole discretion a non-refundable deposit may be required on project work to be completed. The standard deposit will be no less than 40% of the quoted fee.

(d) At Top Left Designs' sole discretion:

  • payment in full or part may be required prior to commencement
  • payment shall be due on delivery of the goods/service, or
  • payment for approved Clients shall be made by instalments in accordance with Top Left Designs' payment schedule.

(e) Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days from the date of the invoice.

(f) Payment can be made by credit card, Paypal, or by direct deposit, or by any other method as agreed to between the Client and Top Left Designs.

(g) For subscription services, including maintenance programs, email marketing, extension and connector subscriptions, an annual fee increase of 5% of the fee is applicable on the commencement of the second year and will increase at the same % on the anniversary of each year thereafter.

(h) An annual review of the Professional Rates is conducted and where applicable is takes effect at the beginning of each new financial year (1 July).  Notification of any increase in rates is provided in writing 30 days prior.

5. GST

(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.

(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

6. DEFAULT & CONSEQUENCES OF DEFAULT

(a) If any account remains overdue after seven (7) days, a fee of $10 (to cover administrative expenses and not as a penalty) may be charged per reminder for overdue payment submitted to the Client. Top Left Designs shall be entitled to submit such reminders on a weekly basis once the fees have become overdue.

(b) In the event of overdue payment, interest shall accrue on the invoice amount at the rate of 2.5 percent per calendar month and such interest shall compound monthly.

(c) Late payment shall be considered as constituting a material breach of the Contract entitling Top Left Designs (at its discretion) to suspend or cancel services and assert the usual remedies for breach.

(d) Top Left Designs expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.

7. SUSPENSION AND OR CANCELLATION OF SERVICES

(a) Top Left Designs reserves the right to suspend/cancel any or all services provided in any case where the Client fails to perform their obligations under this and any associated agreements. Top Left Designs reserves the right to suspend/cancel any or all services provided to you, if:–

  • You have any outstanding invoices or accounts where an amount payable is overdue by more than 7 days;
  • Your account is in dispute or the subject of a dispute resolution procedure, court order, judgment, finding or determination;
  • If you have made no contact with Top Left Designs office for a period of more than 1 month after the project and or any design work has commenced.
  • You fail to comply with any provision of these terms and conditions or any other policy, directive or requirement notified to you by Top Left Designs.

(b) Where possible, Top Left Designs may be able to reinstate a project after suspension of services, this will incur costs and Top Left Designs reserves the right to requote the entire project. These Additional Costs may be based upon a percentage of the original Quote, interest and administration of any overdue payments and or a retrieval fee.

(c) In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties. Furthermore, Top Left Designs will not refund ( in part or in whole) any deposits received for the commencement of work, under any circumstances unless agreed firstly in writing by Top Left Designs.

(d) Top Left Designs reserves the right to keep all funds from the deposit if work on a job has commenced and is terminated by either party. Top Left Designs shall not be liable for any loss or damage whatever arising from such cancellation.

 

(e) Should the client delay the project with no contact for 14 days, a project restart fee will be charged on re-commencement. The project restart fee is 10% of the total project investment. All other invoices payments will still apply.

(f) If a client has not provided Top Left Designs with required approvals, feedback, payment or content (copy, hosting information, pictures, etcetera) for any 14 day period after a request has been initially made, Top Left Designs at its sole discretion may consider the project abandoned. All incomplete work will remain the property of Top Left Designs and any paid fees or deposits made are non-refundable. Client’s wishing to restart an abandoned project will be subject to a restart fee at 15% based on the total project estimate (not to exceed $1,000). The project work will recommence subject to availability of Top Left Designs resources.

 

8. Professional Liability

(a) If you are not a Consumer:

  • Our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;
  • The maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time, less any amounts already paid out or due to be paid out by us to you for any reason; and
  • We are not liable for any
    • Indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or
    • Payment of liquidated sums, penalties or damages under any agreement sustained by you or any other
    • Person arising from or in connection with the Project or this agreement;
    • Loss you suffer or incur by in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party; or
    • Loss you suffer or incur due to factors outside our reasonable control.

(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):

  • In relation to goods:
    • Replacing the goods or supplying equivalent goods (or paying the cost of either); or
    • Repairing the goods, or paying the cost of having the goods repaired;
  • In relation to services:
    • Resupplying the services to you; or
    • Paying the cost of having the services resupplied.

(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.

(d) Paragraphs (b) and (c) do not apply:

  • In relation to a Title Guarantee;
  • To the extent that it is not Fair or Reasonable for us to rely on them; or
  • In relation to Consumer Goods or Consumer Services we supply to you.

(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.

9. COPYRIGHT

(a) Top Left Designs retains the right to display work created by our studio in our portfolio, and for the purpose of marketing or advertising our services on or offline.

(b) All work supplied by Top Left Designs is believed to constitute original work, and is prepared in good faith that it does not infringe the rights of any other party. Top Left Designs cannot provide an absolute guarantee that any specific works do not infringe upon existing third-party rights, inadvertently, by coincidence or otherwise.

(c) Top Left Designs is unable to guarantee that any work supplied to the Client is suitable for any particular purpose and would strongly recommend that the Client conduct relevant research prior to the approval of any prepared work.

(d) All preliminary work and materials produced by Top Left Designs for the purposes of developing any work remain the sole property of Top Left Designs (excluding and incorporated materials supplied by the Client). Any unauthorised usage of materials produced by Top Left Designs will be actively pursued through legal channels.

