1. SCOPE OF CONTRACTUAL FRAMEWORK
1.1 Sri Sai Consultancy Services Pty Ltd ABN 47601659072 trading as “Web Marketing Guru” ( here in after referred as “WMG” is an independent
digital agency specializing, in particular, in consulting, internet-based communication(Website creation and hosting, domain-name purchase and management,e-mail(webmail) management, search-engine optimization, apps development, commerciallinks, Web call back service, logo ,Branding, Web-marketing Service, and so on).WMG does not control and has no interest in the capital of any companies that sell media vehicles or advertising space from which it purchases services for its clients and, more generally, has no financial ties with vendors of such media vehicles or advertising space. Similarly, the said vendors of media vehicles or advertising space do not control and have no interest in WMG’s capita. Under the terms of this contract, as defined hereinafter, the client (hereinafter referred to as the “Client”) authorizes WMG to purchase, on client’s behalf and at client’s expance, media vehicles, advertising space and related services.
1.2 Any Services performed by WMG shall be subject to this contract governing the performance of services entered into with the Client, which
includes (i) the supplementary conditions figuring on the reverse (hereinafter referred to as the “Supplementary Condition”) (ii) these general conditions for the performance of services (hereinafter referred to as the “Conditions”),(iii) the WMG Welcome Guide and, where applicable (iv) the internet financial conditions. The aforementioned documents shall constitute an indivisible contractual frame work (hereinafter referred to as the “Contract”), and the Client expressly acknowledges having received these document upon signing this Contract. This Contract shall constitute the full and entire agreement between the parties.
1.3 The terms and conditions of this Contract shall supersede all provisions, terms and conditions contained in any confirmation order, purchase order, or other writing the Client may provide WMG (hereinafter referred to as the “Client Document”), and the right of the parties shall be govemed exclusively by the provisions, terms, and conditions of the Contract, regardless of whether such Client Documents are delivered to WMG before, Contemporaneously with or after execution of the Contract. If any Client Documents are used to place orders with WMG, it is expressly understood and agreed that the terms and conditions of this Contract shall prevail insofar as they may in any way conflict with the terms and conditions set forth in such Client Documents. The client hereby releases WMG from any obligations that are set forth in such Client Documents to the extent such obligations are inconsistent with WMG’s obligations under this Contract. The Client hereby represents and warrants, with the knowledge that WMG is relying on such representations and warranty in entering into this Contract, that the Client shall not seek enforce any provisions, terms, or conditions contained in a Client Document to the extent that such provisions terms or conditions are inconsistent with the provisions, terms, or conditions of the Contract.
2. PERFORMANCE OF THE SERVICES BY WMG
2.1 Details on the products and/or services purchased by the Client for the implementation of the communications plan (hereinafter referred to as the “Services”) are specified in the Supplementary Conditions. Their description and/or conditions are also set forth in the copy of the WMG Welcome Guide remitted to the Client. The Service Provided by WMG, without limitin the generality of the foregoing, shall include the purchase of advertising space (especially on search engines). Other than the purchase of advertising space, WMG shall not be empowered to directly enter into contracts with third parties for and on behalf of the Client.
3.1 The Services performed by WMG shall be supplied at the annual and/or monthly price specified in the Supplementary Conditions. This price shall be fixed, firm and non-adjustable over the term of this Contract. No changes in price of the Services from the amount as specified in the Contract shall be effective without prior written intimation from WMG to the Client.
3.2 Unless otherwise agreed to, any price, amount or sum indicated in this Contract shall be Australian Dollars.
3.3 The discounts and promotional offers related to monthly payment are valid for the initial duration of this Contract, and do not apply to automatically renewed, nor to actively renewed, Contracts.
4. TERMS AND CONDITIONS OF PAYMENT – FAILURE TO PAY
4.1 The annual/or monthly/or weekly price of the Services Performed by WMG shall be paid by the Client every year/or every month over the term of this Contract on the date indicated in the agreement. The payment schedule has been established with the Client and is indicated in the Supplementary Conditions figuring overleaf. The invoices sent by WMG shall be payable upon receipt of the same by the Client.
4.2 Invoice shall be payable by check issued to <> and/or Electronic Funds Transfer and/or by pre-authorized debit payments standing orders in accordance with the terms of settlement elected by the Client in the Supplementary Conditions. Unless agreed to otherwise by the parties, prices shall be net of discount.
