In this Agreement any term defined in the Project Proposal, Proposal and Approval of Works has that meaning and:
The Company refers to Your Digital Solution, ABN 6953516226, of Unit 19, Level 1, Cineplex Building, 7 Bunker Road, Victoria Point, Queensland, 4165, Australia. (Postal: PO Box 7243, Redland Bay, QLD, 4165)
Agreement means these terms and the Project Proposal and any schedule or annexure to them.
Project Proposal means the most recent documentation supplied and referenced by these terms.
Confidential Information means all business, financial and technical information of a party other than that which is in the public domain (except as a result of a breach of this Agreement by the other party) or comes to the other party through a third party who is under no obligation of confidentiality.
GST law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other similar or related Acts, regulations or rulings.
Services means the services described in the Project Proposal.
Unless specified otherwise in the Project Proposal, this Agreement commences on the date the parties execute the Agreement and (subject to earlier termination under this Agreement) continues until such time as the Services are complete.
The Company will use best endeavours to provide the Services in accordance with the Project Proposal. The Client must perform any obligations required to be performed by it in the Project Proposal.
The Client must hold all necessary consents, licenses, authorisations, approvals and permits necessary in relation to the promotion, competition or Services described in the Project Proposal.
In consideration of providing the Services the Company will charge the Client and the Client will pay the payments, and other considerations, set out in the Project Proposal (Costs). The Client must pay all invoices within 14 days of the date on which the invoice is issued.
Unless otherwise stated, the Costs quoted and payable by the Client to the Company will be stated as exclusive of all taxes, duties or levies (i.e. not including any GST). Upon invoicing applicable GST will be applied where required. If any Supply made by a party to the other (Recipient) pursuant to this Agreement is considered a Taxable Supply pursuant to the GST Law, then any GST payable on that Supply will be wholly due and payable by the Recipient at the time the payment for that Supply is due; and provided that the supplying party provides to the Recipient a valid tax invoice for that Supply prior to the time when the GST payment is due. Terms defined in the GST law have the same meaning in this clause.
Each party must take all reasonable steps to ensure that it and its personnel do not disclose the other parties Confidential Information. A party must not disclose the other parties Confidential Information unless required by law. Each party must on demand destroy or return to the other party any Confidential Information supplied by the other party in connection with this Agreement.
The Company does not warrant that the Services will be continuous or fault free or that all data or content (whichever is applicable) will be successfully transmitted or that any such transmission will be fault free or timely at all times. Best efforts will be undertaken on the Client’s behalf at all times according to industry standards at the time, relevant to the services provided.
All statutory or implied conditions and warranties are excluded to the extent permitted by law. To the extent that liability for breach of conditions or warranties cannot be excluded, liability is limited to supplying the services or goods again or the payment of the cost of having the services or goods supplied again. Other than as specified the Company is not liable (including negligence) to the Client for any loss, damage, cost or expense (consequential or otherwise) arising in respect of this Agreement. Loss of profits, interest, business, sales, turnover, revenue, anticipated savings or goodwill will be losses of a consequential nature.
The Company limits its liability for all direct loss arising out of this Agreement that has not been excluded or cannot exclude to the amount received by the Company from the Client in relation to this Agreement in the 3 months before the event giving rise to the Companies liability.
The Company warrants that it, its employees and its contractors who are or who may be engaged to perform work in relation to the Client, the Services and/or the Project Proposal will have up to date, industry-standard virus protection, spyware and security measures in place to prevent any unauthorised access to, or damage to, the Client or any of the Client’s assets including but not limited to its website.
Either party may terminate this Agreement without prejudice to its other remedies by notice in writing to the other (Defaulter): if the Defaulter commits a material breach of this Agreement and the Defaulter has not remedied the breach within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or if the Defaulter is or becomes insolvent or bankrupt, becomes an externally-administered body corporate under the Corporations Act 2001 or steps are taken by any person towards external administration.
Upon termination or expiration of this Agreement the Client must pay all Costs due to the Company.
All notices that must be given under this Agreement must be posted or delivered to the receiving parties address as set out in this Agreement unless otherwise notified in writing by the receiving party.
In the event of an inconsistency between this document and the Project Proposal, this document will prevail.
This Agreement is governed by the law of Queensland.
Force Majeure: Neither party is liable to the other party for failure to meet any of its obligations under this Agreement if such failure results from causes or circumstances beyond the reasonable control of the defaulting party including any act of God, fire, explosion, failure of third party services, flood, drought, war, riot, sabotage, embargo, interruption of or delay in transportation, technical malfunction, breakdowns, labour trouble from whatever cause or compliance with any order, direction or request from any governmental agency or office.
The Client may not assign its rights under this Agreement without the prior written consent of the Company, with such consent not being unreasonably withheld.
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement.
In the event of an ongoing engagement between the parties beyond this Project Proposal, all future discrete parcels of work are covered by these terms subject to any Project Proposal, or if no Project Proposal is in place these terms stand as agreed by the Parties, until the services are terminated.