(e) By approving any final work whether verbally or in writing, the Client assumes the responsibility for the subsequent usage of the chosen work. Top Left Designs retains the right to re-use any original material that does not form part of any final approved work.

(f) The Client agrees that they may not claim to be the designer or showcase Top Left Designs' work in their portfolio and claim it to be their own.

(g) Top Left Designs cannot take responsibility for any copyright or privacy infringements caused by materials submitted by the Client and may refuse use of any such material unless proof of permission is provided.

(h) Any design, copyrighting, drawing, illustration, concept or code created for the Client by Top Left Designs, is licensed to the client on a one-time only basis and may not be modified, re-used or re-distributed in any way or form without the express written consent of Top Left Designs. In the event of multiple proposed designs being submitted to you the client for selection, the one design selected is deemed by Top Left Designs as fulfilling the contract. All other designs remain the property of Top Left Designs.

10. TITLE

(a) Until full payment has been received by Top Left Designs, the title to all products shall remain vested in Top Left Designs and shall not pass to the client.

11. WARRANTY

(a) Top Left Designs warrants that if any defect in any workmanship of the services provided by Top Left Designs becomes apparent and is reported to Top Left Designs within 28 days of the date of delivery (time being of the essence) then Top Left Designs will either (at Top Left Designs' sole discretion) replace or remedy the workmanship.

(b) The conditions applicable to the warranty given by clause are:

  • the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
  • failure on the part of the Client to properly maintain any Goods; or
  • failure on the part of the Client to properly maintain
  • failure on the part of the Client to follow any instructions or guidelines provided by Top Left Designs; or
  • any use of any Goods otherwise than for any application specified on a quote or order form; or
  • the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
  • fair wear and tear, any accident or act of God.

(c) the warranty shall cease and Top Left Designs shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Top Left Designs' consent.

(d) in respect of all claims Top Left Designs shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.

(e) All website projects delivered by Top Left Designs are covered by a 28 day warranty period.  Details found at /legal/terms-and-conditions#handover-warranty-and-disclaimer

12. CLIENT DISCLAIMER

(a) The Client hereby disclaims any right to rescind, or cancel any contract with Top Left Designs or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Top Left Designs and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgement.

13. DISPUTES

(a) We will promptly notify each other in writing of any dispute in connection with our Agreement.

(b) Upon the written notification of a dispute, the client and Top Left Designs shall use our best endeavours to resolve the dispute in good faith, and expeditiously.

(c) If the dispute has still not been resolved within 10 Business Days, the client and Top Left Designs will use our best endeavours in good faith to within a further 5 Business Days agree upon an alternative dispute resolution process (such as mediation, arbitration, conciliation, or expert determination) to resolve the dispute, and shall in good faith implement that alternative dispute resolution process.

(d) Neither the client nor Top Left Designs may commence legal proceedings against the other until the client and Top Left Designs have complied with the above dispute clauses.

14. GENERAL

(a) If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

(b) Top Left Designs shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Top Left Designs of these terms and conditions.

(c) In the event of any breach of this contract by Top Left Designs the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

(d) The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by Top Left Designs.

(e) Top Left Designs may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

(f) Top Left Designs reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Top Left Designs updates this page.

(g) Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

(h) The failure by Top Left Designs to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Top Left Designs‘s right to subsequently enforce that provision.

15. GOVERNING LAW

(a) Our Agreement is governed by and to be construed according to the law of Queensland.

(b) You and We irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

16. Interpretation

In this agreement:

(a) A reference to “this agreement ” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);

(b) Headings and bold type are for convenience only and do not affect the interpretation of these terms;

(c) The singular includes the plural and the plural includes the singular;

(d) Words of any gender include all genders;

(e) Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;

(f) An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;

(g) A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;

(h) A reference to a party to a document includes that party’s successors and permitted assignees;

(i) A promise on the part of 2 or more persons binds them jointly and severally;

(j) No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

(k) Specifying anything in this agreement after the words “include ” or “for example ” or similar expressions does not limit what else is included.

17. DEFINITION

Top Left Designs shall meanEvoka Pty Ltd Pty Ltd its successors and assigns or any person acting on behalf of and with the authority of Evoka Pty Ltd.

Client shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other forms as provided by Top Left Designs to the Client.

Guarantor means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

Goods shall mean Goods supplied by Top Left Designs to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by Top Left Designs to the Client.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

Project means, in relation to any work that we do for you:

(a) the project described in a Purchase Order;

(b) if there is no Purchase Order, the project described in a Quote;

(c) if there is no Quote, then the project described in the Specifications; or

(d) if there are no Specifications, then the work that you have asked us to do.

Project Intellectual Property means designs, artwork, software and materials provided to you in the course of the Project, and any other Intellectual Property Rights created in the course of the Project, but does not include:

(a) any Open Source Content Management System and other third parties;

(b) the Website Tools (except to the extent that we have modified them); or

(c) Client Content.

Price shall mean the price payable for the Goods as agreed between Top Left Designs and the Client in accordance with clause 3 of this contract.

Professional Rates means the fees set out for an individual project or ongoing rates for service.

Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.

Schedule of Fees means the professional services rates agreed to for an individual project or ongoing rates for service.

SEO means Search Engine Optimisation – the art and science of increasing the visibility of web pages in searches using search engines on the web.

