Legal

Terms and Conditions of Engagement

IST will provide digital branding, website design, search engine optimisation and marketing services to the Client on the terms and conditions set out below.

The parties agree as follows:

1. Interpretation

In this document:

a. Content means all items used by the Client to promote itself and its business and required by IST to deliver website design and development Services, including all relevant marketing material, photographs and logos;

b. Contract means a contract between IST and the Client for the supply of Services, constituted by these Terms and the terms set out in the relevant Quote, if any.

c. Client means the person requesting IST to supply the Services the subject of these Terms;

d. Invoices means the invoices issued pursuant to clause 5;

e. IST means IST Digital Agency ACN 628 221 349 trading as “IST Digital Agency” and “iSolutions Technology”;

f. Quote means a written quotation issued by IST to the Client for the Services;

g. Services mean digital branding, website design, search engine optimisation, marketing and other services provided by IST to the Client from time to time;

h. Terms mean this document entitled “Terms and conditions of engagement”;

i. Third Party Service means a service provided by a third party to the Client, including hosting, search engine optimisation, SSL certificates, domain names and online marketing;

j. Website Design and Development Contracts mean Contracts where IST provides website design and development Services;

k. ‘includes’ means includes without limitation and ‘including’ has a corresponding meaning; and

l. no rule of construction will apply to the disadvantage of IST on the basis that it was responsible for the preparation of this document.

2. Contract

a. If the Client requests IST to provide Services:

  1. IST will provide the Client with a Quote;
  2. The Quote shall be open for acceptance until the earlier of:
    1. the period stated in the Quote and, if no period is stated, then 30 days from the date the Quote is issued; or
    2. the time that IST advises the Client that it is withdrawing the Quote.
  3. Unless otherwise advised by IST, the Quote shall not include the fees and costs of project managing external contractors.

b. The Client shall be deemed to have entered into a Contract when:

  1. the Client advises IST that they accept the Quote;
  2. the Client instructs IST to proceed to supply the Services even if the Client has not expressly accepted the Quote; or
  3. IST supplies the Services and the Client pays for the same in full or in part even if the Client has not expressly accepted the Quote.
  4. the time that IST advises the Client that it is withdrawing the Quote.

c. Unless the parties agree otherwise, these Terms shall also apply to any future supply of Services by IST even if these Terms are not provided to the Client again.

3. Periodic charges for third party services

a. The Client authorises IST to do all things necessary to keep Third Party Services active, including renewing the contract term of the Third Party Services up to a term equivalent to the period of the immediately expired or expiring term and providing the Client’s credit card details to the supplier of the Third Party Services.

b. The Client may cancel any renewal term by giving IST a written notice no later than 30 days prior to the expiry of the previous term.

c. The rate payable will be invoiced 30 days prior to each renewal period. The balance of the contract payment method that forms a part of this Contract will be used to process payments for any subsequent terms.

4. Website design and development

a. For Website Design and Development Contracts:

  1. the Client must supply the Content to IST by no later than 14 days after the Contract is entered into;
  2. if a website incorporates acontent management system (CMS), the Client is solely responsible for loading relevant content into the CMS driven sections and releases and indemnifies IST from all liability arising from the content the Client loads.
  3. the Client must pay:
    1. 25% of the Quote prior to IST providing any Services;
    2. 50% of the Quote after IST has provided half of the Services described in the Quote; and
    3. 25% of the Quote after the website is completed and operational on IST’s test server (Instalments).

b. The website shall be deemed to be complete and operational if:

  1. all text, images and functionality requested by the Client has been installed (Installation); and
  2. the Client does not request any amendments to the website for a period of 7 days immediately following Installation.

c. IST may render Invoices for each of the Instalments at any time, and the Client must pay the same, in accordance with clause 5 of these Terms.

d. During the development of the website, IST may recommend further additions or changes to the work scope and if the Client accepts them then it will pay the fees and costs associated with the same.

5. Invoices

a. IST may render Invoices to the Client at any time for the Services supplied by IST to the Client.

b. The Client must pay in full any Invoice by no later than 7 days after the date of the Invoice.

6. Failure to pay

a. If the Client fails to pay an Invoice in accordance with clause 5b, IST may, until the Client pays the Invoices:

  1. cease all Services, including marketing and website development services; and
  2. disable a website being developed by IST for the Client.

b. Until the Client pays all outstanding Invoices, IST will retain the title and interestto all intellectual property rights to all things IST designs, develops, authors or creates in the course of providing the Services.

7. Cancellation and refund

a. To the extent permitted by law, IST will not resupply or refundany Services under any circumstances.

b. IST may terminate the Contract without notice to the Clientif the Services are used in a way that IST deems inappropriate including:

  1. sending unsolicited promotional electronic mail;
  2. loading or storing of content that israted ‘NC’ by the Australian Broadcasting Authority or illegal such as illegal software, software cracks and pornography; and
  3. obscene material, fraudulent or deceptive statements, threatening, intimidating or harassing statements or material which violates the privacy rights or property rights of others, or is likely to be defamatory of another person.

8. Warranties and liability

a. The Client warrants that it has obtained all necessary licences and consents for all Content on its website.

b. The Client indemnifies and holds harmless IST against any claim:

  1. in connection with the provision by IST of the Services;
  2. in relation to the loss of data or security problems;
  3. in relation to any failure or non-availability of hosting services; and
  4. that arises from the Client’s failure to comply with clause 8a.

9. Privacy

a. In the course of dealing with the Client, ISTmay collect personal and statistical information from the Client and derive statistical information from the Client’s website (Information).

b. The Client authorises IST tocollect and use the Information for:

  1. for the purpose of supplying the Services and any other services to the Client; and
  2. IST’s own marketing and promotional purposes.

c. The Client authorises and consents to IST:

  1. placing IST’slogo and hyperlink on its homepage; and
  2. listing its website in IST’s directory.

10. Governing Law

The Contract shall be governed by the laws of Western Australia and IST and the Client consent to the non-exclusive jurisdiction of the Courts of Western Australia.

11. Variation

a. IST may in its sole discretion, amend these Terms by notice in writing to the Client and the Client will from the date of receipt of the notice be bound in its dealings with IST by the amended Terms.

b. No variation of or waiver of any of these Terms will be of any force or effect unless they are agreed by IST in writing.

12. Assignment

The Client shall not assign any of its rights, obligations or benefits under these Terms without IST’s express consent in writing.