Terms and Conditions
1. THIS IS A SUMMARY OF OUR TERMS AND CONDITIONS
This Agreement is a summary of Our Full Terms and Conditions which govern our relationship and which prevails over this document if there is conflict between the two. A full copy of Our Full Terms and Conditions will be given to You on request. By executing this document or accepting Our Services and Licensed Content You are taken to have accepted and be bound by Our Full Terms and Conditions. This Agreement commences on the date set out above and can be terminated after the Initial Term by either party on 30 days’ written notice. This Agreement may be terminated by Us immediately by notice to You if certain events occur.
2. Services and Licensed Content
During the term of this Agreement, We will provide to You the Services and Licensed Content specified in the Schedule to this Agreement or Our Proposal. For Development Services, We will try but do not warrant that We will adhere to the timeframe comprised within the Development Stages. We are not responsible for installing the Services or, where applicable, Licensed Content on Your Site. Upon completion of installation of any Development Services, We will provide You with certification that the Website operates in accordance with and otherwise complies with the Functional Specifications as set out in the Development Services.
3. Project Management
Each party must appoint a project manager to provide professional and prompt liaison with the other party.
4. Use Of Services Or Licensed Content
You will comply with Our policies, including but not limited to Our Acceptable Use Policy.
5. Our Warranties And Representations
To the maximum extent permitted by law, we make or will be bound by no warranties.
6. Payment for Services
Our Fee is payable on the dates specified for payment in the schedule to this Agreement or otherwise Our Proposal.
7. Change Control
Any request to change the scope of the Services or Licensed Content, or variation to this Agreement otherwise, must be made in writing and signed by both parties setting out all of the details of the change, any variations to the Fee or other monies payable hereunder, time frame changes for delivery and any other relevant matters.
8. Intellectual Property
Each party will retain ownership of all of its Existing Material and its Intellectual Property Rights in its Existing Material. The ownership of all Intellectual Property Rights in the Deliverable Material will
vest on their creation in Us. We grant to You a non-transferable, non-exclusive licence in Australia. If the Deliverable Material provides or facilitates access to any server or other database (Facility) of or under Our control, that access is subject to the terms of use applied by Us to that Facility from time to time.
9. Confidentiality
The terms and conditions of this Agreement and all information provided under or in connection with this Agreement (the Confidential Information) are confidential and You must keep them confidential.
10. Liability and Indemnity
You indemnify Us, Our officers, employees and agents against any claim, loss (including special, indirect or consequential damages, that may be incurred or sustained by Us as a result of or in connection with any breach by You of this Agreement or any law. We assume no responsibility or liability arising from any error, omission, infringement of Intellectual Property Rights, defamation,
obscenity, or inaccuracy contained in any information or data posted on or accessed through the Website, except as contained in Our Licensed Content supplied under this Agreement. Our total liability arising out of any particular breach of this agreement by Us for damages regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any other legal or equitable obligation is, however, limited to 10% of the Fee actually received by Us from You as at the date liability arises.
11. Meaning of words
Full definitions of the terms below and others used in this document are in Our Full Terms and Conditions. In this document: Agreement means Our Full Terms and Conditions; Deliverable Material means the Material created or provided under this Agreement, including the Licensed Content or pursuant to the performance of the Services; Development Services means the services described as such in the schedule to this Agreement or otherwise Our Proposal; Development Stages means the stages specified for the interim and final completion of Development Services described in the schedule to this Agreement or otherwise Our Proposal; Existing Material means Material that a party owned or was entitled to use as at the date of this Agreement, or which was created by a party after that date other than for the purposes of this Agreement, in respect of which any Intellectual Property Rights of that party, or the person through whom that party has the right to use the material or matter, subsist; Fee means the total of the charges and fees for all of the Services or Licensed Content provided by the Us to You as set out in the schedule to this Agreement or otherwise Our Proposal; Initial Term means the initial term of this Agreement as set out in the schedule to this Agreement or otherwise Our Proposal; Intellectual Property Rightsmeans all intellectual property and related and neighbouring rights; Licensed Content means the content to be provided by Us under this agreement, as described in the schedule to this Agreement or otherwise Our Proposal; Services means the provision of the Website and Development Services, as described in the schedule to this Agreement or otherwise Our Proposal; Site means the website used and operated by You and which may be linked to the Website from time to time. Website means the location accessible on the Internet through the world wide web notified by the Us from time to time through which We provide Licensed Content.