Services means all Services supplied by Top Left Designs to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

Social Media means web-based tools such as Facebook, LinkedIn, Twitter…

Support means the supply of paid support services to assist in the management; maintenance; training for; and repair of a Top Left Designs supplied/built/maintained solution.

Website means the website that we develop for you.

18. PRODUCT AND SERVICE SPECIFIC TERMS AND CONDITIONS 

(a) Additional terms and conditions relevant to specific products and services are to be read and agreed to in conjunction with these terms and conditions.

(b) All additional terms and conditions can be found on the website /legal/terms-and-conditions

19. CUSTOMER AGREES

(a) The Customer has read and understood these terms and agrees to be bound by same.

 

 

The following terms and conditions relate to the provision of web services. These terms and conditions are to be read in conjunction with the GENERAL TERMS AND CONDITIONS OF TRADE.

Read the following carefully, as employing Top Left Designs for any service implies that you have read and accepted our Terms and Conditions.

Please carefully read, review and be sure you understand our Terms and Conditions prior to employing Top Left Designs in any way.

Top Left Designs reserves the right to change or modify current Terms and Conditions with no prior notice. Changes to Terms and Conditions will be updated to this page. It is recommended that you regularly review this page.

1. SERVICES

(a) The Services that we provide to you may include some or all of the following:

  • website consultancy and planning, as described in clause 6;
  • website design, as described in clause 7;
  • website development and uploading of content, as described in clause 8;
  • website modification, as described in clause 9;
  • the provision of Website Tools as described in clause 10;
  • website extensions as described in clause 11;
  • browser optimisation as described in clause 12;
  • hosting services as described in clause 13;
  • SEO as described in clause 14
  • training, as described in clause 15;
  • post-implementation warranty as described in clause 16;
  • support and maintenance, as described in clause 17;
  • website archive and retrieval, as described in clause 18.

(b) You acknowledge that websites and other electronic serves are subject to interruption or breakdown, and therefore:

  • the Services will not be error-free or uninterrupted; and
  • your access to the Website and the operation of the Website will not be error-free or uninterrupted.

2. CONTENT AND MATERIALS SUPPLIED BY YOU

(a) You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request.

(b) You must supply all Client Content in the following digital formats/methods:

  • Text/Copy: Microsoft Word or Rich Text (Clearly labelled and in correct order) or as otherwise directed;
  • Tables: Microsoft Excel (Clearly labelled and in correct order);
  • Images: High-resolution where possible (JPEG, PNG files);
  • Logos: Vector format (Illustrator EPS/AI);
  • Diagrams/Maps: Vector format (AI) or (JPEG files);
  • if required, access to your current website and database via ftp and/or CMS/Hosting Control Panel login, domain registrar username and password and DNS access if different to the domain.
  • Brand Style guidelines (if applicable).

(c) We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.

(d) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:

  • breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
  • compromise the security or operation of our computer systems, through a virus or otherwise.

(e) You indemnify, and agree to keep Top Left Designs, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

3. IMAGES AND PHOTOGRAPHY

(a) The Fees do not include any searches or purchases of photo images, images, audio or video.

(b) Placement holder stock images are used during the creative and design phase.  These are only examples.

(c) Correct images are to be supplied by the client.   Unless otherwise specified all images, photographs and graphics are to be supplied in standard .jpeg or .png.  Each image must be web optimised (RGB 72dpi and preferably under 2mb)

(d) Stock images can be sourced and recommended by Top Left Designs' Creative team $25 per image.  Note this does not include the purchase of any images.

(e) Stock images can be purchased by Top Left Designs at cost plus 25% (average image cost between $20 – $40)

(f) Image cropping and optimising for web can be delivered by Top Left Designs at $10 per image

(g) Image corrective retouching for web placement can be delivered by Top Left Designs at $50 per image

(h) Detailed image retouching and or animation is not included, but can be quoted at any time during the design and development process.

(i) Product image optimisation for website is $5 per image (minimum 10 images).  This does not include cropping and is based on  the image file being supplied as batched for correct orientation (portrait or landscape).

4. YOUR APPROVAL

(a) Your approval will be required for the following items that we deliver to you (Approval Item):

  • the website brief;
  • the sitemap;
  • the website design concepts;
  • each updated version of the chosen website design concept;
  • the completed Website including uploaded content; and
  • any other item for which we request your approval.

(b) It is the client's responsibility for proofing all artwork and content thoroughly. Top Left Designs accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production.

(c) When we provide you with any Approval Item, and you do not request any further alterations, then you must notify us in writing that you accept the completed Approval Item.

(d) You will be deemed to have accepted the completed Approval Item if we do not receive from you, within 14 days after providing you with a completed Approval item, either notice in writing of acceptance or requests for further amendments.

(e) Your acceptance of the completed Approval Item means that the Approval Item is complete, and no further amendments are necessary. However, we will not proceed to the next stage of the Project until we receive your written approval of the Approval Item. There may be added cost in having to reschedule projects, staff or facilitate continuance. If unable to perform continuance, the client will have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.

 

5. SCHEDULING, PRODUCTION AND PROJECT MANAGEMENT

(a) If we consider it to be necessary, we will develop a Production Schedule for the Project in consultation with you. We will use reasonable commercial endeavors to carry out the Project in accordance with that timetable.

