Web & Application Development, Hosting and Other Services
- The contractual relationship (‘Contract’) between Human Pixel Pty Ltd, herein referred to as ‘Human Pixel’, and the party identified as the ‘Customer’, shall be deemed to commence on the date upon which this Agreement is executed by both parties. Execution may occur through various means, including but not limited to, affixing signatures on a tangible or electronic document, electronic acknowledgment via electronic mail (’email’) or Short Message Service (‘SMS’), through the disbursement of payment for services rendered, or by express oral agreement.
- The ambit of this Agreement shall be confined to the provisions set forth within these Terms and Conditions (‘Terms’), any Proposal tendered by Human Pixel and accepted by the Customer (‘Proposal’), any Addendums thereto (‘Addendums’), and any other documents expressly incorporated herein by reference. For the avoidance of doubt, any discussions or contents of email correspondence shall not be deemed part of the contractual scope, unless such email or correspondence explicitly bears the notation: “INCLUDED IN SCOPE.”
2.1. Adherence to Policies: The Customer must comply with Human Pixel’s Acceptable Use Policy, available at Human Pixel AUP.
2.2. Service Downgrades: Requests to downgrade hosting services require a 30-day notice and will incur an administrative fee as outlined in Section 3 (Fees and Payments).
2.3. Maintenance Notifications: Human Pixel will notify the Customer of planned maintenance activities at least 48 hours in advance.
2.4. Service Outages: In the case of unplanned outages, customers will be notified upon issue resolution. Human Pixel is not liable for losses incurred due to service downtime.
2.5. Data Backups and Restoration: Daily backups of Customer data will be conducted, with one weekly and one monthly backup retained. Data restoration requests are subject to an administrative fee, as detailed in Section 3
2.6. External Server Services: Services on non-Human Pixel servers will be billed hourly, as per rates in Section 3.
2.7. Hosting Rights: Hosting with Human Pixel does not grant the Customer rights to Human Pixel’s hardware or infrastructure.
2.8. Managed Services Plan Modification: Human Pixel reserves the right to modify Managed Services plans to suit the hosted use or software. This may affect any billed amounts charged to the client.
2.9. Service Rates: Rates for Managed Services and Hosting are available at Managed Services Rates
2.10. WordPress Plugin Updates: Updating of WordPress plugins is only undertaken if a separate Maintenance Plan is purchased.
2.11. Telephone Support: Telephone Support is only available if a Phone and Chat Support Add-on is purchased. Unplanned telephone support may incur charges as per Section 3.
2.12. Additional Services: Services like security scanning and performance testing are available only with a relevant Maintenance Plan.
2.13. Hosting Environment Suitability: Applications hosted must be situated in an appropriate environment. Misaligned hosting will be migrated and billing adjusted as necessary without notice to the customer.
2.14. Server Environment Policy: The configuration of server environments is non-negotiable to maintain security and performance standards.
2.15. Server Access and Requests: Server access is controlled by Human Pixel. All service requests must be submitted to the Systems Administration team via the Help Desk at Human Pixel Support. We do not provide external party access to Servers.
3.1. Payment Obligations: The Customer agrees to remit payment to Human Pixel in compliance with the fees and usage charges outlined in the Proposal, or in Human Pixel’s pricing and payment schedule, which may be amended unilaterally.
3.2. Payment Timeline: Payments are to be made according to the timeline in the Proposal or as directed by Human Pixel.
3.3. GST and Currency: Fees and charges are exclusive of Goods and Services Tax (GST) and in AUD$.
3.4. Invoice Settlement: Service fees and charges must be settled within seven days from the invoice date.
3.5. Billing Rates: Applicable billing rates are detailed in the attached tables in Section
3.6. Service Initiation: Services commence upon Customer acceptance and initial payment receipt.
3.7. Refunds: Refunds for unused services require mutual written agreement.
3.8. Credit Card Authorisation: Registering a credit card authorises debits for current and future charges of any type.
3.9. Credit Card Surcharge: Payments via credit card do not incur any surcharges. However, should Human Pixel be financially impacted due to a customer action, we reserve the right to on-charge fees equal to any financial loss.
3.10. Chargebacks: Chargebacks incur liability for the charged amount and related losses.
3.11. Overdue Payments: Late payments may be referred to a collection agency, with the Customer bearing costs. Human Pixel will refer any account overdue for more than 61 days to a collection agency.
Engagement and Billing
3.12. Work Requests: Work can be requested through any communication method, including the Help Desk system.
3.13. Estimate Provision: Human Pixel will provide a work estimate based on complexity and scope for the Work Request, to the customer via Help Desk or Email.
3.14. Work Commencement: Work starts after the Customer’s written agreement to the estimate via email or Ticket response.
3.15. Task Recording: Time spent on tasks is logged in an internal system.
3.16. Time Reporting: Human Pixel will inform the Customer of the logged time once the work is completed.
3.17. Time Access: Customers can request billable time at any time.
3.18. Monthly Invoicing: Billable hours are aggregated and invoiced monthly as per 3.27
3.19. Standard Services Rates: Billing rates for standard services provided by Human Pixel are detailed in the appended table under the “Standard” category.
