TERMS AND CONDITIONS
In these terms and conditions (Terms):
These Terms are the entire agreement between the Company and you with respect to the use of the Site, Related Sites and the Services.
All prior representations and understandings, whether written or oral, are excluded.
You must comply with all policies and procedures as published by the Company on the Site from time to time.
Acceptance of these Terms can only be full. Any purported alteration of the Terms by you is not binding on the Company.
Account Information and Acceptance
You warrant that all information provided by you to us in relation to your account is true and correct.
You are responsible for protecting your login details.
Anyone who shares their login details with a person authorised by them are responsible for the actions of that person in their access and use of the Site and Services.
You must notify us immediately if there is any unauthorised usage of your account.
There is no charge for you to create an account on our Site.
After you have created an account on the Site, your account will become active. Once your account is active, you will then have full use and enjoyment of the Site and the Services.
By creating an account, you consent to receive electronic communications from us. These communications may include notices about your account and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided.
We make our Services to you for a fee. The fee amount will be negotiated directly with you and contained in a quote or proposal provided to you.
Payment terms for our fees will be provided to you on an invoice and you agree to pay our fees in accordance with those payment terms.
Payment for Services may be paid by credit card or electronic funds transfer.
If applicable, your purchase orders must be emailed to firstname.lastname@example.org for processing. Once the purchase order is received, we will email you an invoice with payment details.
We will invoice you for the fees in accordance with the milestone payment schedule contained in the proposal we provided to you.
The cumulative amount owing under any invoice from you to us must not exceed $20,000 (Credit Limit). If a Credit Limit is reached, we may stop providing the Services until we receive payment in full.
If the Credit Limit is reached and we exercise our right to stop providing the Services, you are not entitled to bring a claim against us for ceasing to provide those services.
Use of the Services
You must not:
All right, title, and interest in and to the intellectual property subsisting in the Site remains with us and/or our licensors. No right or licence to reproduce or otherwise use such intellectual property is granted to you by these Terms.
All specialty software, applications, and services, and products offered or may be offered by us are maintained by us based on your agreement with us.
You may not claim ownership of any products or services created and owned by us and hosted within the Site; such are the sole property of us including all intellectual property associated with such products or services.
You authorise us to use, store, reproduce and manipulate your data stored within the Site in the provision of Services to you.
Pre-Existing Intellectual Property Rights
Each party will retain its pre-existing intellectual property rights and nothing in this agreement assigns or transfers any pre-existing intellectual property rights of one party to the other.
The parties must procure from their respective representatives all necessary consents to all acts in relation to all works made or to be made by their respective representatives and where any act would otherwise infringe any moral rights with respect to any works.
Project Intellectual Property
All project intellectual property (IP) immediately vests in us upon creation (including part creation).
Upon receipt of full payment of the fees in accordance with the milestone payment schedule contained in the proposal we provided to you, we will assign the project IP to you.
Notwithstanding the above, if this agreement is validly terminated in accordance with these Terms, we will assign the project IP to you.
Our personnel working on the Project may have moral rights in the project IP and the parties agree to respect those rights.
Third-Party Services and Content
We may display content, advertisements and promotions from third parties through our Site (Third Party Content). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and that we are not responsible or liable in any manner for such interactions or Third Party Content.
From time to time, we may ask you to complete a survey relating to your use of the Services. Any survey sent to you is voluntary and is not required to be completed by you in order to continue using the Services. However, we do encourage you to complete each survey as it helps us to be more informed about the provision of Services to you.
If you complete a survey then we reserve the right to display any information provided to us from your survey. We may display this information (in whole or in part), on our Site, social media accounts or promotional materials. Any information published by us may be used for the purposes of marketing, promotion or improvement of our Services.
We reserve the right to adjust, refuse or remove information contained in your survey at our sole discretion.
You grant to us a perpetual and irrevocable licence to use, host and publish the information provided to us in your survey. The information in your survey must not contain content that is fraudulent, abusive, illegal, obscene, indecent, defamatory, incites racial or ethnic hatred, violates the rights of others or is in any other way objectionable.
We cannot guarantee 100% server uptime. Servers and systems must be brought down (offline) at times for routine maintenance and upgrades to ensure that the Site will run and perform optimally.
However, we strive to keep such interruptions to a minimum, and, if possible, to give you advanced notice of scheduled maintenance routines; as well as perform such activities as outside of normal operating business hours as possible.
You may not be able to use the Site due to traffic conditions on the internet, problems occurring at our upstream providers’ facilities, or due to hardware or software component failure. These conditions are entirely out of our control; however, we will endeavour to restore access to the Site in a timely manner.
You indemnify us for all damages suffered or incurred, whether directly or indirectly, in connection with:
The Company is only responsible for providing the Site and Services in accordance with these Terms.
Information provided on the Site is for general purposes only and not as specific advice to any particular person. Any advice contained on the Site or provided by representatives of us is general advice and does not take into account your particular objectives, financial situation or needs. Before acting on any information obtained from your use of our Site or Services, you should seek assistance from your legal and financial advisers as to whether it is appropriate to your particular needs, objectives and financial circumstances. The Company and its officers, employees and agents disclaim all liability (except for any liability which by law cannot be excluded), for any error, inaccuracy in, or omission from any information discussed with or provided to any person or any loss or damage suffered by any person directly or indirectly through relying on any discussions, whether through the Site, the Services or otherwise.
The Site is provided on an ‘as-is’ basis without warranties of any kind, either express or implied. We disclaim all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Site and Services.
Limitation of Liability
To the fullest extent permitted by law, we exclude all terms, conditions, warranties, and guarantees which might be implied into these Terms.
Our liability to you in respect of any claim made by you arising out of the provision of Services is limited, at our option, to the provision of the Services again or paying to provide the Services again.
Neither party will be liable for breach-of-contract damages that could not have been reasonably foreseeable on entry into these Terms.
The Company reserves the right, at its sole discretion, to modify or replace any part of these Terms.
It is your responsibility to check the Site for changes. If you access the Site after a notified change to these Terms, you are deemed to have consented to the Terms in their modified form.
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, our Site or Services (or any features or parts thereof) at any time and without liability.
We may offer new features, functionality or services through the Site. Such new features and functionality, if offered, are offered subject to these Terms.
If, in our sole opinion, you have breached these Terms, we may suspend or restrict your Site access and, or the Services with immediate effect. Suspension or restriction may occur without notice to you. If suspension or restriction occurs, you will be unable to access and use the Site and Services.
Either party may terminate this agreement without cause at any time by giving the other party 30 days’ written notice.
Either party may terminate this agreement immediately on written notice to the other party if:
If termination occurs, you will be unable to access and use the Site and Services.
Unless otherwise agreed in writing by the parties, you must pay for all valid tax invoices submitted to you by us for Services provided up to and including the date of termination.
The parties must not at any time, disparage or make any statement, or permit or authorise any statement to be made, that is calculated or reasonably likely to damage the reputation of the other party.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Applicable Law and Jurisdiction
Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding its existence, validity or termination, must be resolved by arbitration in accordance with the Commercial Arbitration Act 2010 (NSW). The seat of arbitration is Sydney, Australia. The language of the arbitration is English. The number of arbitrators is one.
Last updated: February 2021