4.3 Upon the Client’s failure to pay any sum by the due date, WMG shall be authorized by right, without further notice or extension, to charge the Client interest on arrears at an annual rate of twenty percent(20%), capitalized on a daily basis. This interest shall be payable by right and automatically acquired by WMG, without formality or prior notice and without prejudice to any other action WMG would be entitled to launch against the Client. Notwithstanding the foregoing, the rate of interest and method of calculation of interest shall not exceed the maximum set by applicable law.
4.4 Following a delay in payment WMG reserves the right to require the Client to pay by means of automatic debit payments. Should the client refuse to accept this condition, SSCS reserves the right to suspend the performance of service. Should the Client fail to pay an installment by the due date, SSCS shall consider the Client to have lapsed in its duty, and the balance owing on this Contract price shall become due and payable. In the case of a check that is not honored due to insufficient funds, WMG reserves the right to charge the Client an additional amount of AUD$25.
4.5 WMG shall not be obliged to perform the services ordered by the Client if the client does not pay the price agreed upon in the contract, in accordance with the above terms. In the event the Client fails to comply with the terms of payments stipulated in this contract, WMG shall be entitled to suspend or terminate the Services being performed and to retain all amounts collected to date.
4.6 WMG shall not be obligated to complete the assignment or transfer of the management of the Client’s Internet domain name(s) unless all sums
owing by the Client to WMG, for any reason whatsoever, have been duly and fully paid. 4.7 The Client hereby acknowledges that the completion of this Contract is strictly conditions on approval of its credit by WMG, which can terminate this Contract if it deems, at its sole discretion and at any time, that the Client’s credit is unsatisfactory. To this effect, the authorizes WMG to make all the usual third-party solvency and credit inquiries and to enter the Client’s credit information in its file and disclose that information to third parties. The Client undertakes to issue or sign any document and to take any other measure required to give effect to this provision.
5. CONTRACT TERM AND TERMINATON
5.1 This Contract shall be entered into for the term indicated in the Supplementary Conditions figuring over leaf, expressed in months or years (hereinafter referred to as the “Initial Period”).
5.2 This Contract shall be renewed automatically beyond the Initial Period by successive period of the year, unless expressly cancelled by either party by written notice sent at least three (3) months prior to the end of the current period. whether the latter be the Initial Period or one of the aforementioned successive periods. The Client shall send such written notice to email@example.com or to such other address or to such other fax number or by such other method as WMG may specify to the Client from time to time.
5.3 This Contract shall take effect on the date it is signed by both parties. The Client may not revoke or terminate this Contract prior to the end of the initial period or the end of a renewal period for any reason or on any basis or ground whatsoever. Any attempt by the Client to terminate this contract other than by providing notice of non- renewal in accordance with clause 5.2 above, shall constitute b breach of this contract by the Client, at which time WMG shall be entitles to the remedies set forth in clause 6.6 below.
5.4 Any insolvency event as defined under the Corporations Act; Assignment for the general benefit of creditors; the Client’s dissolution; the winding up of the Client prior to the performance in full of its obligations and the sale, assignment or transfer of its rights under this Contract without prior Written authorization from WMG shall be interpreted as a default under the terms hereof, and shall result in WMG being fully enrolled to terminate this Contract by written notice sent via registered letter.
5.5 In the Event the Client fails to meet any of the obligations set forth in this Contract, all sums owing by the Client, including the regular installments
due over the term of this Contract, Shall become immediately payable.
6. OBLIGATIONS OF MEANS – DISCLAIMER OF WARRANTIES LIABILITY INDEMNIFICATION
6.1 WMG shall act prudently and diligently and to use all reasonable means to performs the services. WMG does not guarantee any particular result from performance of the services.
