------------------------------------------------------------------------ S T A N D A R D T E R M S & C O N D I T I O N S O F T R A D E for Internet Design and Development Services ------------------------------------------------------------------------ version 2.2 prussia.net 1 February 2004 ABN 25 231 641 421 26 Belmore Street (PO Box 103) Enmore NSW 2042 Australia DEFINITIONS "Developer" refers to Stilgherrian trading as prussia.net, ABN 25 231 641 421. "Client" refers to the party engaging the services of prussia.net. "Client Code" refers to any new program code specifically written by the Developer that is unique to the Client's application of the Project, and documented in advance as such in the Statement of Work. "Days" includes weekdays and weekend days. FOR PITCH DOCUMENTS The initial briefing with the Client may result in the Developer producing for the Client a Pitch Document at no charge. This Pitch Document will include an overview of the project, the number of stages required to execute the project and an estimated cost range for each of the stages. Also included in the Pitch Document will be a fixed quote to produce the Project Specifications. The Pitch Document is provided for the Client's reference only. It is not a statement of work and does not constitute any stated or implied agreement for the Developer to perform any work for the Client. Apart from the fixed quote for the Project Specifications, the Developer reserves all rights to amend any of the cost estimate figures after completion of the Project Specifications. The fixed quote for the Project Specifications is valid for 14 days from the date of issue of the Pitch Document. The Client may choose to terminate, in writing, the Developer's involvement in the project after receipt of the Pitch Document and before the commencement of work on the Project Specifications without penalties. FOR PROJECTS WITH A QUOTATION Depending on the nature and duration of the project, it may be executed in multiple stages. A start date will be nominated and agreed to before commencing the production of the Project Specifications. Postponement of the start date or cancellation of the project must be notified in writing at the latest 14 days before the start date of the project or stage. Failure to do so may incur a cost to the Client of 10% of the entire billable amount of the project. A written statement of engagement or a Purchase Order and an upfront payment is required before commencement of the project. The upfront payment may be (a) the payment of the full amount of the fixed quote for the Project Specifications as provided in the Pitch Document if one was produced, or (b) 30% of the entire billable amount if a fixed quote was provided upfront, or (c) a nominated figure given in the Pitch Document. The Developer reserves the right to modify or waive this upfront payment. If a fixed quote was not provided upfront, the Developer will provide upon completion of the Project Specifications, a fixed quote valid for 30 days for all remaining stages of the project. The Project Specifications must be reviewed and agreed to by the Client before commencement of the remaining stages. This includes the project timeline and milestones as defined in the Project Specifications. As each stage is completed, payment will be expected from the Client for the portion of the entire billable amount assigned to that stage. Should payment for a completed stage not be received in full within 20 days, the Developer reserves the right to cease work on the subsequent stages until such time that the outstanding invoice is paid. The Developer also reserves the right to divert its resources away from the said project at that point until such time the outstanding payment is received in full, and will thus not be liable for meeting any subsequent stated or implied deadlines. Should payment for a completed stage not be received in full within 30 days, the Developer will deem the entire project terminated. Should this occur, the Client will be liable for all outstanding payments, plus payment for any work performed in the subsequent stages up to the date of termination. The Developer also reserves the right to on-charge any services or goods purchased in advance for subsequent stages of the project. Projects are subject to change control. Should any significant alterations be requested by the Client contrary to the Project Specifications, or should the Client fail to meet stipulated responsibilities or specified deadlines, the Developer reserves the right to re-specify the project, reset the timeline, and re-quote all affected stages or the entire project. Should this happen, The Developer will not be liable for meeting any subsequent stated or implied deadlines, nor will the Developer be bound by any previously supplied quotations and costings for the remaining stages of the project. Postponements and delays of any stage during the production process must be notified in writing at the latest 14 days before the start date of the project or stage. Failure to do so may incur a cost to the Client of 10% of the entire billable amount of the project. Postponements and delays of any stage lasting a duration in excess of 20 days may result in the Developer deeming the entire project terminated. Should this occur, the Client will be liable for all outstanding payments. The Developer also reserves the right to on-charge any services or goods purchased in advance for subsequent stages of the project. The Client may cancel the project at any stage with written notification to the Developer. Should this occur, the Client will be liable for payment of all work done to the date of receipt of the notification of cancellation, plus the cost of any services or goods purchased in advance for subsequent stages of the project. Upon receipt of payment in full, the Developer will release all documents and intellectual property items generated to date to the Client. The Developer will not be liable to complete any outstanding work, nor provide