You or Your means the person so named on either quotation, application or correspondence.
We, Us or Our means World Domain Pty. Ltd. A.B.N. 90 079 131 052.
Correspondence means a quotation or service definition provided to You either verbally or written.
Provider or Supplier means any third party that is utilised in the facilitation of said services or product.
Service means any services provided by World Domain to the customer either directly or indirectly via a third party provider.
Service Fees mean fees or charges relayed to You for a product or service.
SEO means Search Engine Optimisation.
This Agreement constitutes the full and entire understanding and agreement between Us and You with regard to the supply Our services.
3.) Our Responsibilities
We make all reasonable attempts to deliver Our services to the level of standard stipulated in Our correspondence, however at times this may not be achievable, due to factors including but not limited to system maintenance, third party providers, equipment failure or system changes. You acknowledge that We do not guarantee the services or systems of Our third party providers or partners which include but are not limited to Google, Microsoft, IBM and Our various data centre providers.
You acknowledge that although We endeavour to provide Our Services error free that errors do and will occur and that We will not be responsible for any repercussions these may cause. Any time frames offered by Us are estimates and although We will endeavour to complete all Services within the estimated time frames We will not be liable for any penalties, monies or hardships otherwise incurred by You if these time frames are not meet.
You acknowledge that any Service provided to You by Us will not be used for –
(i) for any illegal activity,
(ii) for the transmission of unsolicited e-mail or spam,
(iii) to abuse, harass or annoy any person,
(vi) for any activity that may cause damage or loss to, or compromise the security of, Us or an other Provider or Supplier, or the equipment or service of ours or any other Provider or Supplier, or
(vii) for any activity that exposes the Customer, Us or a Provider or Supplier to civil liability.
4.) Limitation of Liability
This Service is provided at Your own risk.
Service is provided as is no responsibility will be taken for any performance degradation or incompatibility it may have on the system it resides on or interacts with.
Any data stored by or for You on either Our or Our Provider(s) equipment is stored at Your risk.
Data stored by or for You on either Our or Our suppliers equipment is stored at Your risk.
Although all code is checked no responsibility will be taken for errors inherent therein.
To the full extent permitted by law, and except as expressly provided by this Agreement, all terms, conditions, warranties, undertakings or representations whether express, implied, statutory or otherwise are excluded.
Where an Act of Parliament implies any term in this Agreement, and that Act of Parliament voids or prohibits provisions under a contract which exclude or modify the operation of such term, the term is deemed to be included in this agreement.
You undertake not to make any claim whatsoever against Us, Our suppliers, employees, contractors or assignees for loss (including but not limited to economic and consequential loss), damage or expense relating to or arising from this Agreement or the use or any Service (in contract, tort [including negligence] or otherwise).
Without prejudice to the above clause, and if permitted by law, Our total liability to You for loss or damage of any kind due to Our negligence, breach of contract or breach of any law arising out of or in any way related to this Agreement is limited to, at Our discretion,
(i) for the breach relates to services, the resupply of the service, or payment of the reasonable cost to the customer of procuring the services from another supplier; or
(ii) if the breach relates to goods, replacement or repair of the goods or equivalent goods.
You hereby indemnify Us against all liability, costs, loss or damage, suffered or incurred by Us, Our supplier, employees, contractors and assignees arising from Your breach of this Agreement
(which may be modified from time to time). Unless instructed by Us, You may only contact Us, not Our supplier. Upon Your report of any faults We will take reasonable steps to remotely identify the cause and advise You of the action required. You acknowledge that faults related to the provision of any service, may be outside of Our control, and any restoration targets We provide may be subject to the performance of Our suppliers, for whom We accept no liability.
We may assign any of Our rights under this Agreement without Your prior written consent. We must notify You if We exercise this power.
All fees and charges quoted are valid for 30 days from the earlier of:
(i) the date listed on the quotation itself, and
(ii) the date an Email was sent listing Service Fees.
(iii) the date You where verbally informed of the Service Fees.
You agree to pay charges for Service in accordance with Our Service Fees.
Unless otherwise stated a minimum of 50% deposit is required for all work of a programming nature. This includes but is not limited to software and web page development. No work will commence until these funds are cleared. All SEO work/modules must be paid for in full before work commences. All deposits or progress payments that are made or charged are not refundable unless otherwise stated. Reoccurring Service Fees will be charged in advance and shall commence on the earlier of:
(i) the date on which We notify You that the service is connected, and
(ii) the date that You commence utilising the Service.
Any cost arising from payment clearings or transaction charges/fees are solely the responsibility of You and will be charged as such.
You agree to pay charges by cheque or credit card, or as agreed with Us in writing. If payment is by credit card, You permit Us to debit Your credit card in accordance with either Our quote or pricing schedule or as altered from time to time.
We reserve the right to alter charges from time to time by giving at least 21 days notice of such alterations. Such notice may be by post, facsimile, or email. If the alteration to charges represents an increase in the cost of the Service, You may terminate this Agreement without penalty on condition that We receive Your termination notice by facsimile, post or email within 14 days of Our original notification to You.