(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:

  • a change in the delivery deadline set out in the Production Schedule; or
  • if the delivery deadline cannot be changed, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

6. WEBSITE CONSULTANCY AND PLANNING

Our website consultancy and planning services may include:

(a) discussing and developing options for your online marketing, search engine optimisation and social media strategy;

(b) planning and developing a site map, information architecture and project management.

7. WEBSITE DESIGN

(a) Our website design services may include:

  • delivery of website design concepts; and
  • a “fair” and “reasonable” set number of rounds of changes (2 rounds) during its website design phase. Any extra changes required by you may incur additional costs and such extra changes can be purchased during the sales process.

(b) If you request further alterations, or the addition of new information, after the second updated version, resulting in any further updated versions of the website design concept being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.

(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

8. DEVELOPMENT AND UPLOADING OF CONTENT

(a) Our website development services include developing a website based on the Specifications, the approved website brief, sitemap and final version of the website design concept.

(b) Our website services may also include uploading and styling/layout of the Client Content to the developed website. If applicable we will complete a specified number of standard pages of the website. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) A Content Management System (CMS) will be provided with the website. Our standard projects are developed on the Adobe Business Catalyst CMS platform – unless otherwise specified.

(d) If we carry out any customisation work for you on the Content Management System or build any extensions for you, then:

  • the work will be charged as Additional Costs at our then current Professional Rates;
  • the customisation or extension remains licensed under the following terms and conditions: /legal/terms-and-conditions#end-user-license-agreement or;
  • you accept and must comply with those terms and conditions in relation to your use of the customisation or extension.

(e) You acknowledge that the Content Management System and some of its extensions are provided by third parties, and therefore:

  • we have limited control over the functionality or operation of the Content Management System and any third party extensions;
  • Top Left Designs is an Adobe Business Catalyst Premium Partner however, we are not endorsed by Adobe Systems Inc.
  • Each extension usually has it’s license or Terms and Conditions as a link or text inside the control for that extension in each client's website administration interface.

(f) A Standard Page is: up to 300 words; up to 3 images; and up to one implementation of any tabular data.

9. WEBSITE MODIFICATIONS

(a) Our website modification services consist of modifying your website based on the specifications or a brief.

(b) Unless otherwise specified, the Fees for website modification do not include any provision for training or post-implementation support.

(c) All amends and updates are completed as a draft version until approved by the client whereupon they are pushed to the live.

(f) No work is delivered directly to a live site unless it is of minor nature.

10. BROWSER OPTIMISATION

(a) Top Left Designs will make every effort to ensure websites are designed to be viewed by the majority of visitors.

(b) All our websites are optimised for the most current web browsers available at the time a website project is ‘site ready’ which means your site is located on your server. This includes Mac, Windows and mobile browsers.

(c) You understand that we cannot guarantee correct functionality with all browser software across different operating systems.

(d) If you require the website to comply with other browsers or versions of a browser this may not be possible. If possible an additional cost will be applicable and discussed prior to commencement.

11. WEB HOSTING

(a) Websites built by Top Left Designs under the Adobe Business Catalyst CMS platform are inclusive of all hosting and we would refer client's to the Terms and Conditions of Adobe Systems Inc

(b) The Domain registrar username and password, DNS access if different to the domain must be made available by the client prior to commencing the migration.

(c) All Business Catalyst websites must be hosted under one of the hosting plans offered by Adobe Business Catalyst and the client will be required to pay for such hosting by credit card on a monthly or yearly basis either directly to Top Left Designs or to Adobe Business Catalyst.

14. SEO SERVICES

(a) Unless otherwise agreed, Top Left Designs will deliver a web project complete with a Basic SEO setup to enable the customer to activate an SEO program. This includes a site map, Google analytics account, meta description and page title for homepage, 404, favicon.

(b) The Basic SEO setup is not an SEO program or strategy. Top Left Designs is able to provide advanced SEO services.

(c) We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.

(d) The Customer acknowledges that Top Left Designs makes no warranty that a search engine optimisation will lead to or improve any increase in sales, profits or any other form of improvement for the Customer’s business or any other purpose.

15. TRAINING

(a) The Fees for website development include training sessions of two hours for a maximum of four people per session. During these training sessions, we will provide information to attendees about using the Content Management System to upload content to the Website. Training sessions will be conducted online via a TeamViewer or similar application.

(b) If additional training sessions are required, or you wish to have additional attendees at a training session, the additional attendees and sessions will be charged as Additional Costs at our then current Professional Rates.

16. POST – IMPLEMENTATION WARRANTY (28 DAYS)

(a) The Fees for website development include the provision of a limited warranty for a period of 28 days following website launch or deemed ‘ready’.

(b)  Top Left Designs' post implementation warranty can be located at /legal/terms-and-conditions#handover-warranty-and-disclaimer

17. SUPPORT AND MAINTENANCE

(a) The Fees for website development include the provision of a limited warranty for a period of 28 days following website launch or deemed ‘ready’ located at /legal/terms-and-conditions#handover-warranty-and-disclaimer

(b) We strongly recommend that websites are serviced, maintained and backed up on a regular basis and a full backup is always made before making any software updates.

(c) Top Left Designs does not hold copies of websites for the purpose of support, maintenance, security or backups.

(d) Post the 28 day warranty, support and maintenance services are available as a pre-paid service.  For support and maintenance credit bundles please refer to /legal/terms-and-conditions#support-and-maintenance

(e) Website support is limited to websites built by Top Left Designs.

