TERMS AND CONDITIONS DEFINITIONS: for the purpose of this document the word 'website' shall refer to both mobile apps and websites. 1. Internet Marketing: If internet marketing services (SEO, SEM, PPC etc) has not been agreed as part of the contract the client must be aware that Diesel Rocket Fuel is not responsible for ongoing web site promotion. Should the client require the site to be promoted on an ongoing basis a separate contract must be agreed. The order in which websites are ranked in the natural search results is controlled by the search engines. While we can implement some optimising measures in the initial design and development stage of the website, it is impossible to make any guarantees on ranking position. Extra to this Diesel Rocket Fuel cannot guarantee any website ranking positioning for any key words under any conditions. This is a result of the varying nature of the search engine algorithms, and also a result of external factors determining ranking positioning, such as the clients own authored content. 2. Registration charges: All third party costs shall be met by the client unless otherwise stated. These constitute such things as domain name registrations, fonts, images. 3. Conceptualising: Conceptualising is the process of producing website page concepts for clients. Concepts can also include banner mock ups and icon mock ups. Diesel Rocket Fuel have provided a rigorous information and requirements gathering phase prior to the actual design stage, and it is intended that this phase will allow Diesel Rocket Fuel to understand the clients design requirements. As a result only two home page or interface concept designs will be supplied, and then there will be provision for revisions. These revision requests are limited to altering or adding parts to the chosen concept, and cannot constitute as a request for a new concept. Revisions can only be requested during the stated design phase of the project, unless the design phase has been extended due to Diesel Rocket Fuel delays. Requirement for additional concepts or works outside of the designs phase will be quoted as extra. 4. Diesel Rocket Fuel Intellectual Property and Copyright, Domain Hosting and Ownership: Diesel Rocket Fuel holds intellectual property ownership, copyright and full ownership of all domain names including those purchased by Diesel Rocket Fuel for purposes of loading client websites to or for purposes of using as website tier's required for mobile app functionality. Diesel Rocket Fuel also holds intellectual property ownership and rights and copyright and full ownership of all app names reserved on both the Apple App Store and Google Play Store, all source code, designs, system and architectural models relating to the clients website and or mobile app and their associated components indefinitely. Any material supplied by the client which includes only images and fonts will be returned to the client if requested at payment of the final invoice. On some occasions Diesel Rocket Fuel may provide copyright rights to the client as outlined within some client's contracts. If there are no such provisions explicitly outlined in the client contract then all contracts entered into by the client and Diesel Rocket Fuel shall abide by the the full terms and conditions found herein. When provisions are written into the contract, the client may request a copy of their website's source code only. A fee of $890.00 will apply for this service and a turn around time of 7 days will apply. Such rights do not extend to domain name ownership which always remains with Diesel Rocket Fuel. A client may request to purchase a domain name from Diesel Rocket Fuel however the final decision to either sell or not to sell a domain name along with the associated cost shall remain with Diesel Rocket Fuel. A yearly or monthly hosting fee will apply to all clients. From time to time these hosting fees will be incorporated into the total cost of building the client website and when required for an app backend. All websites and or mobile app backend will only be hosted and maintained on Diesel Rocket Fuel servers. All code submitted to any mobile application "store" for sale purposes or for "free" distribution will remain the property of Diesel Rocket Fuel under our agreed license with each store or under our membership with each store. You may not attempt to access these stores for purposes of taking any source code. Such activity would constitute a criminal offence and be reported accordingly. All website quotation and costing documents are supplied on a confidential basis and permanently remain the Intellectual property of Diesel Rocket Fuel. NOTE. Diesel Rocket Fuel does not release PSD format files or source code of any work. 5. Clients Responsibilities with Regard to Copyright: (a) In situations where the client provides images, text, animations, layouts or any other content for their website they are legally responsible for ensuring that this material does not infringe any copyright or other laws. (b) Certain materials including images and font licenses provided by Diesel Rocket Fuel may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a website. The license may not permit them to be used in publicity material. The website owner is legally responsible for ensuring that this does not happen. If you wish to use any images from the site for other purposes please contact us for clarification. 