6.2 The client acknowledges and agrees that the services are provided with no warranties whatsoever whether written or oral, express or implied, including without limitation any warranties of merchantability and fitness for the particular purpose or use, any warranty of compatibility between the Client’s electronic Communication system ( or any third party’s system) and that of WMG, and any implied warranties arising from courseof performance, course of dealing or usage. WMG hereby disclaims, and the Client hereby waves, any and all warranties to the maximum extent possible under applicable law. The Client agrees that, with respect to any and all claims, demands, actions, or causes of actions arising under or in connection with this contract, and regardless of the form of action (whether in contract or in tort, including without limitation breach of warranty negligence and strict liability in tort), except as set forth in clause 6.3 below WMG shall not be liable for any loss or damages, including without limitation any lost profits, loss of business , loss of use, loss data, or other direct, indirect, incidental, special, consequential, or other damages, caused to client or any third party, even if WMG has been informed of the possibility thereof.
6.3 Right and remedies for PDH goods and Services, If WMG supplies goods or services of a kind ordinality acquired for personal, domestic or
household (PDH) use or consumption, Customer has rights under the Australian Consumer Law (ACL) including Consumer Guarantee Rights. Nothing in a service Agreement limits those rights and remedies in any way. Rights and remedies for non-PDH goods costing no more than $40,000 If WMG supplies goods or services not of a kind ordinarily acquired for PDH use or consumption and costing no more than $40,000: in relation to those goods, Supplier’s liability for failure to comply with a Consumer Guarantee (other than certain guarantee and undisturbed use) is limited : replacing the good for supplying equivalent ones; or paying the cost of having repaired; and in relation to those services,WMG’s liability for failure to comply with a consumer guarantee is limited to: supplying the services again: or paying the cost of having the services supplied again. Otherwise: Any representation, warranty, Condition or undertaking that would be implied in a contract by legislation, common law, equity, trade, custom or usage or otherwise is excluded to the fullest extent permitted by law. WMG is never liable to Client for, and Client releases WMG from any Claim for, any Loss.
6.4 WMG’s Liability under this Contract , regardless of the merits of the Client’s legal action, shall be limited to the direct losses and immediate
damages sustained by the client, up to a maximum of double the amount paid by the client under this Contract over the twelve (12) months preceding the date on which the action is brought. This monetary limit shall extend to all SSCS subcontractors, where applicable such that the total amount to which the Client is entitled from WMG and all subcontractors whose services have been retained by the latter shall not exceed this limit.
6.5 In no events shall WMG be held liable for any punitive damages, damages due to delay, or contingent damages, including, but not limited to data losses, loss of income or profits, operating losses, financial losses, shortfalls, or the failure to make the anticipated savings, even if WMG has been informed of these facts. The Client alone is responsible for selecting the products or services and results it wishes to obtain by using them, even if the client has advised WMG of its objectives.
6.6 The provisions of clause 6 shall apply regardless of the success or efficacy of any other remedy, whatever the nature or cause of, or reason for, any claim, action or proceedings by the client, including, but without limiting the generality of the foregoing, any violation of this Contract or any damages.
6.7 Any claim under this clause shall be void unless WMG received written notice from the client describing such claim within three (3) months from the date on which the events on which such a claim is alleged to occur.
6.8 In performing all the services purchased by the Client, WMG shall be bound by an obligation of means, not an obligation of result. The Client has therefore been informed that certain Services (e.g.: Search Engine optimization) are dependent on a number of technical, technological and other parameters not wholly under WMG’s control. Accordingly, WMG reserves the right to refuse or modify various “choices of of keywords selected for SEO or SEM purposes”.
6.9 Visits : The visits referred to in Supplementary Conditions “Products and Packages” shall be construed as a monthly average taken over the
duration of the contract, commencing three months from when the website goes live. The offer pertaining to visits includes reccurse to paid sponsored links where necessary to achieve objectives; the latter can only be honoured if the Client has paid in full. WMG cannot be held responsible otherwise. A Visit can originate from : – Natural referencing or SEO : those who come to the Client’s site from a search engine. – Sponsored links or SEM : those who come to the Client’s site via a sponsored link campaign managed by WMG. – Social networks (Google Plus & Facebook or SMO) ; those who some to the Client’s Site from Google Maps/Google Plus or Facebook accounts that have been set up by WMG. – Direct : those who come to the Client’s site by typing the web address into a web browser.
