The following terms and conditions apply where Catalina IT develops a web application for a client, or provides consulting or other services. Where Catalina IT provides web hosting, additional terms and conditions will apply. These will be supplied as a part of any web hosting quotation that we provide.

We would be happy to discuss these terms and conditions with you at any time.

All projects undertaken by Catalina IT (Catalina) involving the production of software, or the provision of consulting or other services for a client (Client) are governed by the following terms and conditions, unless these are varied by agreement with Catalina IT, in writing. In accepting a quotation, the Client specifically agrees to these terms and conditions.

1. developing software to a fixed quotation

Most projects undertaken by Catalina are to produce software on the basis of a fixed price quotation. In such cases the following terms and conditions will apply 1.1 The Client will provide details of the server where the application is to be hosted. This will include the web server type, and any arrangements for security certificates. Catalina can provide assistance or advice if needed.

1.2 Catalina will provide the client with a specification of the functionality of the software to be the Client will accept the quote, and these terms and conditions, in writing.

1.3 The Client will pay Catalina a deposit of not less than 25% of the total price quoted (including GST) on acceptance of the quote. Catalina will issue the Client with a tax invoice.

1.4 If the Client wishes to add to or change the functionality described in the accepted specification, the Client will submit details to Catalina, who will provide a fixed price quote.

1.5 Catalina will complete the software as per the agreed specification, and install it for the Client for testing. This may involve installing the software on a test server provided by Catalina, or a server provided by the Client.

1.6 The Client will test the software promptly and either report problems to Catalina in writing, where the software fails to function as per the specification, or communicate their acceptance of the software to Catalina in writing.

1.7 Once the Client has notified acceptance of the software, Catalina will install the finished software on the server designated by the Client in 1. above. If a different server is to be used, either initially, or at a later date, Catalina reserves the right to re-quote for the installation.

1.8 The Client will give Catalina all the information they need to make the installation on their designated server possible.

1.9 When the software has been accepted by the Client, and the software has been installed on the designated server as per 1., the Client will pay Catalina the balance due, as per the original quote, including GST. Catalina will issue a tax invoice.

1.10 Where the software requires data to be prepared and entered, or images to be uploaded, this will be the responsibility of the Client. Catalina will provide a separate fixed price quote for this if so requested.

1.11 From the date the Client notifies Catalina of their acceptance of the software, Catalina will continue to provide support to correct any problems the Client might find in the software for a period of three calendar months at no extra cost to the Client, except for the following

• changes in functionality outside the agreed specification
• problems caused by network or server failures
• problems resulting from moving to a new server
• problems resulting from changes to server configuration
• problems with data, except where the software produced by Catalina is responsible
• problems outside Catalina's control
• training

1.12 Where a quote has been accepted for amendments or additions to existing software, such amendments or additions will be covered by clause 1.11 above. This will only apply to the amendments or additions, not the whole system.

1.13 Support as outlined in 11.1 above may be required by the Client beyond the initial three months. Catalina can provide ongoing support either by submitting a fixed price quote to the Client, or by the use of a support voucher scheme as described below. The Client can choose which method suits them best.

a. The Client can purchase one or more support vouchers at any time, for $220 each including GST. These will remain valid indefinitely. A tax invoice will be issued at the time of purchase.

b. The Client will need to have at least one pre-paid support voucher before any support is provided.

c. When the Client requests support, Catalina will decide if a support voucher is required or not. If so they will inform the Client, who will need to accept that a support voucher is being redeemed, before the support can take place.

d. A support voucher covers a single support incident, no matter how many phone calls or emails are involved, or how much time is involved in correcting the problem.

e. Support vouchers can be used for problems or assistance with the software. They cannot be used to add functionality to the software (a fixed price quote would be provided in such a case).

f. Catalina cannot make any guarantees re the timeliness or quality of support, though Catalina will endeavor to resolve any problems as quickly as possible.

g. Where a problem is beyond Catalina's control, and needs to be referred to a third party, the associated voucher will still be considered to be redeemed. At Catalina's discretion Catalina may decide to reinstate a support voucher in such a situation.