6. Non Solicitation of Diesel Rocket Fuel’s Staff: (a) The Client must not, and must ensure that its Related Corporations do not, for any reason, during the term of the Agreement or within twelve months after its termination, directly or indirectly induce, solicit, engage or employ (or procure the inducement, solicitation, engagement or employment of) any officer, employee or contractor of Diesel Rocket Fuel unless the Client or its Related Corporation has obtained Diesel Rocket Fuel’s prior written consent. (b) If the Client or any of its Related Corporations directly or indirectly induces, solicits, engages or employs (or procures the inducement, solicitation, engagement or employment of) any officer, employee or contractor of Diesel Rocket Fuel, the Client must pay a placement fee of A$75,000 to Diesel Rocket Fuel for each officer, employee or contractor it has induced, solicited, engaged or employed (or procured the inducement, solicitation, engagement or employment of) , which the Client acknowledges is a fair and reasonable estimate of the cost to Diesel Rocket Fuel of replacing each such officer, employee or contractor of Diesel Rocket Fuel. 7. Quotations: The price quoted to the client is for the work specifically agreed to only. Should the client add to the scope of work then additional charges will apply. Correspondingly, should the client scale back the scope of work a refund is not provided. Additional charges will be charged at Diesel Rocket Fuel’s hourly rate. NOTE. All Diesel Rocket Fuel services require project management, and our costs for this service are an additional 20% of any quoted service costs. All costs, quotes and fees quoted in these terms and conditions are GST inclusive. Unless otherwise stated all invoices are GST inclusive. 8. Project Delivery: a) The project schedules, time lines and delivery dates expressed by Diesel Rocket Fuel in this document, any other document or by any other means of communications are indicative estimates only. There may be occasions where product delivery or demonstration of completion of works does not correspond to these expressed schedules, timelines or dates. Projects delivery may be delayed as a result of 3rd party vendors internal delays or delays in the provision of client feedback, materials, materials compatibly or milestone sign off. 9. Mobile App Development a) for all mobile app projects that require cross platform capability Diesel Rocket Fuel does not provide any warranty or guarantee that the app will function fully on all platforms or all browsers should the browser or operating system in question not conform fully to current Web Standards or if the mobile device supplier updates existing mobile devices and or introduces new mobile devices which render the application fully or partly non-functional or fully or partly disproportionate with regards the user interface. In such cases if a workaround solution is available it will be offered to the client at the client's expense until such time that the 'non-conforming' browser and or operating system's technology has been updated to meet current web standards. b) by default, all mobile app projects are developed using the latest versions of html, java script and css and or native platform code for Android, iOS and Windows platforms. c) given certain functional shortcomings that exist when using certain mobile devices' operating systems and or browsers which do not conform to current software design standards the client may choose to have the mobile app developed using "native code" , this must be clearly specified within the contract and would include an additional surcharge of 250% on top of the original quote for each individual platform developed on. By building the app in native code is in no way a guarantee that the software will be fully functional and without bugs on all mobile devices across the Android, iOS and Windows platforms. d) Diesel Rocket Fuel will not be held liable or responsible for any shortcomings of certain operating systems and or browsers or issues arising from various mobile devices as outlined above. Nor shall the client withhold staged or final payments due to such issues. In the event that these concerns become apparent during the development or testing phase of the project life-cycle, Diesel Rocket Fuel will offer a workaround solution to the issue at the client's expense until such time that the non-conforming technologies align themselves with current web standards. e) should new technology, new mobile devices and or new updates to existing and new mobile devices and or their associated software and or hardware be introduced to the market place by the suppliers of Android, iOS and or Windows platform and these new products and or their associated software and or hardware releases render the client's current app partly or fully non-functional and or partly or fully unorthodox or distorted in relation to the user interface presentation in relation to the newly introduced technology, mobile devices, updates and or products to the marketplace, then the responsibility of updating the current app lies solely with the client along with all costs associated with the update. f) In the case of 9 e) above it is the sole responsibility of the client to ensure all necessary updates and maintenance are made to the current app in order to bring it inline with current mobile and web standards and to ensure that the apps functionality and user interface remains in correct proportion with regards dimensions and positioning along the lines of the initially accepted app user interface and functionality. g) It is the clients responsibility to ensure that their apps functionality and user interface continue to be fully functional as well as continue to look the same in regards to the apps user interface and design, as the initially released app for all future newly released technology, updates and mobile devices for all three platforms of Windows, Android and iOS. h) In the case of 9 a) c) f) and g) above, the client gives Diesel Rocket Fuel full permission to carry out any required updates and or maintenance up to the value of $25,000.00 which will bring the app's user interface and functionality back inline with the original accepted version of the app. 10. Exclusion of Liability: It is agreed by the client that Diesel Rocket Fuel will not be liable for any damages or loss incurred by the client including, loss of revenue, economic loss, loss of opportunity and loss of profit. The client also agrees that Diesel Rocket Fuel will not be liable for any damages incurred either directly or indirectly by Diesel Rocket Fuel or any 3rd party’s and or service providers related to the client or the clients business where the 3rd party and or service provider may seek legal action or compensation of any kind from the client. 