If a GST is imposed on any supply made under or in connection with this Agreement (a taxable supply) the party obliged to pay for the taxable supply will pay additional consideration of an amount equal to the GST payable on or for the taxable supply.
If We do not receive Your payment within 14 days of issuing an invoice, We may charge a late fee and/or block Service until full payment is received. An unblocking charge may be levied. Charges will continue to accrue on services which are blocked.
We are allowed to charge interest on all overdue amounts at the Westpac business overdraft rate, calculated daily and compounding monthly. Further, You must pay all costs reasonably incurred by Us in recovery of overdue charges.
7.) Reoccurring Services
We reserve the right to change the Supplier of any Service from time to time. You agree to provide reasonable assistance in order to effect a change of Supplier. Some Services provided require the data transferred to be measured. These measurements will be used to calculate Your usage. Usage will be measured in megabytes (some services may measure one megabyte to equal 1,000,000 bytes). You agree to pay for any extra usage in accordance with Our Service Fees. Unused data does not accrue between months.
We may conduct a credit review on You at any time. We may seek information from You, or a third party such as a credit agency, to assist in Our credit view. You agree to cooperate by providing to Us information that We reasonably request. We may require You to provide financial security if, in Our opinion, We deem it necessary to secure Our financial exposure to You.
You authorise Us to disclose information about You to other credit providers or obtain and use information from other credit providers for the purposes of assessing Your application for the Service, Your ongoing credit worthiness or the status of any account held by You with Us or with any other credit provider.
You agree to provide Us with a valid credit card in order for Us to charge You in accordance with this Agreement. You agree to advise of new card details if Your card destroyed, cancelled or expires.
9.) Force Majeure
A Force Majeure is an event or circumstances beyond reasonable control of any part, except an inability to pay money when due.
The parties are not responsible for any delay in performing or failure to perform any obligation under this Agreement, other than an obligation to pay money, as a result of force majeur.
10.) Early Termination Fee
All reoccurring services will incur a disconnection fee equal to the sum of the utilised Providers termination fees and costs plus 25% clean up costs. In conjunction with this an administration fee of $220 will also be charged.
Subject to the provisions of this section, the Agreement shall be ongoing for reoccurring Services until it is terminated by either party by giving one months written notice by post, facsimile or email.
If You terminate this Agreement before the expiry of the initial contract term, or if We terminate following Your breach of this Agreement, You must pay an Early Termination Fee (ETF) as described in section 10.
12.) SEO Services
Although We strive to obtain the best available outcome to You, We are unable to give any guarantee of search engine position or placement and are under no obligation to ensure a position of any kind.
13.) Copyright – Trademarks
You warrant that all material provided to Us by You is solely owned by You and does not infringe on any other groups copyrights or trademarks.
14.) Intellectual Property
Unless specified all quotations do not include any source code license. All source code and associated intellectual property relating to said source code, solely remains Our property. Any alteration, reverse engineering or manipulation of any kind on the code, compiled or otherwise, provided by Us for the quoted application may be a breach or trademark and copyright laws and may lead to penalties under the relevant acts.
You are responsible for maintaining the security of Your computer and any devices accessible to any Service.
You agree to install and maintain Anti-Virus software and to ensure any passwords used are secure and not easily guessed.
16.) Your Responsibilities
You must not interfere with the normal operation of any Service or any software or make either unsafe.
You agree not to assign or otherwise transfer this Agreement or Your rights under it, delegate Your obligation, or resell the Service.
You must not disclose Your password to any person, or allow a third party to use the Service without Our permission
We may terminate this Agreement immediately by written notice, with no liability on Our part, if:
(a) our arrangements with a Supplier upon whom delivery of the Service depends are terminated, or if the supplier fails to comply with its obligations under such arrangements, so as to prevent or delay Us from complying with Our obligation to provide the Service to You (ETF is not payable);
(b) You (or if You are a company, one of Your directors), enters into bankruptcy, liquidation or any other form of insolvency, administration, management or receivership (ETF is payable).
(c) You breach Our or Our Providers Acceptable Use Policy on more than 2 occasions (ETF is payable).
We reserve the right to alter the terms of this Agreement by giving at least 14 days notice of such alterations. In the event that We exercise this right, You may terminate this Agreement without paying the Early Termination Fee on condition that We receive Your termination notice by fax, e-mail or post within 14 days of Our original notification to You.
All notices shall be in writing and shall be sent by hand delivery, post, email or facsimile to the parties hereto at their respective addresses. A notice need not be signed if it states by whose authority it is sent.
The Customer undertakes to notify the Us at least 7 days prior to any change of address.
Our details for service of notices are as follows, unless notified otherwise by post, fax or email.
By email: email@example.com By facsimile: (02) 1300 978669
By post: Accounts Manager
Whiporie, NSW 2469
If a provision of this agreement is void, illegal or unenforceable, it may be severed without affecting the validity, legality or enforceability of the other provisions of this agreement.