3.20. Senior Services Rates: Billing rates for services requiring Senior Executive or Technical Lead involvement are under the “Senior” category, subject to the following conditions:
- 3.21.1. High complexity necessitates senior involvement.
- 3.21.2. Tight deadlines necessitate senior involvement.
- 3.21.3. When no alternative resources are available and the client elects to proceed.
- 3.21.4. Specialist skills like Business Analysis or Data Analysis are required.
- 3.21.5. The work is outside the original scope where a Senior’s involvement would have been assumed.
3.22. Consulting Services Rates: Billing rates for Director-provided consulting are categorised under “Consulting”, applicable when:
- 3.23. The consulting is explicitly requested by the client and:
- 3.23.1. Is beyond standard project planning.
- 3.23.2. Is unrelated to regular project or Business-As-Usual activities.
- 3.23.3. Involves exceptionally technical aspects not covered during initial scoping.
- 3.23.4. Entails specialised advice on methodology or best practices.
- 3.23.5. Requires liaising with external vendors on the client’s behalf.
3.24. Rate Adjustment Discretion: Human Pixel retains the discretion to waive or reduce rates in situations deemed beneficial to the project or future commercial relations with the client.
3.25. Rate Adjustments: Human Pixel may modify rates at its discretion and update these terms at any point with the changes taking place after a grace period of 30 days after a notification to a main customer email as provided by the customer on initial sign up, or changed by the customer in their billing portal.
3.26. Rate Review Responsibility: Clients are responsible for reviewing current rates on this page before requesting work.
3.3 Billing Rates
|Band||Unit of Measure (UOM)||Rate per UOM||Category|
3.4 Termination Fees
|Maintenance Plans||$0 AUD|
|Chatbot Addons||$0 AUD|
|Hosting / Managed Service||$220 AUD|
|Chatbot on Platform||$330 AUD|
|Development Server||$110 AUD|
|Github Branches||$55 AUD|
|Provision of File Backup||$220 AUD|
|Provision of Database Backup||$220 AUD|
|Provision of File and Database Backup in a single request||$330 AUD|
|DNS/CDN Hosting||$55 AUD|
|Service Cancellation||Minimum $110 AUD|
|Project Cancellation Fee||100% of remaining Milestone Payments|
|Project Delays (Uncontactable Customer)||5% of total contract value per month|
|Overdue Amounts||Penalty Interest (Rate set by the Australian Government, calculated daily)|
3.5. Automatic Payment Authorisation: By adding a credit card to the billing portal, the Customer authorises Human Pixel to automatically charge the card for any fees and charges due under this Agreement.
3.6. Notification of Charges: Human Pixel will provide a detailed statement of charges to be billed on the 1st of each month, giving Customers the opportunity to review charges before the automatic billing date.
3.7. Adjustment of Billing Information: It is the Customer’s responsibility to ensure that all billing information, including credit card details, is current and accurate. Human Pixel is not responsible for errors resulting from outdated or incorrect billing information.
3.8. Suspension for Non-Payment: In the event of non-payment, Human Pixel reserves the right to suspend services until payment is made. This includes cases of repeated declined payments.
3.9. Reinstatement of Services: Once suspended for non-payment, services may be reinstated upon the settlement of all outstanding balances, including any applicable fees.
3.10. Late Payment Interest: If payments are not made by the due date, Human Pixel may charge interest on overdue amounts at a rate specified in this Agreement or as allowed by law.
3.11. Dispute Resolution for Charges: If a Customer disputes any charges, they must do so in writing and within the dispute window. Disputed charges will be reviewed, and if valid, adjusted in subsequent billing cycles.
3.12. Refunds and Credits: Any refunds or credits due to the Customer will be applied to the Customer’s account and offset against future charges.
3.13. Termination for Breach: Continuous failure to maintain a valid payment method or repeated late payments may result in termination of the Agreement by Human Pixel.
3.14. Changes to Payment Terms: Human Pixel reserves the right to modify payment terms, including credit requirements and billing procedures, subject to providing reasonable notice to the Customer.
3.15 External Services: The Customer agrees to reimburse Human Pixel for any payments made to third-party or external software providers. For amounts up to $1,000, Human Pixel may proceed without prior notice to the Customer. For amounts exceeding $1,001, written agreement from the Customer is required before incurring the expense.
3.16 Development Requirements: The Customer agrees to pay Human Pixel for any Development or Testing accounts that are required to be activated as part of the project. These payments will be on a monthly basis and in accordance with the rates and terms set out in the Billing Schedule, which can be accessed here: Human Pixel Managed Services.
3.17 Branding Removal Fee: If the Customer requests the removal of, or instructs the removal by a third party of, Human Pixel’s branding from any product or service as stipulated in clause 7.4, a Branding Removal Fee will apply. The specific fee for this service will be determined based on the scope and nature of the product or service and must be agreed upon in writing by both parties. This fee compensates for the promotional value lost by Human Pixel and covers any associated costs of branding removal.