warranty on any components of the project done to date. The project is deemed complete upon delivery in accordance with the Project Specifications. The payment of the remainder of the entire billable amount will be expected. FOR HOURLY CONSULTATIONS A quoted hourly rate will be provided by the Developer prior to engagement by the Client. A written confirmation of engagement from The Client is required before commencement for the project. Unless by prior agreement, hourly consultations do not carry a fixed ceiling on the duration. The agreed-to rate will be charged for every hour spent on the project, plus travel time to and from the premises where the work is carried out (including long distance travel by air or rail). The total billable hours will be rounded forward to the nearest hour. For consultations within the Sydney area (involving return travel of less than 3 hours), cancellations must be made in writing at the latest 12 hours prior to the start time of the job. Failure to do so will incur the cost equal to 1 hour at the quoted rate, plus the Developer reserves the right to on-charge any prearranged travel costs. For consultations outside of the Sydney area (involving return travel of more than 3 hours), cancellations must be made in writing at the latest 48 hours prior to the start time of the job. Failure to do so will incur the cost equal to 1 hour at the quoted rate, plus an outstation cancellation surcharge equal to 2 hours at the quoted rate. The Developer reserves the right to on-charge any prearranged travel and accommodation costs. INTELLECTUAL PROPERTY RIGHTS Once payment is received from the Client in full, the Client shall own all right, title and interest in and to its Content, and to any new program code specifically written by the Developer that is unique to the Client's application of the Project, and documented in advance as such in the Statement of Work ("Client Code"). The Developer shall have the unrestricted right to use methods, techniques, algorithms, know-how and subroutines contained or utilized in any such Client Code that are of general applicability and not unique to the Client's application of the Project. The Developer shall own all right, title and interest in and to all other results and proceeds of the Developer's services hereinunder, including without limitation all new program code that does not constitute Client Code, and any derivative works of the Developer's code developed by the Developer in the performance of any Project. Until final payment is received in full, all intellectual property conceived, designed, produced or otherwise manufactured during the execution of the project for the Client will remain the sole property of the Developer. ACCEPTABLE PAYMENT Payment is expected from the Client for all services provided by The Developer. All invoices are payable immediately upon receipt, except where otherwise agreed in writing. Acceptable payment methods are cash or a company cheque payable to "prussia.net", direct deposit to our bank account, or American Express. A receipt will be issued only upon request. LATE PAYMENT PENALTY Clients must pay all amounts billed in accordance with the payment terms of the selected Service package or the terms indicated on the invoice, whichever is the more restictive of the two. Late payments will be subject to a late payment charge as specified below: Up to 30 days overdue: $10 or 1% of the balance, whichever is greater 31-60 days overdue: $20 or 3% of the balance, whichever is greater 61+ days overdue: $30 or 5% of the balance, whichever is greater Clients experiencing difficulties should contact our office or admin@prussia.net to discuss payment terms. WARRANTY The Developer warrants that all services shall be performed in a professional and workmanlike manner. Except as set forth in the previous sentence, any software is provided on an "as-in" basis, and the Developer makes no warranty or representation regarding the services to be performed and expressly disclaims any implied warranties, including any implied warranties or conditions of merchantability, fitness for a particular purpose, or noninfringement. For projects resulting in a software product, the Developer will provide limited warranty against any bugs in any of the product software components directly generated or produced by the Developer for a period of 14 days after the date of delivery to the Client. All such bug fixes will be provided free of charge, to be executed within a reasonable timeframe (to be determined by the Developer) after notification of the bugs. Such a warranty does not cover (a) bugs introduced by using the product on Hardware, Operating System or Internet Browser environments contrary to the Project Specifications, or (b) bugs introduced by upgrades or any changes to the Hardware, Operating System or Internet Browser environments, or (c) modifications to any or all components of the product by parties not authorised by the Developer, or (d) bugs caused by components of the product which are manufactured or produced by other parties, or (e) any changes or additions to the product after delivery. OTHER CONDITIONS Work done on projects outside of Sydney (more than 3 hours return journey by car) requiring significant travel or the temporary relocation of the Developer or his staff may incur additional costs. These will be evaluated on a job by job basis. Changes and or additions requested by the Client after the delivery of a product will be subject to the Developer's quoting process as per any new project. Unless previously negotiated, the Developer will reserve the right to use screenshots or fully working components of all completed projects as part of its portfolio for promotion purposes. Under such circumstances, the Developer will undertake to correctly attribute copyright and trademark ownership and to display these work in full preservation of their intended context. The Developer may also display these works on its corporate websites and other promotional materials.