| 1. |
APPOINTMENT OF WEB SESSIONS AS
DEVELOPER |
| 1.1 |
The Customer appoints the Developer to develop the
Website in accordance with the services, products and
software specified in the Web Sessions Web Design and
Software Development Order Form. |
| 1.2 |
The Customer appoints the Developer to develop the
Website in accordance with the services, products and
software specified in the Web Sessions Web Design and
Software Development Order Form. |
| 2. |
COMPLIANCE WITH COMPLETION DATE |
| 2.1 |
The Developer will complete the services, products and
software specified in the Web Sessions Web Design and
Software Development Order Form by the completion date
specified in the Web Sessions Web Design and Software
Development Order Form. |
| 3. |
DELAY IN COMPLIANCE |
| 3.1 |
Immediately after becoming aware of a potential or actual
delay in achieving the due date, the Developer will notify
the Customer in writing of the nature and cause of the
delay and the steps being undertaken to overcome the delay. |
| 3.2 |
The Customer will grant an extension of time, on such
terms as it may reasonably require, for the achievement
of the services, products and software specified in the
Web Sessions Web Design and Software Development Order
Form by the due date specified in the Web Sessions Web
Design and Software Development Order Form. |
| 3.3 |
If a delay in the due date, which is caused by the
Developer, continues for more than 30 days after a due
date, such a delay will constitute a Termination Event
and the provisions of clause 16.2 will apply. |
| 4. |
SUBCONTRACTORS |
| 4.1 |
The Developer may appoint sub-contractors to undertake
some or all of the obligations of the Developer. |
| 4.2 |
Any amounts payable to any sub-contractors of the Developer
will be payable by the Developer. |
| 5. |
THE CUSTOMER'S OBLIGATIONS
The Customer will have the following responsibilities:
(a) provision of all data to be incorporated into the
Website;
(b) provision of all logos, designs, graphic and related
materials to be incorporated into the Website;
(c) provision of any information, ideas or suggestions
which are to be expressly considered by the Developer
in creating the Website;
(d) provision of all merchant account details to be used
on the Website; and
(e) provision of any other materials, services or facilities
as are reasonably required in accordance with the Specifications
set out in Annexure B.
|
| 6. |
REPORTING AND APPROVAL |
| 6.1 |
The Developer will report, at intervals subsequently
agreed by both parties, on the progress and/or content
of the Website to the Project Manager. |
| 6.2 |
At each stage of the development, and in the testing
of the Website in accordance with clause 8, the Project
Manager will:
(a) be responsible for providing to the Developer written
acceptance, refusal to accept, or conditional acceptance
of the Website or any material to be included in the Website;
and
(b) provide detailed reasons for any refusal of acceptance
or conditional acceptance if they refuse to accept, or
conditionally accept the Website, or any material to be
included in the Website.
|
| 7. |
ALTERATIONS TO THE WEBSITE |
| 7.1 |
After the Customer has approved the Final Concept for
the Website, any changes to the Website may involve the
Developer in significant additional expense. Therefore
any changes to the Final Concept for the Website, subsequent
to approval of the Final Concept, will be carried out
in accordance with the procedure set out in clause 7..
|
| 7.2 |
Upon receipt of requests for an alteration, the Developer
will prepare a written proposal indicating any additional
charge for such alteration and the time within which the
alteration will be effected. If the Customer does not
agree with any aspect of the written proposal, it will
negotiate in good faith with the Developer as to the proposed
alternations and additional charges, and upon agreement
between the parties, the Developer will carry out work
in accordance with the alterations from the date on which
the Customer notifies the Developer that it accepts the
alteration. Otherwise the parties will carry out their
respective obligations in accordance with the clauses
contained in the Web Sessions Web Design and Software
Development Order Form.. |
| 8. |
TESTING OF THE WEBSITE |
| 8.1 |
The Developer will conduct the Acceptance Tests at
its own cost and under the supervision of the Customer,
within fourteen (14) days of the completion of each Development
Phase. |
| 8.2 |
If the Customer is satisfied that the Website or Services
at that Development Phase complies with the Acceptance
Tests, the Customer will issue a written acceptance for
that Development Phase. |
| 8.3 |
If the Customer is not satisfied that the Website or
Services at that Development Phase complies with the Acceptance
Tests, the Customer may by written notice to the Developer:
(a) fix a new date for carrying out further tests on the
same terms and conditions;
(b) accept the Website or Services conditionally; or
(c) reject the Website or Services as not being in conformity
with the Development Plan and, if it does not comply with
the Development Plan within thirty (30) days thereafter,
such an event will constitute a Termination Event and
the provisions of clause 17.2 will apply. |
| 8.4 |
If the Customer accepts the Website or Services conditionally
under clause 8.3(b), the Developer will ensure that the
deficiencies, or Errors, are remedied in accordance with
the terms of any conditional acceptance and, in any event,
no later than by the completion of the final Development
Phase. |