11. Termination: Overview: The client may terminate the contract by providing 24 hours written notice via email. All products and services will then be removed within 30 days of receiving this notice. Diesel Rocket Fuel may terminate the project immediately and without prior notice if the client does not make payments for invoices issued, or if the client obstructs Diesel Rocket Fuel’s ability to work on or complete the project, perform regular maintenance or update tasks on the site, perform any other site updates, changes or regular general administrative tasks on the site. Such obstructions may include the client altering the domain names registrant email address which must always remain as one of the Diesel Rocket Fuel email addresses, usually info@dieselrocketfuel.com.au and or altering or removing any zone records with the domain names Registrar. This in effect causes serious obstructions to our work on the site as outlined above. On the sites' registrar records the sites details must always show a Diesel Rocket Fuel specific email address and Diesel Rocket Fuel as the registrar of that domain name at all times. Any alteration of this registrant email address also obstructs our ability to perform our work as outlined above and constitutes a serious breach of our terms and conditions. If the client executes any of the above listed in section 11. Overview or any of the remaining points below in this section then Diesel Rocket Fuel will immediately suspend or terminate the account at our discretion and require the client to pay all outstanding invoices as well as unpaid work or costs incurred by Diesel Rocket Fuel in relation to the project within 72 hours of suspension or termination. a) If the Client terminates the project prior to its completion, then all deposits made to that date are non-refundable. The Customer will also be required to pay for any unpaid work or costs incurred by Diesel Rocket Fuel as well as any outstanding invoices in relation to the project within 24 hours of termination. If the work requires additional costs in order to retrieve data from or co-ordinate retrieval from a 3rd party, then these costs will be incurred by the client. All files provided to Diesel Rocket Fuel will remain the property of Diesel Rocket Fuel and will be returned to the client only upon settlement of the final account. All source code, designs, architectural specifications will remain the property of Diesel Rocket Fuel. b) Diesel Rocket Fuel may immediately terminate this Agreement upon the Customer becoming Insolvent. c) Diesel Rocket Fuel may immediately terminate this Agreement and or remove all client apps and or websites from all servers and or app stores if the client refuses to make necessary updates to their apps and or sites. d) In support of section 11(c) above, Diesel Rocket Fuel may immediately terminate this Agreement should any of it's client's apps or sites appear untidy, unprofessional and or not maintained due to required updates and or maintenance not being paid for by the client. e) Diesel Rocket Fuel reserves the right to terminate immediately the clients account, app and or the website if any or all of 9 (a) (c) (f) (g) and (h) are true. f) Sites and Apps will be re-instated at the discretion of Diesel Rocket Fuel when the client pays all late fees and reinstating fees as outlined above and once all outstanding invoices have been finalised or any necessary updates and or maintenance have been paid for by the client. In certain circumstances and at the discretion of Diesel Rocket Fuel some payments may be accepted after work has commenced or been completed. In such cases late payment fees will apply. g) Should Diesel Rocket Fuel at any stage in the future either enter into negotiations to sell the company or consider winding up the company or at the discretion of Diesel Rocket Fuel wish to discontinue hosting and maintaining the client’s website or app for any reason then prior to such action an offer will be made to the client to ’buy out’ the source code belonging to the website and or app. h) If the client rejects this offer then Diesel Rocket Fuel has the option to re-negotiate the price with the client or remove the website and or app from the Play Store and or App Store within 30 days of receiving the client’s rejection of offer. i) If the client rejects this offer and requests their website and or app to be taken down then this will be done within 30 days of receiving written notice via email from the client. j) The client will be charged termination fees calculated based on a percentage of the total payments made so far should (h) or (i) above apply. 