18. ARCHIVING / RETRIEVAL

(a) The clients is responsible for maintaining their own backups with respect to the website and we will not be liable for restoring any client data or client websites.

(b) We will endeavour to store or archive all electronic files used in the production of your website project. However, we provide no guarantee that any stored or archived files can be retrieved in the future.

(c) Once your website is launched, archiving of the files and database and copies of these files becomes the responsibility of the client.

19. DISBURSEMENTS

(a) Disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs.

20. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

(a) Until full payment has been received by Top Left Designs the title to all products shall remain vested in Top Left Designs and shall not pass to the client.

(b) When a website project is completed including acceptance tests and full payment made,  Top Left Designs will Handover the website project to the Customer on the terms contained /legal/terms-and-conditions#handover-warranty-and-disclaimer

(c) Top Left Designs will grant a perpetual, irrevocable, non-exclusive, royalty-free license to:

  • use the website project in the form provided by Top Left Designs and for the purpose of the publication of the website project on the internet; and
  • sub-license the right for users to access and use Top Left Designs Software as part of the website project.

(d) The supply of raw / editable files is at the discretion of Top Left Designs. Additional Costs will be based upon a percentage of the original Quote or a retrieval and release fee.

(e) Commercial fonts remain the property of Top Left Designs, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.

(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.

(g) Client agree to carry the Top Left Designs logo or ‘Developed by Top Left Designs’ text hyperlink in or under the website footer.

 21. PRODUCT AND SERVICE ADDITIONAL TERMS AND CONDITIONS

(a) Trade terms and conditions and additional terms and conditions relevant to specific products and services are to be read and agreed to in conjunction with these terms and conditions.

(b) All additional terms and conditions can be found on the website /legal/terms-and-conditions

 22. CUSTOMER AGREES

(a) The Customer has read and understood these terms and agrees to be bound by same.

The following terms and conditions relate to the provision of design and brand services. These terms and conditions are to be read in conjunction with the GENERAL TERMS AND CONDITIONS OF TRADE.

Read the following carefully, as employing Top Left Designs for any service implies that you have read and accepted our Terms and Conditions.

Please carefully read, review and be sure you understand our Terms and Conditions prior to employing Top Left Designs in any way.

Top Left Designs reserves the right to change or modify current Terms and Conditions with no prior notice. Changes to Terms and Conditions will be updated to this page. It is recommended that you regularly review this page.

1. CONTENT AND MATERIALS SUPPLIED BY YOU

(a) You must supply to us all content & images you want us to use in the Project, and all other content and materials we reasonably request (Client Content). You must supply all Client Content at or before the commencement of the Project.

(b) You must supply all Client Content in the following digital formats:

  • Text/Tables/Copy: Microsoft Word or Microsoft Excel (in correct order);
  • Images: High resolution (300dpi TIFF or JPEG files);
  • Logos: Vector format (Illustrator EPS/AI)
  • Diagrams/Maps: Vector format (Illustrator EPS/AI). We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.

(c) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:

  • Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
  • Compromise the security or operation of our computer systems, through a virus or otherwise.

(d) You indemnify, and agree to keep Top Left Designs, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

2. PURCHASE OF IMAGES

(a) The Fees do not include any searches or purchases of photo images, audio or video.

(b) You can purchase images directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.

3. SCHEDULING AND PRODUCTION

(a) If we consider it to be necessary, we will develop production schedules for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with those production schedules.

(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:

  • The delivery deadline changing; or
  • If the delivery deadline cannot be moved, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

4. CORRECTIONS AND ALTERATIONS

(a) The Fees include provision for two sets of alterations by you to the artwork drafts we provide, which will result in us supplying two complete artwork drafts back to you.

(b) If you request further alterations, or the addition of new information after the second draft, resulting in any further drafts being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.

(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

5. SIGN-OFF

(a) When we provide you with complete artwork drafts, and you do not request any further alterations, then you must notify us in writing that you accept the completed work.

(b) You will be deemed to have accepted the completed work if we do not receive from you, within [14] days after providing you with a completed artwork draft, either notice in writing of acceptance or requests for further amendments.

(c) Your acceptance of the artwork in accordance with paragraph (a) or (b) means that the Project is complete, and no further amendments are necessary.

6. ARCHIVING / RETRIEVAL

We will endeavour to store or archive all electronic files. However, we provide no guarantee that any stored or archived file scan be retrieved in the future.

7. COURIERS AND DISBURSEMENTS

Couriers and disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to, couriers, colour and mono copies, binding, presentation folders, laminating etc.

8. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

(a) All Artwork, and all other designs, artwork and materials used in the design and production of goods or works in the course of the Project, remain our property. All Intellectual Property Rights in them and any other Intellectual Property Rights created in the course of the Project vest in, or will upon their creation vest in, Top Left Designs.

(b) We grant you a non-transferable, non-exclusive licence to use and reproduce the Artwork, subject to the restrictions set out in paragraph (c).

(c) You must not, without our prior written permission:

  • Modify or vary the Artwork in any way;
  • Adapt, create derivative works from or merge the Artwork;
  • Use the Artwork for any purpose other than the specific purpose or campaign for which we have provided it;
  • Reverse engineer, disassemble or decompile the Artwork;
  • Distribute, lend, resell, transfer, assign or sub-licence the Artwork, or allow any other person to use it; and
  • Remove or attempt to remove any proprietary or copyright notices or any labels on the Artwork.