3.18 Privacy Breach Fee: In the event of a violation of clause 10.4, specifically relating to the unauthorised attendance of process servers or similar entities at the home addresses of Human Pixel staff or related persons, a Privacy Breach Fee of $3,500 AUD per occurrence will be charged. This fee is to address the privacy infringement and cover any resulting administrative or legal costs incurred by Human Pixel.
4.1. Data Ownership and Compliance: The Customer asserts ownership of all data provided to Human Pixel Pty Ltd (“Human Pixel”) and guarantees that such data does not infringe on any intellectual property rights. The Customer also ensures that their data is free from viruses, malware, or any harmful components.
4.2. Indemnification: The Customer agrees to indemnify Human Pixel against any losses or damages arising from violations of this Agreement, improper use of Human Pixel’s services, or any unauthorised access facilitated through the Customer’s account.
4.3. Prohibition of Sensitive Data Storage: The Customer is prohibited from storing sensitive financial data, including end-customer credit card information, on servers operated or managed by Human Pixel to ensure compliance with data protection regulations.
4.4. Consequences of Warranty Breach: Any breach of the warranties outlined in this section may lead to immediate termination of the contract, with effectiveness upon issuance of a written notice from Human Pixel.
4.5. Formal Acceptance of Changes: The Customer’s acceptance of new terms, adjustments in scope, or variations communicated via email will be considered as a formal agreement to these changes.
4.6. Notification of Contact Changes: The Customer is responsible for promptly informing Human Pixel of any changes to their principal contact email address to ensure uninterrupted communication.
4.7. Data Security Compliance: The Customer is responsible for ensuring that all data supplied to, or stored on, Human Pixel’s servers comply with prevailing data protection and privacy laws. This includes, but is not limited to, adherence to regulations such as the General Data Protection Regulation (GDPR) and the Australian Privacy Principles (APPs).
4.8. Confidentiality of Information: The Customer must treat all non-public information obtained through the use of Human Pixel’s services as confidential. This includes, but is not limited to, proprietary information, technical data, and business processes.
4.9. Prohibited Use: The Customer must not use Human Pixel’s services for illegal activities, including but not limited to, the transmission of illegal, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind or nature.
4.10. Data Backup: While Human Pixel may perform regular backups, the Customer is ultimately responsible for the backup of their own data. Human Pixel is not liable for any data loss.
4.11. System Integrity and Access: The Customer agrees not to undertake any action that could compromise the integrity or access to Human Pixel’s systems or infrastructure.
4.12. Notification of Breach: In the event of a security breach or unauthorized access to the Customer’s data, the Customer must notify Human Pixel immediately upon discovery.
4.13. Use of Third-Party Services: If the Customer integrates third-party services or applications with Human Pixel’s services, they must ensure compliance with the terms and policies of those third-party services.
4.14. Audit Rights: Human Pixel reserves the right to audit the Customer’s use of its services to ensure compliance with this Agreement. Such audits will be conducted with reasonable notice and at a mutually agreeable time.
5.1. Service Warranties: Human Pixel does not guarantee that the Product or Service will be uninterrupted, error-free, meet all the Customer’s requirements beyond what is outlined in the Proposal, or be immune from external threats or unauthorised access.
5.2. General Limitation of Liability:
5.2.1. Use at Own Risk: The Customer’s use of Human Pixel services is at their own risk, and Human Pixel is not liable for any losses or damages incurred by the Customer.
5.2.2. Limited Liability: If Human Pixel is found liable, the liability is limited to either re-supplying the service or refunding an amount not exceeding the total payments made by the Customer in the month preceding the incident.
5.2.3. Exclusion of Indirect Damages: Human Pixel is not liable for indirect or consequential damages, including data loss, lost revenue, or lost profit.
5.2.4. Rectification or Refund: Liability for any losses is primarily limited to rectifying any deficit in the product or service, or refunding fees paid in the month prior to the event if rectification is not possible.
5.2.5. Software Migration: No warranties are provided for the functionality or performance of the Software post-migration if the Customer elects to migrate to an alternate environment.
5.3. Fairness of Terms: In compliance with the Australian Consumer Law, all contract terms have been reviewed to ensure they are fair and reasonable, particularly in relation to the balance of power between Human Pixel and its customers.
5.4. Transparent Communication: Key terms and any changes to the contract will be clearly communicated to the Customer, ensuring transparency and understanding.
5.5. Adherence to Consumer Rights: Human Pixel acknowledges and respects the Customer’s rights under Australian Consumer Law, and will not include any terms that limit these rights.
5.6. Continuous Review: Human Pixel commits to a continuous review of its contract terms to ensure ongoing compliance with Australian Consumer Law and the fair treatment of customers.
5.3. Exclusions from Warranties: This Agreement does not warrant that the services provided by Human Pixel will be perfectly suited to the Customer’s specific business needs or that all software and services will be completely free from vulnerabilities or security breaches.
5.4. Service Availability: Human Pixel endeavors to maintain optimal service availability but does not guarantee uninterrupted service. Scheduled maintenance and unforeseen downtime may occur, and Human Pixel is not liable for any resulting impact on the Customer.