6.10 As regards material or content supplied by the client to WMG for the creation of a website or for any other Services performed by WMG for the Client (e.g. : Video), the Client hereby represents and warrants that it is holder of all rights and authorizations pertaining to the reproduction, representation and use, under any form whatsoever, of this material. The Client shall also be solely responsible for securing, in a timely fashion, any necessary authorizations pertaining to right to use the image of any person or material or property directly or indirectly involved in the creation of a website or other service performed by WMG. The Client shall indemnify and hold WMG harmless against any third-party claim on such material and/or in this regard.
6.11 Within 30days of this contract taking effect, WMG undertakes to set the Client’s amount. This period shall begin when the client has provided all the components that the essential to the aforesaid set-up. Within 30 days of the Client being notified of their set –up, WMG undertakes to develop the Client’s account using the components they have provided. This period will be suspended where the client does not provide all the components necessary for completing the process. For Client who have subscribed to an E-commerce and/or graphics ‘Offer’, this period can take up to 90 days. All Client requests for a service not defined in this contract will receive a separate specific quote with details of the period of time it will require. This period will prevail over those periods indicated in the present article.
6.12 WMG more generally, the client indemnifies and holds harmless WMG in the events the client fails to meet its obligations under the contract.
6.13 In the events of any failure by WMG to meet its obligations (failure to perform or misfeasance), the Client shall inform WMG to that effect in writing a maximum of five (5) days after, in accordance with the service in question, the on-lining of the Client’s website, the date on which the service was performed by WMG or on which the obligation under dispute was met, whichever applicable. If the Client fails to so inform WMG or if the Client signs an acceptance report for the Services ordered.WMG shall be deemed to have met its obligations in compliance with this contract, and the Client shall then be deemed to have irrevocably waived all attendant claims.
6.14 For the purchase of these presents, the parties acknowledge and agree that no partial or isolated obligations of this contract may be considered essential. The focus of this contract being the discharge of several obligations and the performance of several services, deemed indivisible because they form part of the Client’s Communication plan. The Client shall also be bound to mitigate any damages it suffers by implementing all measures required to that end.
7. CLIENT ACCOUNT SET-UP WITH A VIEW TO CREATING WEBSITE
7.1 In order that WMG can carry out the services described in article 2, the Client must provide WMG with the following component to enable the creation of the website and the set-up of the client account (text, images or photos of the client), and more generally, with that information requested by WMG with a view to setting up a full account (ie the ‘Components’). The Client undertakes to provide accurate. true up-to-date and complete information about themselves, as asked by WMG. As part of the Service, the Client undertakes to send WMG the maximum Components possible and to co-operate with WMG in order to achieve an optimal website, to this end, the Client will be contacted by WMG. Failing this, the set-up process will be delayed, for which WMG cannot be held responsible, either directly or indirectly. In the event that the Client provides false, inaccurate, out-of-date or incomplete information, WMG has the right to suspend or terminate the Client’s account immediately or to suspend the website from going live. Where the Client fails to communicate certain components to WMG within a month after having signed this contract, in spite of several reminders, WMG will create the site and put it online using the Client data that is available to them. For those Clients benefiting from the ‘Video Call Back’ option, the still images of ‘Video Call Back’ can be used to illustrate the website. Where the Client does not provide any text and/or photos, WMG also reserves the right to include generic text on the Client’s activity and to use photos from an image bank created by WMG for all standard web site illustrations. Finally where the Client fails to communicate components but have nonetheless indicated their chosen environment on the order form, WMG will set up the chosen environment; failing this, WMG will set up the Client’s site with any environment of their choice.
8. GOING LIVE, HOSTING THE WEBSITE AND SETTING UP THE CLIENT ACCOUNT CHANGES TO CLIENT ACCOUNT
8.1 WMG will send the Client an email (hereafter referred to as <<Welcome email>>) to inform them of the administrative validation of their contract, of the creation of their Client account as well of the Software Solution available under general Conditions of hiring, as attached.
8.2 WMG will send the Client a second email at the end of the period mentioned in article 6.10 above, to inform them that their website has gone live
and has been fully developed (hereafter referred to as ‘Gone Live’ email).
8.3 If, within a period of 5 working days after ‘Gone Live’ email has been sent, there has been no disagreement addressed to WMG by return email or
by letter with acknowledgement of receipt, the Client shall be deemed to have accepted the service in its entirety. The ‘Gone Live’ email shall then be considered a statement issuing acceptance of the website.