(d) If you want to modify or adapt the Artwork or use it for purposes other than the original purpose for which we provided it, then you must purchase from us the raw/editable files for the Artwork. The supply of raw/editable files is at our discretion. If you request, and we agree to supply raw/editable files, you must pay Additional Costs to us for those raw/editable files as we advise. These Additional Costs may be based upon a percentage of the original Quote or a retrieval and release fee.

(e) Type fonts remain the property of Top Left Designs or its licensors at all times and are governed under licensing restrictions and rules.

(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.

9. PRODUCT AND SERVICE ADDITIONAL TERMS AND CONDITIONS 

(a) Trade terms and conditions and additional terms and conditions relevant to specific products and services are to be read and agreed to in conjunction with these terms and conditions.

(b) All additional terms and conditions can be found on the website /legal/terms-and-conditions

10. CUSTOMER AGREES

(a) The Customer has read and understood these terms and agrees to be bound by same.

The following are the terms and conditions for the ‘handover’ of the project including passing the title and responsibility.

The Customer has engaged the services of Evoka Pty Ltd t/a Top Left Designs ACN 132 125 298 (“Top Left Designs”), for the development of a website project based on the Customer Material and scope the terms of which are contained in the Agreement.

A.   The website project is completed and acceptance tests have been completed. Top Left Designs will handover the website project to the Customer on the terms contained herein.

B.   In consideration of Top Left Designs assigning to the Customer all existing Intellectual Property Rights in the website project including the design and content, the Customer agrees to and accepts these terms.

C.   The Customer has read and understood these terms and agrees to be bound by same.


IT IS AGREED

1. DEFINITIONS AND INTERPRETATION

‘Agreement’ means the Agreement entered into for the development of the website project.

‘Acceptance Tests’ means the acceptance tests of the completed website project have been undertaken by the Customer and approval given by the Customer to locate the website project on the customer's server as ‘ready’.

‘Customer Material’ means all content and information and material provided to Top Left Designs by the Customer for the purpose of Top Left Designs delivering the website project.

‘Handover’ means the process of passing title and responsibility of the website project from Top Left Designs to the Customer.

‘Intellectual Property Rights’ means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

‘Service Fee’ means the fee charged by Top Left Designs for the development of the website project.

‘Ready’ means the website project has passed acceptance testing and is located on the Customer’s server.

‘Software Bug’ means an error, flaw, mistake, failure, or fault in the website that produces an incorrect or unexpected result, or causes it to behave in an unintended way.

‘Support Services’ means services provided by Top Left Designs to the Customer once the website project is Ready for a period of 28 days which are:

(a) for the first 14 days from Handover, Software Bugs on the website project are treated as a priority and scheduled for investigation by Top Left Designs which occurs one working day from when the Customer reports the error to Top Left Designs; and

(b) for a further period of 14 days, Software Bugs on the website project are scheduled for investigation within four working days from date on which the Customer reports the error to Top Left Designs.

(c) The Support Services do not include upgrades to the website project.


In consideration of the initial payment of the Service Fee, Top Left Designs has developed the website project for the Customer in accordance with the Agreement.

Upon payment of the balance of the Service Fee, Top Left Designs will Handover the website project.

2 PAYMENT

2.1 The Customer will pay the balance of the Service Fee prior to Handover.

3 ACCEPTANCE TESTING

3.1 Both Top Left Designs and the Customer have performed the Acceptance Tests.

4 SUPPORT SERVICES

4.1 Top Left Designs will provide the Support Services to the Customer for a period of 28 days immediately after the website project is deemed ‘Ready’ at no charge to the Customer.

5 INTELLECTUAL PROPERTY

5.1 In consideration of Top Left Designs assigning to the Customer all existing Intellectual Property Rights of the website project including the design and content, the Customer agrees to and accepts the terms contained herein.

5.2 Top Left Designs grants to the Customer a perpetual, irrevocable, non-exclusive, royalty-free license to:

(a) use the website project in the form provided by Top Left Designs and for the purpose of the publication of the website project on the internet; and

(b) sublicense the right for users to access and use Top Left Designs Software as part of the website project.6

6. WARRANTIES

6.1 The Customer warrants that it has obtained all licenses and assignment in writing necessary for the supply of any content and/or customer material for the website including supply of content through any third party.

6.2 To the fullest extent permitted by law, Top Left Designs makes no representation or gives no warranty in respect of the development of the website project except that it has developed the website project with reasonable skill and care in accordance with the Agreement and that at Handover, the website project will not contain any Software Bugs or malicious code viruses.

6.3 Nothing in this agreement is to be read as excluding, restricting or modifying the application of any legislation (including any provision of the Competition and Consumer Act 2010) (Cth) which by law cannot be excluded, restricted or modified.

6.4 To the extent permitted by law, Top Left Designs expressly disclaims all implied warranties and conditions.

6.5 To the extent permitted by law and except as expressly provided to the contrary in the Agreement, Top Left Designs will not be liable (whether in contract, tort or otherwise) to the other party for any loss of profits or indirect, consequential, incidental, special, exemplary or punitive loss or damage which may be incurred or sustained by the Customer arising from the performance or non-performance of obligations hereunder or in the Agreement.

6.6 Top Left Designs’ total liability to the Customer for breach of the warranty given under clause 2 or other provision of the Agreement is limited to the cost of the website project as quoted and agreed at commencement.