5.5. Data Integrity: While Human Pixel takes reasonable steps to ensure data integrity, it is the Customer’s responsibility to maintain appropriate backups. Human Pixel is not responsible for any data loss or corruption.
5.6. Third-Party Integrations and Services: Human Pixel is not liable for any issues arising from third-party services or integrations that are used in conjunction with its services. The Customer is responsible for ensuring that any third-party integrations comply with Human Pixel’s terms and policies.
5.7. Limitations on Claim: Any claims against Human Pixel must be made within a reasonable time frame, not exceeding six (6) months from the occurrence of the event giving rise to the claim.
5.8. Force Majeure: Human Pixel shall not be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or technological failures.
5.9. Software Licensing: The Customer acknowledges that any third-party software provided by Human Pixel is subject to the terms and conditions of the respective software license agreements.
5.10. Modification of Services: Human Pixel reserves the right to modify or discontinue any service or software feature, provided that such changes do not materially diminish the functionality of the services or products provided to the Customer.
6.1. Termination Notice: Either party may terminate this Agreement with 30 days’ written notice.
6.2. Termination by Human Pixel: Human Pixel may terminate the Agreement for breach by the Customer of this agreement, delayed payments, insolvency, legal actions initiated, or threatened, against Human Pixel, or as required by law. In such cases, retention of the Customer’s data or property is subject to full payment settlement.
6.3. Customer’s Right to Terminate: The Customer may terminate this Agreement for any reason. However, termination does not automatically entitle the Customer to a refund.
6.4. Refund and Additional Charges Calculation: Upon termination of the Agreement by the Customer, any potential refund or additional charges will be calculated based on the comparison of estimated man-days for project completion against the man-days already expended by Human Pixel. This method ensures a more accurate and equitable assessment of work completed, especially for out-of-scope tasks, and provides clarity in settling accounts.
6.5. Termination Fees and Additional Work: In the event of termination, the Customer agrees to pay a termination fee which covers the costs of service cessation, backups, ticket management, and administrative time. Additionally, this fee will include charges for any out-of-scope work completed by Human Pixel and all non-billed charges accrued up to the termination date. This ensures that all efforts and resources expended by Human Pixel are fairly compensated.
6.6. Payment of Termination Fee: The termination fee must be paid prior to the acceptance of the Service Cancellation Request.
6.7. Cancellation Procedure: Cancellations must be made through the designated Service Cancellation form available at Service Cancellation Form. Other methods of cancellation are not accepted.
6.8. Authorised Cancellation: Only the Customer who initially subscribed can complete the Service Cancellation form.
6.9. Change in Service Ownership: For changes in service ownership, the Customer must contact email@example.com prior to cancellation. A due diligence period of 3 to 14 days is required for services involving domain registrations to protect the rights of the owner.
7.1. Licensing of Excluded Material: Human Pixel grants the Customer a global license to use, modify, and resell the Excluded Material upon full settlement of all payments as outlined in the Proposal and any additional billed amounts.
7.2. Component Reuse: The Customer grants Human Pixel with a license to reuse and resell any Component developed as part of this Agreement in future projects and to transfer the project code part of a sale of the business.
7.3. Content Sharing and Backup: The Customer permits Human Pixel and any authorised subcontractors or third parties to utilise and share their content as necessary to fulfil the Agreement, operate the Software, and conduct backups.
7.3.1. Indemnification for Third-Party Claims: The Customer will indemnify Human Pixel against any third-party claims arising from infringement of rights related to the Customer’s content.
7.4. Branding Rights: Human Pixel retains the right to place its logo on any product developed for the Customer, unless explicitly instructed otherwise in writing before accepting the Proposal.
7.5. Marketing Use: Human Pixel may use images or screenshots of the Software for its marketing and promotional activities, respecting the intellectual property rights and confidentiality agreements.
8.1. Customer Obligations:
- Respond to information requests within 3 business days.
- Complete UAT (User Acceptance Testing) within 5 business days.
- Approve completed milestones within 5 business days.
- Settle final invoices within 7 calendar days.
- Approve scope changes within 3 business days.
- Promptly respond to scheduling requests for showcases or project discussions.
- Avoid causing unreasonable delays to the project.
8.2. Extra Charges: Additional charges, as detailed in Section 3, will apply for:
- New scope requests.
- Meeting cancellations impacting project progress.
- Delays due to non-compliance with Section 8.1.
- Other actions by the Customer causing project delays or increased effort.
- Excessive emails
- Director level interface and meetings
8.3. Subcontracting: Human Pixel may subcontract parts of the work at its discretion.
8.4. Services Beyond Proposal:
- Estimates provided based on complexity.
- Inclusive of all necessary services and skills.
- Billing in line with Section 3 terms.
8.4.4. Design Changes Limit: Limited to two rounds of changes. Additional changes billed per Section 3 rates.
8.5. UAT Limitation: Includes one round of UAT changes. Additional changes billed per Section 3 rates.
8.6. Systems Administration Support:
- Inclusion of specific hosting and DevOps accounts.
- One-time download of website files and database at project start and end.