12. Payment – Refund Policy: After work on a website or app commences advance payments are not refundable. All website and or app maintenance work and costs as per section (20) below are non-refundable 13. Payment Methods: Unless otherwise agreed Diesel Rocket Fuel will accept payment via direct bank deposit, credit card or other third party payment gateway that Diesel Rocket Fuel uses. All updates and maintenance on client websites and or apps will incur costs which fall outside of the client's contract and must be paid for upfront in full before any work can commence unless otherwise agreed to by Diesel Rocket Fuel. 14. Payments and Invoices: Payment of invoices is required for works to commence unless otherwise agreed to by Diesel Rocket Fuel. We reserve the right not to launch a website and or app until full payment has been received. Diesel Rocket Fuel accepts no responsibility for any invoice errors as all services and their associated costs outlined within the client's contract and in these terms and conditions shall take precedence and shall be binding and final according to their associated services and costs listed herein. 15. Future Support: Unless it has been agreed beforehand Diesel Rocket Fuel is not responsible for future support. Support can be provided upon request at an hourly rate of $300.00. All payments for future support must be paid upfront before work is commenced. 16. Mission Critical Support, Maintenance & Malicious Attacks: In the event of urgent support and or maintenance requirements for websites the client gives Diesel Rocket Fuel full permission to carry out all work required where costs typically commence at $2800.00 and do not exceed $25,000.00 in order to protect and or avert any threats, and to repair, update, secure, maintain and or reinstate the website to it's original functional state should the website be in danger of or had suffered significant loss, threat or damage by external parties affecting the website and or the client's reputation. In such circumstances all fees will be paid for by the client prior to work being carried out. Diesel Rocket Fuel may in it's discretion accept payment after work has been carried out however late fees starting at $550.00 will apply. Non-payment may result in the site or app being removed or taken down and further costs incurred for late payment and or reinstatement of the website. Reactivation and reloading of website costs start at $1650.00. Additional reports may be produced at the clients request at an additional fee starting at $2300.00 per report. 17. Hosting All websites, smart app associated interfaces, API's, databases and data will only be hosted on Diesel Rocket Fuel servers. This includes data, databases and API's that we develop for various high level smart apps which are available for download at online stores such as Playstore and App Store. Monthly hosting and app data management fees start at $49.00 per month paid annually and include 200 Meg of data per month after which a surcharge of $3.50 per meg will be charged on top of the regular monthly fee. Any excess monthly data allowance will not be rolled over to the next month. All fees must be paid annually in advance to avoid disruption to your website and or smart app services. Any outstanding fees will result in your services being removed from the online app stores and or website suspension until such time that all accounts are settled. Where hosting invoices are outstanding, additional fees starting from $199.00 will be applied to the client account for sites or apps that have been suspended and require reloading. 18. Termination of Service Should the client wish to terminate the service, all files on our servers are removed and archived. Upon client request and agreement to a new contract and payment, all files may be uploaded again and the site reactivated anytime in the future as long as all reinstatement fees are paid as per (11) above. Diesel Rocket Fuel believes that the community should not be punished or disadvantaged by the irresponsible actions of some clients or their breaches of our terms and conditions and as such Diesel Rocket Fuel reserve the right to continue services of apps and or websites produced should the community and or private and or government sectors be reliant on these apps and or website services and the removal of the app or website would be disruptive to the community. 19. Legal: a) If at any point during the process of the web design a designer feels that the website or app is going to be used for an illegitimate purpose, then Diesel Rocket Fuel have the right to refuse to complete the website or app, this is for the protection of our clients, the consumer and ourselves, as we have a responsibility to all three. b) Misuse of Apps and or Websites The client is provided a license to use the website and or mobile app that Diesel Rocket Fuel produces *provided they are not used for illegal purposes which may include fraud, theft, extortion, deceptive conduct and deceit, passing off or copyright and trademark infringements for the **purpose of financial gain for the client and with the intention of causing financial loss and damage, damage to reputation and general disruption to the daily business operations of Diesel Rocket Fuel and or any other third party affected by such a client breach. The client is provided a license to use the website and or mobile app that Diesel Rocket Fuel produces provided that the app and or website are not used for any purposes other than those that they were intended to be used for. Should a new function be required by the client then he/she must request an update or a brand new app or website to accommodate the new function. For example a litter reporting app may not be used to report lost or found, misplaced or stolen assets or property that have a monetary value or sentimental or personal value to any other public or private third party. Such assets and property are not categorised as litter and are not permitted to be reported with a litter reporting app. The client is also prohibited from using the app to carry out any illegal activities and including those outlined above ( see section marked * ) after accepting delivery of such reports and then acting on these reports to cause the effects outlined at ( see