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Terms & Conditions

This page was last updated: 15 July 2011

Definitions:
Client, you, your: The company or individual requesting the services of RootHost.
RootHost, we, us, our: Primary designer/site owner and employees or affiliates.

By placing an order with RootHost, you confirm that you are in agreement with and bound by the terms and conditions set out below.

Please be sure to read our web hosting acceptable use policy: http://www.roothost.co/terms/aup/

1. Provision of Services:
1.1 RootHost will provide the client with the services set out in the confirmed and signed agreement. Only those services mentioned will be provided by RootHost and any amendments, add-ons or schedule changes must be agreed to in writing. This and the following clauses are the general terms and conditions on which those services are supplied and together with the website design contract form the total agreement between the client and RootHost.

2. Costs and Payments:
2.1 The client must pay all charges as set out in the website design contract. As prices quoted on RootHost material may change at any time without notice, please check the price on your website design contract before confirmation. Cost estimates are only valid for a period of 30 days.

2.2 The client agrees to an up-front payment of 25% before any design work begins and the remaining 75% upon completion and before the site goes live, unless any other payment plan is agreed prior to work commencing.

2.3 The client will remain liable for all fees during any period when services have been discontinued or suspended due to a failure on the clients part to comply with these terms and conditions.

2.4 The client will be invoiced as agreed in the purchase order.

2.5 The client is liable to pay overdue interest at 5% per week on any amounts not paid within 7 days of invoice. Invoices and accounts overdue by 30 days or more could result in termination of contract. Please see 5.1 for more. All intellectual property rights remain with RootHost until payment is received in full.

2.6 The client must pay RootHost charges without any set off, counter claim or deduction unless same is agreed in writing between both parties.

2.7 RootHost reserves the right to prioritise early paying clients and to charge urgency fees for any work needing a faster than usual turnaround.

2.8 Agreed costing is conditional on the client supplying data required for a website stage or completion deadline agreed within 10 working days of confirmation of order. RootHost reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.

2.9 No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being: Supply of final artwork and digital files to printer, on disk, USB, via email or uploaded to nominated ISP/Server. Construction files remain the property of RootHost unless arranged otherwise.

2.91 Payment plans are only available for websites hosted on RootHost servers. The amount to be paid in installments does not include the 25% deposit required at project initiation, and covers only the design and development of a website. Hosting, domain name registration and other services are invoiced based on direct use (if applicable). All payment plans must be secured with a valid debit or credit card. Late payments will incur a 5% late fee (as per section 2.5). Failure to make payments may result in the suspension of the website until payment is received and current (see section 5.1).

3. Limitation of Liability:
3.1 All terms and conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by RootHost are excluded and RootHost WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.

3.2 Where any applicable legislation implies any term, condition or warranty into the agreement or in respect of RootHost's relationship with the client, or otherwise gives the client a particular remedy against RootHost and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the agreement or as the case may require apply to the relationship between RootHost and the client. However, RootHost's liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at RootHost's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to services the supplying of those services again or the payment of the cost of having those services supplied again.

3.3 The client acknowledges that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.

4. Suspension of Services:
4.1 RootHost reserve the right to suspend services in any case where the client fails to perform their obligations under this agreement. If payment for services is not received within the terms of payment stipulated by RootHost then websites may be taken down until payment is confirmed.

4.2 RootHost may from time to time and without notice or liability to the client suspend any of the services if the reason for doing so is an event beyond the reasonable control of RootHost.

5. Termination:
5.1 RootHost may discontinue services if an amount payable to us is overdue or take down a website permanently in any case where an amount payable is overdue by more than 30 days. In any such event, the client will remain liable for the total cost of the contract including all disbursements and any forthcoming legal costs incurred, unless otherwise agreed between both parties.

6. Contents of Web Pages and Undertaking:
6.1 The client will be solely responsible for the content supplied for their web page/undertakings. RootHost is not responsible for proof reading any content unless specifically agreed.

6.2 RootHost makes no representations to the client concerning the content or functionality of the web site. This is the clients responsibility to ensure that it meets their requirements.

6.3 If the client provides RootHost with goods, material, photographs, images, film, data or information to be used in any form, the client hereby warrants that these do not infringe the rights of third parties and indemnify RootHost against any action taken against us by any such third party.