- Additional efforts billed per Section 3 rates.
8.7. Project Delays and Revisions: Human Pixel may revise timelines and costs due to Customer delays or new information impacting the project effort.
8.8. Non-Compliance and Termination: Failure to comply with Section 8.1 may lead to project termination under Section 6.
8.9. Monthly Project Related Hosting Fees:
9.1. Agreement Modification: Human Pixel can alter this Agreement’s terms and will notify the Customer in writing of such changes. Customers who disagree with the amendments should engage in the Dispute Resolution process outlined in Clause 12.
9.2. Unaffected Customers: If Human Pixel modifies service details or pricing in a way that does not affect certain Customers, there is no requirement to notify those Customers who are not impacted by the changes.
10.1 Language Requirement: All notices under this Agreement must be written in English.
10.2 Customer’s Written Notice: The Customer will STRICTLY send written notices to Human Pixel via email at firstname.lastname@example.org. Human Pixel will confirm the receipt of any important emails with formal communication attached within 4 business days.
10.3 Human Pixel’s Written Notice: Human Pixel will send written notices to the Customer at the email address listed in the Human Pixel CRM system, updated as per any notice from the Customer to Human Pixel.
10.4. Restriction on Process Servers: The attendance of process servers or any similar entities at the home addresses of Human Pixel staff members or related persons is strictly prohibited. This is to respect the privacy and safety of our staff. Any violation of this policy will result in a Privacy Breach Fee as outlined in Section 3. This fee is to compensate for the breach of privacy, safety, and quiet enjoyment of Human Pixel staff and related persons in their own homes, and to cover any related administrative or legal costs incurred.
11.1 Force Majeure: Human Pixel is not liable for failure to comply with this Agreement due to circumstances beyond its reasonable control, including Acts of God, Force Majeure, or intentional disruption by external parties.
11.2 Transfer and Assignment: The Customer may not transfer this Agreement or any services provided under it without the written consent of Human Pixel. Human Pixel may assign this Agreement to a third party without the Customer’s consent.
11.3 Survival of Clauses: Clauses 2, 3, 6, 10, 12, and 14 remain applicable even after the termination, cancellation, or suspension of Human Pixel Services.
11.4 No Offsetting: The Customer may not offset any claims against amounts payable to Human Pixel.
11.5 Monitoring: Human Pixel reserves the right to monitor any services provided by Human Pixel to the Customer, including non-public sections, for compliance with this Agreement and other valid purposes.
11.6 Electronic Communication: The Customer permits Human Pixel to provide information, including promotional material, through electronic means or other methods chosen by Human Pixel.
11.7 Acceptance of Terms: The Customer must accept all terms of this Agreement for Human Pixel to proceed.
12.1 Written Notification of Grievance: In the event of a disagreement between Human Pixel and the Customer, the aggrieved party must detail the issue in writing to the other party.
12.2 Appointment of Representatives: Each party will appoint a representative for the purpose of resolving the dispute.
12.3 Escalation to Representatives: If the dispute is not resolved within 21 days, it will be escalated to the appointed representatives for further discussion, potentially through mediation.
12.4 Urgent Court Relief: This clause does not prevent either party from seeking urgent judicial relief when necessary.
13.1 Severability: If any provision of this Agreement is found to be illegal, void, or unenforceable, that provision will be ineffective only to the extent of its illegality or unenforceability, without invalidating the remaining provisions of this Agreement.
14.1 Governing Law: This Agreement is governed by and shall be construed in accordance with the laws of the State of New South Wales, Australia.
14.2 Jurisdiction: The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, and any courts competent to hear appeals from those courts.
- Agreement: The contract between Human Pixel and the Customer.
- Business Day: A day excluding Saturday, Sunday, or public holiday in Victoria.
- Claim: Any demand, action, or proceeding, whether real or threatened.
- Customer Content: All materials provided by the Customer for inclusion in the Software.
- Customer Data: All materials transferred from the Customer to Human Pixel or to a server managed by Human Pixel.
- Excluded Material: Intellectual Property developed by Human Pixel prior to this Agreement.
- Force Majeure Event: Natural disasters and human-initiated events causing business impact.
- GST: Goods and Services Tax imposed by the Australian Government.
- Managed Services: Replaces “Hosting Package.” This refers to the managed services provided by Human Pixel, encompassing a broader range of solutions beyond traditional hosting.
- Human Pixel Service: Any service provided under this Agreement.
- Help Desk: The primary platform for support-related communications, located at support.humanpixel.com.au.
- Zoho Forms: Used for data collection and specific requests from customers.
- Human Pixel Websites: This includes all domains operated by Human Pixel, offering various points of interaction and information.
- Intellectual Property Rights: Inventions, copyrights, and other forms of intellectual property.
- Loss: Any liability, cost, or damage, including legal costs related to a Claim.
- Malware: Malicious software such as trojans, viruses, and other harmful code.
- Proposal: The document listing the deliverables for the Project.
- Software: Software developed by Human Pixel, excluding Customer Content, Customer Data, and Excluded Material.