section marked ** ) . The client is provided a license to use the website and or mobile app that Diesel Rocket Fuel produces provided that during this time the website or app and their associated databases and components must remain hosted on Diesel Rocket Fuel servers and under the ownership and branding of Diesel Rocket Fuel whilst on any mobile app online store as outlined above in sections 4 and 5. Any attempt by the client to remove or move files from the Diesel Rocket Fuel servers or online app stores either by illegal methods such as hacking, deceptive conduct, social engineering or via alteration of any records within the registry or online app stores shall be cause for Diesel Rocket Fuel to terminate the clients contract immediately. Diesel Rocket Fuel at their discretion may provide one warning to the client to correct the breach, after which termination would follow should the client refuse to comply with that request. In circumstances where the removal of certain websites or apps would cause a major disruption to the general public, Diesel Rocket Fuel reserves the right to continue the online publishing of such websites or apps in the publics best interest but will then exercise full control over the website or app such that future edits and or updates of the website or app would not require the original client's approval due to the original client's initial breach of the terms and conditions. Should any client abuse the use of any apps or websites we produce for their specific use, whereby the client abuses their positions or powers and those of the app or website to gain any sort of financial advantage including such things as fines, impounding, illegally withholding of any third parties property and assets, or cause any undue and unnecessary stress, damage to reputation and or loss of income to Diesel Rocket Fuel and any third parties ongoing business processes, then Diesel Rocket Fuel Pty Ltd reserves the right to alert the affected third party / parties of this breach and misuse of the app that was never intended for the disruption of any third parties business functions or more seriously for extortion, blackmail or manipulation and financial gain by deception. Diesel Rocket Fuel Pty Ltd regards such breaches as most serious and offensive to the business sector and community in general. As soon as Diesel Rocket Fuel have been presented with proof of such a breach, the Client responsible for the breach must pay Diesel Rocket Fuel Pty Ltd fee's of up to $250,000 for each instance of the breach where an attempt has been made either successfully or otherwise to: misrepresent the Company Diesel Rocket Fuel and damage it’s good reputation as well as it’s future ability to function as a successful and profitable business and to misrepresent the app or website's functionality and intended use in order to gain financial advantage or cause harm, disruption or damage to Diesel Rocket Fuel and or any other third party via deceptive and misleading conduct engaged by the client. c) Should the client website be hacked or have repeated hack attempts which may compromise the client website and those of other clients on our servers Diesel Rocket Fuel will terminate the hacked websites client admin login privileges until such time that the security risk has been fully contained. During such time all updates will be performed by Diesel Rocket Fuel staff at the rate of $300 per hour. 20. Website Security & Costs: We do not accept responsibility for any security breaches or malicious activities that adversely impact on the client's mobile app or website. If a client's site falls victim to malicious attacks then the client will be responsible for all costs associated with restoring the site to it's original previous normal state. Diesel Rocket Fuel does not cover any costs associated with the costs of third party software components required to correct any malicious attacks and as such all payments for such software and their installation are require either as an upfront payment or to be paid within 24 hours of the site being restored back to it's normal state. Should payment not be received within this time Diesel Rocket Fuel accepts no responsibility for any further site outage issues caused as a result of the client's non payment for these components. The client will also incur further fees starting at $1650.00 to reinstate the site. 21. Compliance with E-commerce, Accessibility or Other Regulations: We design websites in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations. 22. Compliance with Laws and Regulations: We cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online, client terms and conditions, privacy policies, EULA's or those related to a specific business or trade. We can research this on the client’s behalf and provide solutions upon request, but the client can choose to use our solution at their sole discretion and without any express or implied liability to Diesel Rocket Fuel. In any business where complex compliance issues may exist we recommend that the client takes legal advice from their company lawyer or other relevant 3rd party service provider. 23. Updates to Terms and Privacy Policy: Diesel Rocket Fuel may, at any time, amend these terms and conditions. If Diesel Rocket Fuel posts amended terms and conditions on its Website or the App Store or Play Store such updates will become effective immediately. By continuing to use the products and services of Diesel Rocket Fuel after such revised terms and conditions are posted you agree to be bound by any such amended provisions. It is your sole responsibility to remain updated with any revised terms and conditions. Therefore you agree to periodically visit the Website and the App Store and Play Store to examine the most current terms and conditions.