6.4 Without limiting the generality of the foregoing, the client agrees not to infringe the copyright, trademark, privacy or personal or proprietary rights of third parties, supply libelous, abusive, obscene material or disparage the products or services of any third party.

6.5 RootHost for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on the clients behalf.

6.6 The client is solely responsible for dealing with persons who access their data or web page and warrant that the client will not refer complaints or inquiries in relation to such data to RootHost.

7. Technical Support, Changes and Maintenance:
7.1 Technical assistance via telephone or email will be offered. Extensive queries taking more than 20 minutes to deal with or site maintenance will be charged at a flat hourly rate with a minimum 1 hour charge. See particulars of hourly rates on the RootHost website.

8. Web Hosting:
8.1 As standard, RootHost provide 12 months web hosting free with all new web design packages. This hosting is supplied free of charge and is provided solely for use with the domain name associated with the web design package provided to the client set out in the web design contract. RootHost will provide hosting for 12 months, after which RootHost will invoice the client for the following 12 months at the current hosting rates as detailed on the RootHost website. Should the client decide not to renew hosting with RootHost then the client must find alternative hosting arrangements and transfer all files, folders and data to the new host before the end of the current hosting period to avoid any loss of data or further unwanted hosting charges.

8.2 If the client chooses to organise their web hosting arrangements themselves, final exported sites will be uploaded to their preferred host company or supplied on disk or via email to the client at the cost agreed in the website design contract. Construction files of the site can be supplied on request at the Fees set out in the website design contract.

8.3 Clients are not obliged to make use of our free hosting offer and are asked to make it clear from the outset if this is the case. In such cases, any web hosting required after the completed launch of the website will be chargeable at our current rates.

8.4 Please read our hosting acceptable use policy regarding our hosting terms.

9. Website Optimisation (SEO):
9.1 Due to external factors, such as changes to the way search engines rank websites, RootHost cannot offer any guarantees regarding the position it will achieve for websites. The process of optimising websites itself will bring in more traffic and hits and the client will see visits to the site increase naturally. RootHost cannot accept liability for any change in rankings, or drop off in the position of the clients website due to changes in the algorithms of the search engines or the factors that they use to rank websites.

9.2 RootHost use 'white hat techniques' when optimising websites and always aim to achieve a top ten ranking for a clients website within six months of undertaking the optimisation process. Due to the work involved payment is generally required in advance and RootHost are unable to offer a refund of any monies to clients in relation to this type of work.

9.3 RootHost reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.

10. Compatibility:
RootHost will endeavour to ensure that any developed/designed site or application will function correctly in the following web browsers: Internet Explorer 9+, Firefox 5+ and the latest versions of Chrome, Opera and Safari. RootHost offer no guarantees of 100% perfect functions with all browsers.

11. Dispute Resolution:
11.1 RootHost and the client agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavour to:

• - clearly communicate in writing the background facts leading to or causing the dispute.
• - set out clearly what action is required to settle the dispute.
• - select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution.
• - discuss specific means of avoiding such disputes in the future.

11.2 Attempts to resolve the dispute must follow the following procedure:

1. The person complaining shall set out in writing the background, the issues and the outcome desired.
2. The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
3. If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
4. If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
5. In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
6. Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the dispute settlement procedure.

12. Intellectual Property:
12.1 All creation files including, but not limited to, PSD's, Databases, JPG's, Custom Fonts, Scripts, CGI Applications, remain the property of RootHost.

12.2 RootHost retains the copyright in and the right to use all artwork created in advancing the profile of RootHost and to be recognised for artwork created by us.

12.3 RootHost shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute any item from your web page unless specifically agreed otherwise. Furthermore, RootHost shall be free to use any ideas, concepts, know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.

12.4 RootHost observes privacy laws and guidelines relating to personal data and will never knowingly pass your details on to any third parties.

13. General:
13.1 If any of these terms and conditions (or part of them) is void or unenforceable, it is taken to be removed and no longer forms part of the agreement between RootHost and the client. The remaining terms and conditions remain in full force and effect.

13.2 Written communications between RootHost and the client may take the form of letters, formal documents, faxes or emails.

13.3 RootHost may require a personal guarantee from the director of a company in cases where files/artwork is required prior to payment.