- Third Party Services: Services facilitated by Human Pixel but provided by a third party.
- Component: A software application, code, or feature related to a project.
16.1. Confidential Information: Both parties acknowledge that they may access each other’s confidential data, documents, designs, drawings, or any other material. Confidential information also includes any information identified as confidential when disclosed.
16.2. Confidentiality Obligations: Each party commits to maintaining all Confidential Information in strict confidence, not disclosing it to third parties, and using it solely to perform obligations under this Agreement.
16.3. Exclusions from Confidentiality: Confidential Information does not include information that is publicly known, independently developed, or rightfully known to the receiving party without confidentiality obligations.
16.4. Duration of Confidentiality: The confidentiality obligations will continue for 5 years post the termination or expiry of this Agreement.
16.5. Non-Disparagement Commitment: The Customer agrees to refrain from making disparaging statements about Human Pixel, its employees, products, or services in any public forum, including social websites, or directly to a staff member or customer of Human Pixel in verbal or written form.
16.6. Duration of Non-Disparagement: The non-disparagement obligation remains in effect during the Agreement and for 5 years following its termination or expiration.
16.7. Remedies for Breach: Breaches of the non-disparagement clause entitle Human Pixel to seek injunctive relief, damages, and legal costs.
16.8. Liquidated Damages for Breach: In case of a breach of the non-disparagement clause, the Customer will pay $50,000 in liquidated damages as a pre-estimated sum for the harm caused.
16.9. Applicability of Liquidated Damages: The liquidated damages apply specifically to breaches of non-disparagement and are not considered a penalty.
16.10. Additional Legal Remedies: Payment of liquidated damages does not limit Human Pixel from seeking other legal remedies, including injunctive relief or actual damages exceeding the liquidated damages.
18.1 Compliance with Privacy Laws: Both parties agree to adhere to the Privacy Act 1988 (Cth) and all relevant data protection legislation.
18.2 Data Processor Role: The Customer recognises that, under the Privacy Act, Human Pixel acts as the data processor, not the data controller.
18.3 Data Processing Obligations:
- Process personal data solely based on the Customer’s written instructions.
- Implement robust security measures to protect personal data from unauthorised access, loss, destruction, or damage.
- Assist the Customer in facilitating data subjects’ rights under the Privacy Act.
- Promptly inform the Customer of any personal data breach.
18.4 Clause Updates for Legal Compliance: Human Pixel reserves the right to update this clause to maintain legal compliance, with any changes to be communicated as per the Agreement’s modification terms.
19.1 Post-Termination Obligations:
- Immediate Payments: All outstanding amounts due to Human Pixel become payable immediately upon termination.
- Confidential Information Handling: Parties must either return or destroy each other’s Confidential Information as instructed.
- Discontinuation of Use: The Customer must cease using any Human Pixel-provided software and materials.
- Final Data Backup: Upon settling all fees, Human Pixel will provide a final data backup in a standard format, including the backup provision fee, required prior to provision, as per Section 3.
- Termination Fees: Applicable termination fees (Section 3.3) are charged for winding down services.
- Surviving Clauses: Certain clauses, like Confidentiality and Intellectual Property, will remain effective post-termination.
19.2 Data Deletion Post-Termination: Human Pixel may delete any Customer Data 30 days following termination.
20.1 Support and Maintenance Provision: Human Pixel offers Support and Maintenance services as part of a Maintenance package detailed in the Proposal or as agreed in writing.
20.2 Maintenance Services:
- Periodic software updates, security patches, and bug fixes.
- Routine system performance and health monitoring.
- Database backup and restoration as per Section 3.
20.3 Support Services:
- Email support within business hours (9:00 AM – 5:00 PM AEST, Monday to Friday), responding within 1 business day.
- Troubleshooting for services provided by Human Pixel.
20.4 Billing for Additional Support: Services outside standard terms are billed according to Section 3 rates.
20.5 Exclusion of Third-Party Services: Human Pixel is not liable for the support or maintenance of third-party services and software not supplied by Human Pixel.
Support and Maintenance Services
20.6 Issue Severity Classification:
- Critical: Major system dysfunction impacting business.
- High: Significant functionality issues, not system-wide.
- Medium: Minor functionality issues.
- Low: Non-critical, minor bugs.
- Question: General inquiries.
20.7 Service Level Agreements (SLA) by Severity and Plan:
- Critical Issues:
- Bronze: 4-hour response, 1 business day resolution.
- Silver: 2-hour response, 8-hour resolution.
- Gold: 15-minute response, 4-hour resolution.
- Platinum: 15-minute response, 4-hour resolution.
- High Severity:
- Bronze: 1 business day response, 3-day resolution.
- Silver/Gold: 4-hour response, 1-2 day resolution.
- Platinum: 15-minute response, 8-hour resolution.
- Medium/Low Severity and Questions:
- Bronze: 2 business day response, resolution per availability.
- Silver/Gold: 1 business day response, prioritised resolution.
- Platinum: 15-minute response, 1-day resolution.
20.8 Non-Package SLA:
- Response within 3 business days, resolution subject to availability.
