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Terms and Conditions
1. Your Obligations
1.1 You must promptly give us information, facilities, services
and accessories as we reasonably require to perform this agreement.
1.2 We are not responsible
for any deficiency or delay in providing any product due to:
- incorrect information, data or instructions
you give us; or
- your failure to give us timely information, data or instructions,
and we may charge you at our normal hourly rates for any additional
costs or time we incur as a result.
1.3 You must ensure (and
you warrant) that any material you give us for your website:
- does not infringe the intellectual property rights or other
rights
of any person;
- is not obscene, offensive, upsetting, defamatory or unsuitable
for people under 18 years of age; and
- does not consist of and cannot be used for any purpose or
activity of an illegal, fraudulent or defamatory nature
1.4 You are solely responsible
for:
- compatibility of the products with your existing systems;
- the reliability of communication facilities provided by
communications carriers and internet service providers;
- purchase of computer media supplies; and
- obtaining and paying for all necessary licences and consents
in relation to the use and incorporation of third party materials
with our products.
2. Fees
2.1 You must pay us fees (including all fees
specified in the Schedule) as follows:
- any upfront fees are payable at the time of signing this
agreement;
- monthly fees are payable in advance on or before the first
business day of the month; and
- any additional fees are payable within 7 days of the date
of
our invoice.
2.2 In addition to our
other rights, at law we are entitled to retain all deposits
and fees paid to us if you cancel this agreement (except due
to our breach which we have failed to correct within 30 days
after notice from you to do so)
2.3 We may charge you additional
fees in the following situations:
- for products in respect of which a monthly
fee is not payable;
- if the provision of the products is delayed by you, resulting
in additional costs to us; or
- you request any variation in the products or timing for
supply
2.4 Fees and supplies under
this agreement are subject to GST charges. We will issue you
with a tax invoice or receipt and you must pay GST taxes at
or before the time we are required to remit such taxes to
the Australian tax department.
3. Representations and Warranties
3.1 The only terms implied into this agreement are those which
cannot be lawfully excluded. Where this agreement involves
the supply of goods or services which are not of a kind ordinarily
acquired for personal, domestic or household use or consumption,
our liability for breach of those terms (other than section
69 of the Trade Practices Act) will be eliminated at our option
as the case may be, to anyone or more of the services being
supplied again.
3.2 To the fullest extent
permitted by law, we will not be liable for any:
- indirect or consequential loss suffered
or incurred in connection with this agreement (including any
loss of data or profits) and including claims for such losses
by a third party; or
- loss suffered or incurred in relation to or arising from
any products or services owned or provided by third parties
whether or not supplied under this agreement is limited to
the fees paid to us by you under this agreement in respect
of the applicable product or products
4. Termination
4.1 Either party may terminate this agreement
by giving 30 days written notice expiring at any time after
the first 12 months
4.2 We may terminate this
agreement immediately by notice if you:
- breach this agreement and the breach is
not corrected within 14 days after notice from us to do so;
- become, threaten or resolve to become or are in jeopardy
of becoming subject to any from of insolvency administration;
- cease or threaten to cease conducting business in the normal
manner
5. General
5.1 We are not liable for any delay in or
failure to perform this agreement if the delay or failure
is due to circumstances beyond our reasonable control
5.2 We may sub-contract
performance of any services as required
5.3 Neither party must
disclose the other party's confidential information without
written consent unless legally compelled to do so
5.4 This agreement is the
entire agreement between the parties and supersedes all prior
representations, agreements, statements and understandings
5.5 You must not assign
the benefit of this agreement
5.6 Any failure by us to
enforce this agreement, or any forbearance or indulgence granted
by us to you, is not a waiver of any other rights under this
agreement
5.7 Except as expressly
stated, this agreement may only be varied by written agreement
between the parties
5.8 If any part of this
agreement is held invalid, unenforceable or illegal, the agreement
remains otherwise in full force apart from that part which
is deemed deleted
5.9 This agreement is governed
by New South Wales law
5.10 Notices under this
agreement may be delivered by hand, by mail, by facsimile
or by email to the addresses specified in the schedule and
take effect on delivery or receipt of delivery
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