6.7   At Handover, Top Left Designs relinquishes all of its obligations in relation to maintaining, managing and updating the website project and the Customer accepts all responsibility for the Website, its operations, content, security, hosting, domain name ownership and renewals, platform plugin renewals, PCI compliance (If applicable) and SSL Certificates from Handover.

7 CUSTOMER AGREES

7.1     The Customer has read and understood these terms and agrees to be bound by same.

By purchasing any product or service from the Top Left Designs you agree to the following:

This license agreement (hereinafter Agreement) is an agreement between you (the person or company who is being licensed to use the Software or Documentation) and Top Left Designs (hereinafter We/us/our). The Agreement applies to all products/software/scripts/services you purchase from us.

1. By purchasing the Software you acknowledge that you have read this Agreement and that you agree to the content of the Agreement and its terms, and agree to use the Software in compliance with this Agreement.

2. The Agreement comes into legal force at the moment when you order our Software from our site or receive it through email or on data medium at our discretion.

3. We are the copyright holder of the Software. The Software or a portion of it is a copyrightable matter and is liable to protection by the law. Any activity that infringes terms of this Agreement violates copyright law and will be prosecuted according to the current law. We reserve the right to revoke the license of any user who is holding an invalid license.

4. This Agreement gives you the right to use only one copy of the Software on one Magento installation solely for your own personal or business use, subject to all other terms of this Agreement. A separate License should be purchased for each Magento installation. Any distribution of the Software without our consent, including noncommercial distribution, is regarded as a violation of this Agreement and entails liability, according to the current law.

5. You may not use any part of the code in whole or part in any other software or product or website.

6. You may not give, sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation to anyone. You may not place the Software on a server so that it is accessible via a public network such as the Internet for distribution purposes.

7. You are bound to preserve the copyright information intact, this includes the text/link at the bottom.

8. We reserve the right to publish a selected list of users of our Software.

9. We will not be liable to you for any damages (including any loss of profits/saving, or incidental or consequential) caused to you, your information and your business arising out of the use or inability to use this Software.

10. We are not liable for prosecution arising from the use of the Software against law or for any illegal use.

11. If you fail to use the Software in accordance with the terms and conditions of this License Agreement, it constitutes a breach of the agreement, and your license to use the Software is revoked.

12. Top Left Designs reserves the right to change this license agreement at any time and impose its clauses at any given time.

13. License agreement remains effective until terminated. We retain the right to terminate your license to use the Software at any time, if in its sole discretion, you are not abiding by the terms of the Agreement, including, but not limited to, obscuring or removing any link or copyright notice as specified in this agreement. You may terminate it at any time by destroying all copies of the Software. Termination of this Agreement does not bind us to return you the amount spent for purchase of the Software.

14. If you continue to use the Software after Top Left Designs gives you notice of termination of your license, you hereby agree to accept an injunction to enjoin you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce our revocation of your license and any damages suffered by us because of your misuse of the Software.

These terms and conditions are to be read in conjunction with the GENERAL TERMS AND CONDITIONS OF TRADE.

Read the following carefully, as employing Top Left Designs for any service implies that you have read and accepted our Terms and Conditions.

1. PRIVACY

(a) We do not share or sell any of your details with third party companies, without your express permission and we will only email you or contact you about work related matters.

2. CONFIDENTIALITY

(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:

  • Provide a reasonable amount of notice to the other Party of the proposed disclosure;
  • Consult with the other Party as to the form of the disclosure; and
  • Take all reasonable steps to maintain such Confidential Information in confidence.

(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

3. CUSTOMER AGREES

(3) The Customer has read and understood these terms and agrees to be bound by same.

The following terms and conditions relate to the provision of Support and Maintenance Services. These terms and conditions are to be read in conjunction with the GENERAL TERMS AND CONDITIONS OF TRADE.

Read the following carefully, as employing Top Left Designs for any service implies that you have read and accepted our Terms and Conditions.

Please carefully read, review and be sure you understand our Terms and Conditions prior to employing Top Left Designs in any way.

Top Left Designs reserves the right to change or modify current Terms and Conditions with no prior notice. Changes to Terms and Conditions will be updated to this page. It is recommended that you regularly review this page.

1. SUPPORT AND MAINTENANCE

Once a new website is successfully deployed, Top Left Designs believes our partnership and commitment have just begun. A truly successful website must constantly evolve and function perfectly to meet the needs of site users and your organisation. Our goal is to be there every step of the way, providing whatever assistance is asked of us, including ongoing support services. The following terms of service outline the process, pricing and expectations for ongoing support:

2. CREDIT BUNDLES

Our support and maintenance service is a pre-paid credit service.  Purchase a bundle of hours which can be used over a 12 month period for website support.

The more hours you purchase the greater the savings!

Credit bundles available:

1 hour   $115+GST
5 hours 15+ % discount $490+GST
10 hours 22+ % discount $900+GST
15 hour 27+ % discount $1,260+GST
20 hours 32+ % discount $1,560+GST
30 hours 40+ % discount $2,070+GST

(a) All support is billed in 15 minute increments.

(b) There is a one-hour minimum on troubleshooting. Notification will be given prior to any work being done when the anticipated effort is expected to take more than the one hour.

(c) Support hours are valid for 12 months.  Unused support hours do NOT rollover. Credit is NOT given to unused support hours. Any unused support hours including email/phone support, website fixes, and any other time related support outlined in the agreed Website Support Package will be forfeited after the annual expiry.