20.9 Additional Support Billing:
- Outside standard terms billed at $220/hr.
20.10 Maintenance Plans:
- Hosting Plan Required: Customer must have a hosting plan, Maintenance is only conducted on Human Pixel servers.
- Basic: Includes automated updates, manual review every 3 months. Bronze SLA.
- Site Secure: Adds Immunity 360 Protection, monthly security scanning. Bronze SLA.
- Site Secure w/Monitoring: Web services updates, higher-level security management. 24/7 monitoring, Silver SLA.
- Site Secure w/Patch and Monitor: Advanced patching, medium-level security management. 8×5 Help Desk, Silver SLA.
- Enterprise: Low-level security management, server testing. 12×5 Help Desk, Gold SLA.
- 24/7 Support Add-on: Continuous support, Platinum SLA. Must have a Maintenance Plan
20.11 Downtime Response:
- Immediate efforts to restore service in case of downtime.
20.12 Security Issue Management:
- Basic & Site Secure: High-level security issue management included only. Additional billing for Low and Medium severity issue management
- Site Secure with Monitoring: High-level security issue management included. Additional billing for Low and Medium severity issue management
- Site Secure with Patch and Monitor: Medium-level security issue management included. Additional billing for Low severity issue management
- Enterprise: All severity security issue management included.
This policy governs the use of Human Pixel’s Hosting Services by Customers and Users to ensure lawful and respectful service usage. Updates will be communicated periodically.
- ACMA: Australian Communications and Media Authority
- Mobile Carrier Content Service: Mobile content service based in Australia
- Potentially Prohibited Content: Material that is unrated but likely objectionable
- Prohibited Content: Content classified as RC or X18+
- Restricted Content: Likely R18+ content
- Spam: Unsolicited commercial communications
- Users: Individuals using the service who are not customers
1. General Usage Principles:
- Be aware of and comply with legal obligations for internet use and content regulation (refer to www.iia.net.au and www.acma.gov.au).
2. Prohibited Actions:
- Avoid any activities that break the law.
- Do not engage in actions that cause harm or harassment.
- Refrain from distributing prohibited, potentially prohibited, or restricted content.
- Protect minors from inappropriate materials.
- Avoid misleading or illegal business practices.
- Respect intellectual property rights.
3. Anti-Spam Policy:
- Engaging in spamming is strictly prohibited.
4. Handling Third-Party Complaints:
- We work with customers to address complaints; if unresolved, we may provide the complainant with the customer’s contact information.
5. Monitoring and Compliance:
- Consequences of non-compliance may include warnings, suspension, termination, or legal action.
Usage of our services constitutes agreement to this policy and an obligation to indemnify Human Pixel against any related claims.
Human Pixel is covered by the Australian Privacy Principles (APPs), as set out in the Privacy Act 1988 (as amended). The APPs govern the way that we collect, use, disclose, secure and provide access to personal information.
Purpose of the Policy
Human Pixel takes its obligations under the Privacy Act 1988 (as amended) seriously. We have privacy obligations to our customers and to the general public who use the services provided by Human Pixel.
Collection of Personal Information
Human Pixel does not collect personal information unless it is necessary. We only collect personal information by means that are lawful, fair and unobtrusive. When practicable, personal information will only be collected from the individual concerned.
The type of information that Human Pixel collects about you will depend on the nature of the service provided. When you contact Human Pixel, you may provide us with any of the following types of personal information:
- Date of birth
- Email address
- Telephone and facsimile number
- Credit card and other bank details
- Occupation, position or job title
- Other information which may be collected when you visit our website to read or download information, which may include your server address, domain name, the date and time of your visit to our site, the pages viewed and the information on those pages.
Use or Disclosure of Personal Information
Human Pixel will only use or disclose your personal information for the primary purpose of collection, or a related purpose, or where we are required or permitted to do so by law or where you have provided consent.
In addition, Human Pixel uses your information when advising you about our products and services, or upcoming events at Human Pixel. Human Pixel will not provide your personal information to any other organisation for marketing purposes without your consent.
With your consent we may disclose your information to:
- Outsourced service providers including but not limited to printing houses and mail-out services, billing and debt recovery services, financial institutions and information technology services
- Professional advisors such as lawyers, accountants and auditors, and
- Government authorities as required or authorised by law
Data Quality and Security
Human Pixel will endeavour to ensure that the personal information we hold about you is complete, accurate and up to date. In order to assist us to achieve this, it is important that you advise Human Pixel when your details change.
Human Pixel may store your information in hard copy or electronic format, in storage facilities that we own and operate ourselves, or that are owned and operated by our service providers. Human Pixel will take all reasonable steps to protect personal information from loss, misuse, or unauthorised access.
Some of the steps Human Pixel has taken to protect the security of your personal information include:
- Computer and network security including passwords and other electronic barriers
- Physical restrictions on access to personal information such as security doors
- Policies for destroying or permanently de-identifying personal information no longer required (subject to legal requirements for retaining certain records), and
- Secure internal information handling procedures
Access to your personal information
You have a right to access and correct personal information that we hold about you.