2. projects undertaken on a time and materials basis

Catalina produce software and provide services of various kinds on a time and material basis. The following terms and conditions apply in these situations.

2.1 Catalina will provide the Client with a summary of the work to be undertaken, and an estimate of the hours to be charged, the hourly rate to apply, and any additional charges. The Client will have to authorize this in writing before any work is started and before any expenses are incurred.

2.2 Where travel to the client site is necessary, an additional charge equivalent to one hour will be incurred. No other expenses will charged unless previously agreed by the Client.

2.3 Catalina will provide progress reports during the life of the project. These will include a summary of the work completed, as well as details of hours worked and expenses incurred.

2.4 Catalina will notify the Client if at any time Catalina believes that the hours or expenses will exceed the original estimates.

2.5 The Client can ask Catalina to stop work on the project at any time. The Client agrees to pay for any work done and any expenses incurred up to this point in time.

2.6 The Client may place a limit on the number of hours or the expenses that they wish to incur. In such a case Catalina will not work beyond the requested hours or incur more costs than was requested.

3. terms and conditions that apply to all projects undertaken by Catalina IT

3.1 It is the Client's responsibility to ensure that they have adequate backup copies of both data and programs.

3.2 The source for all PHP programs will be provided in an encrypted form. This will be fully functional, but the encryption will mean that the client (and anyone else) will not be able to read or amend the software. Where the client subsequently requires amendments to the software, this will have to be carried out through Catalina (via a fixed price quote). This does not apply to any HTML or Javascript files included with the software.

3.3 Where Catalina has written software specifically for the client, or modifies existing software, a copy of this software is to be lodged with a third party on final payment by the Client, and a replacement copy produced whenever the software is subsequently amended. This software will be made available to the Client in the circumstances where Catalina ceases to trade, or automatically should no Catalina representative be available for a period of at least one week. In this context being availably means responding to phone or email requests for support.

3.4 Catalina will not accept any liability for losses incurred by the Client resulting from use of the software.

3.5 Catalina will retain all intellectual property rights and copyrights to all software they produce. The Client is granted unlimited access (in encrypted form) to use the programs as they wish, but may not amend, sell or dispose of the software in any way.

3.6 Most web applications include a number of HTML templates which are used to control how details are displayed for the user. Where HTML templates are used, these are to be produced (by Catalina or another organization) and accepted by the Client, prior to commencement of any software development by Catalina.

3.7 If the Client wishes to amend HTML templates after software development has commenced, Catalina reserve the right to re-quote for any extra work involved. The Client can accept the quote or leave the HTML templates in their agreed form.

3.8 Catalina will provide an estimated project duration as a part of each quote produced. While Catalina will make every endeavor to have the software completed in the timescale estimated, this cannot be guaranteed, as the project may well be affected by circumstances outside Catalina's control.

3.9 All software is provided "as is" without warranties as to performance or merchantability or any other warranties whether expressed or implied. Because of the various hardware and software environments into which software may be put, no warranty of fitness for a particular purpose is offered. Good data processing procedure dictates that any software be thoroughly tested with non-critical data before relying on it. The Client must assume the entire risk of using the software. Catalina's liability will be limited exclusively to replacement or refund of the service charge related to the software.

3.10 In no event shall Catalina be liable for any damages in connection with or arising out of the use of the software by any person whatsoever, including incidental, indirect, special or consequential damages, or any damages related to loss of use, revenue or profits, even if Catalina has been advised of the possibility of such damages. The Client expressly agrees to such a waiver.

3.11 These terms and conditions shall be governed and interpreted by the laws of the State of New South Wales, Australia, without regard to the Client's choice of legal jurisdiction and the Client expressly agrees that the venue for resolution of disputes, if any, arising out of these terms and conditions, or the performance of the Software, shall be in New South Wales.

Please call on 02 80062222 or email info@catalina-it.com.au