3. Requesting Support

Email our support team at custservice@topleftdesigns.com.au to request help or you may log your support request online through our Customer Service Ticket system at http://bc.topleftdesigns.com.au

If your Request is urgent, you may indicate that in the email. For the fastest response, you may call our main office number at 072 5526 4014 during normal business hours and speak to any support team member.

4. Support Services

Top Left Designs' support team is available to provide assistance with any maintenance or troubleshooting tasks involving websites, Top Left Designs extensions and or connectors built by us. The support team is a cross-disciplinary group, who knows you and understands your website, working together to ensure all requests are expertly and efficiently handled. The types of services that may be requested through our support channel include:

  • Training and general technical questions
  • Website or CMS performance issues
  • Data flow issues on integrations
  • Troubleshooting and break-fix services

5. RESPONSE TIMES

Support is available Monday through Friday (9AM to 5PM EST), excluding major holidays. Requests received after hours and on weekends will be assigned to the queue the following business day. Each support request is prioritised and addressed as quickly as possible, but the following prioritisation system will help guide expectations.

Normal Support – This level of support is the most common type of support request and is used for general troubleshooting and minor website issues and updates where the client’s website is functioning and operational. Requests are prioritised in the order they are received. Some examples that would require this level of support are as follows:

  • Minor website update requests
  • “How to” questions
  • Basic troubleshooting

Escalated Support – This level of support is determined at the discretion of the Support Team when the request requires a quicker response or must include additional specialised assistance from senior team members. Escalated requests will be responded to ASAP based on team member availability. Examples of Escalated Support requests include:

  • Degraded website performance impacting end users
  • Critical CMS software component is not functioning correctly
  • Site error(s) or broken functionality
  • Inability to log into the CMS or access your server

Immediate Support – Immediate Support is available when the severity of the issue requires quick action. Immediate support requests are automatically assigned to the front of the support queue and will be responded to by the first available support team member. Immediate Support is typically requested for urgent issues such as:

  • Website Down
  • Security Breach
  • Data Corruption or Loss
  • Work stoppage issues

(a) Response times for all levels of support requests are based on priority and support team member availability. While all efforts will be made to resolve the issue in the shortest amount of time, actual time to resolution will vary depending on the nature of the request.

(b) Response times are indicative and not guaranteed.

(c) Top Left Designs will use commercially reasonable efforts to promptly provide the customer with a response to each incident within 2 business days.

(d) Top Left Designs will use commercially reasonable efforts to promptly resolve each incident. Actual resolution time will depend on the nature of the incident and the resolution. A resolution may consist of a fix, workaround or other solution in Top Left Designs' reasonable determination.  Some resolutions may be deemed exclusions from Top Left Designs' support and or maintenance services and a recommendation and estimate of costs to resolve will be provided.

6. SUPPORT HOURS

Support is available Monday through Friday (9AM to 5PM EST), excluding major holidays. Requests received after hours and on weekends will be assigned to the queue the following business day. Each support request is prioritised and addressed as quickly as possible, but the following prioritisation system will help guide expectations.

7. Hours in credit

(a) Support hours are valid for 12 months.  Unused support hours do NOT rollover. Credit is NOT given to unused support hours. Any unused support hours including email/phone support, website fixes, and any other time related support outlined in the agreed Website Support Package will be forfeited after the annual expiry.

(b) Support and maintenance service is a pre-paid service, no work will commence without support credits available.

(c) Work will not commence or resume if there are monies outstanding from previous invoices or projects.

(d) Payments are non-refundable.

9. EXCLUSIONS

(a) The following are excluded from Top Left Designs' Support and Maintenance obligations:

  • Support for software which has been subject to unauthorized modification by Customer or a Customer User.
  • Failure of, or issues arising from, computing or networking hardware, or equipment or programs under the control of Customer.
  • Negligent or intentional misuse of the connector by a Customer User.
  • Third Party Plugins installed by the client.
  • Modified Code developed by a third party or the client.
  • Custom features, fields or additional connections outside the standard connector.
  • Customisation, additional integrated applications or platform versions older than the previous 2 major releases.
  • Issues that relate to your networks, computer systems or software used to access the Website.
  • Other technical issues not arising directly from the Website.
  • website design or website development tasks.

(b) Customer may elect to use billable consulting services in order to resolve issues associated with Excluded Services. Top Left Designs will alert the customer and provide a quote for such services prior to any commencement.

(c) Services that are not included in the support and maintenance services are charge at our current Professional Rates.

10. POST IMPLEMENTATION WARRANTIES

Post Implementation Warranties are included in most web and integration projects.

Specific details for web project warranties can be found on /legal/terms-and-conditions#handover-warranty-and-disclaimer

11. LIMITATION OF LIABILITY

In no event will Top Left Designs be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages however caused and arising under any theory of liability, whether based in contract, tort (including negligence), product liability, or otherwise. The foregoing limitations shall apply regardless of whether Top Left Designs has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

12. PRODUCT AND SERVICE ADDITIONAL TERMS AND CONDITIONS

(a) Trade terms and conditions and additional terms and conditions relevant to specific products and services are to be read and agreed to in conjunction with these terms and conditions.

(b) All additional terms and conditions can be found on the website /legal/terms-and-conditions

13. CUSTOMER AGREES

(a) The Customer has read and understood these terms and agrees to be bound by same.