Access may involve permitting you to inspect or take notes or make photocopies of your personal information. To obtain access you will have to provide proof of your identity. This is necessary so that Human Pixel can ensure that your personal information is not disclosed to any other person.
In some circumstances, Human Pixel may not be able to provide access to your personal information. If this occurs, we will provide you with a written explanation. Requests for access to your personal information should be made in writing to the Human Pixel Privacy Officer. There is generally no fee for access to personal information. However, in some cases a reasonable fee may be charged in order to recover costs if information has to be retrieved from archives or a large quantity of information has been requested.
Human Pixel will respond to all requests for access within 14 days.
Cookies and related technologies
Specifically, the cookie we serve through this website is for remarketing. We may also drop an additional opt-out cookie if you opt-out as described below.
Your choices and opting-out
We recognise how important your online privacy is to you, so we offer the following options for controlling the targeted ads you receive and how we use your data:
- You can opt out of receiving targeted ads served by us or on our behalf by clicking on the blue icon that typically appears in the corner of the ads we serve. Please note that, if you delete your cookies or upgrade your browser after having opted out, you will need to opt out again. Further, if you use multiple browsers or devices you will need to execute this opt out on each browser or device. If you opt-out we may collect some data about your online activity for operational purposes (such as fraud prevention) but it won’t be used by us for the purpose of targeting ads to you.
- We use AdRoll to serve our advertising. AdRoll is also a member of the Network Advertising Initiative (NAI) and adheres to the NAI Codes of Conduct. You may use the NAI opt out tool here, which will allow you to opt out of seeing targeted ads from us and from other NAI approved member companies.
- We also comply with the Self-Regulatory Principles for Online Behavioural Advertising as managed by the Digital Advertising Alliance (DAA). You may opt out of receiving targeted ads from other companies that perform ad targeting services, including some that we may work with as Advertising Partners via the DAA website here.
- Please note that when using the ad industry opt-out tools described above:
- If you opt-out we may still collect some data about your online activity for operational purposes (such as fraud prevention) but it won’t be used by us for the purpose of targeting ads to you.
- If you use multiple browsers or devices you may need to execute this opt out on each browser or device.
- Other ad companies’ opt-outs may function differently than our opt-out.
- To opt out of receiving targeted ads that are based on your behaviour across different mobile applications follow the below instructions, for iOS and Android devices:
- iOS 7 or Higher:Go to your Settings > Select Privacy > Select Advertising > Enable the “Limit Ad Tracking” setting
- For Android devices with OS 2.2 or higher and Google Play Services version 4.0 or higher: Open your Google Settings app > Ads > Enable “Opt out of interest-based advertising”
Opting out will not prevent you from seeing ads, but those ads will likely be less relevant because they won’t be tailored to your interests. The ads might, for instance, be randomly generated or based on the web page you are visiting.
Some internet browsers allow users to send a “Do Not Track” signal to websites they visit. We do not respond to this signal.
What data we collect and how we use it
We may collect the following categories of information for the purposes explained below.
- Website activity: This is data about your browsing activity on our website. For example, which pages you visited and when, and what items you placed into your online shopping cart.
- Device and browser information: This is technical information about the device or browser you use to access our website. For example, your device’s IP address, cookie string data and (in the case of mobile devices) your device type and mobile device’s unique identifier such as the Apple IDFA or Android Advertising ID.
- Ad data: This is data about the online ads we have served (or attempted to serve) to you. It includes things like how many times an ad has been served to you, what page the ad appeared on, and whether you clicked on or otherwise interacted with the ad.
- We use this data to help identify and serve ads to you that are more relevant to you. We also use this data to operate, improve and enhance our services including enhancing the data points we or our Advertising Partners have about a particular user, browser, or device, or to target, optimize,cap, or synchronize advertising.
We may disclose information about you:
- With our service providers: We contract with companies who help with parts of our business operations. We require that our service providers only use your information in connection with the services they perform for us.
- In connection with legal proceedings: When we are under a legal obligation to do so, for example to comply with a binding order of a court, or where disclosure is necessary to exercise, establish or defend the legal rights of Human Pixel, our suppliers or any other third party.
- In connection with a sale of our business: If a third party acquires some or all of our business or assets, we may disclose your information in connection with the sale.
We also share hashed email addresses (or other identifiers associated with those hashes), technical data that we collect about your browsing habits and your device (such as data relating to our cookies, tracking pixels and similar technologies) with other advertising companies in the digital advertising ecosystem. This enables them and us to better target ads to you.
Finally, we may disclose aggregated, anonymized information with other third parties.
If you have any concerns about the way your personal information has been managed by Human Pixel or if you believe that Human Pixel has breached the APPs, you may make a complaint in writing to the Privacy Officer at:
PO Box 404
or email email@example.com.
All complaints will be investigated within 14 days of receiving your complaint. If Human Pixel has not handled your personal information in a way that is consistent with the APPs then we will take steps to remedy this immediately.
If you have any concerns about the way your complaint is being handled, you may contact the Office of the Australian Information Commissioner by email at firstname.lastname@example.org or telephone on: 1300 363 992