8.4 For the duration of this Contract, WMG will ensure the hosting of the site. Nonetheless, WMG reserves the possibility of interrupting the service for periods that are to be kept as short as possible in order to improve the functioning of the platform. WMG cannot be held responsible in the case of a malfunction or interruption of the internet or telephone network which renders the site inaccessible. The Client can modify their Client account and their website within the limits of the services they have ordered and within the limits of the processes that are possible through the Client account interface, which can be accessed by their username and password.
9. SECURITY, VERSION MANAGEMENT AND UPDATING OF SOFTWARE SOLUTION
9.1 The Client undertakes to ensure the design and consultation required for the website does not involve extraordinary loading for the ervers and/or the programs. The Client also undertakes to ensure that the design and consultation required for the website does not cause security breaches in the software solution, which is owned solely by WMG. To this end, WMG reserves the right to run updates and/or provide full versioning of the software solution in order to avoid the aforesaid issues. WMG also reserves the right to remove Client pages and/or content which does not conform to the requirements of the present article and to those instances of breach of clause 13.3 respectively.
10.1 The transfer of a domain name that is managed by a service provider other than WMG is subject to the validity of that domain name and to any payment still owing to that service provider. When a client holds a domain name with another Registrar, WMG will agree to use and integrate this domain name, however the process remains subject to the Client transferring all the components necessary for the aforesaid integration. Failing this information, within a period of 30 days after having accepted the present terms and conditions, the Client will have to choose another domain name to be registered and managed by WMG. In accordance with the Client’s wishes and the components they have transmitted, WMG will request to the relevant authorities the registration or the renewal of domain names for the Client’s account, subjects to their availability. The assigning of a domain name is subject to the general conditions of the registration office concerned, and these are entirely enforceable against and applicable to the client. The acquisition of a domain name is also dependent on the supporting documents requested by the registration office concerned. If the latter refuses to assign the domain name, this is in no way the responsibility of WMG, who in the case of such a refusal will make a new request, having first had it validated by the client. Failing a reply within a period of 30 days, the client shall be deemed to have accepted the new request as created by WMG. Each domain name is assigned for a defined duration, and thus if the client does not renew their subscription within the allowed period, they are liable to forfeit the right to keep the domain names that had initially been assigned to them. The management of a Client’s domain name by WMG
is limited to the duration of this contract, and consequently it will automatically end with the termination of the contract. Thus the responsibility of WMG in regards to their management cannot be appealed to for any reason after the aforesaid termination. The client assumes full responsibility for the domain names(s) that they choose, particularly in relation to intellectual property rights or other third-party nights(brand, trade name…) The client covers all fees related to disagreements or disputes pertaining to the domain name assigned to them. WMG will not be responsible for the consequences of client or third-party intervention that is liable to impact on the domain name that the Client is requesting, renewing or transferring, or that had been reserved with WMG at an earlier date.
11.1 For the duration of this Contract and beyond, WMG authorizes the reproduce and/or publicly disclose the exported video without any additions, alternations or changes whatsoever. This disclosure shall be upon the solely the responsibility of the client, and thus WMG cannot in any case be held responsible in this regard. Consequently, the Client guarantees WMG against all related complaints actions and third-party claims.
12.1 The Client undertakes to provide WMG with all the components necessary for carrying out the website referencing. The choice of keywords and/or sponsored links is solely the responsibility of the client. They must ensure that the aforesaid choice do not liable to breaching third-party rights. The client thus guarantees WMG against all action for infringement, or unfair or parasitic competition, which could be brought against them for the use of these components. WMG reserves the right in all cases to refuse certain ‘choice of natural keywords or commercial links’. or to change them in view of the foregoing reasons. WMG also reserves the night to changes certain ‘choice of natural keywords or commercial links’ which are not compliant with or relevant to the Client’s activity, in strict accordance with the client’s interes.
13. UNDERTAKING BY THE CLIENT
13.1 The Client shall be responsible for taking the necessary measures and securing the statements and legal and administrative authorization required to conduct its operations lawfully and in compliance with the legislation in force.
13.2 More specifically the Client states it has complied with the legal requirements surrounding personal-data processing access to information. Privacy protection and the confidentiality of personal information. The client acknowledges it is solely responsible for the content submitted to WMG as regards its lawful standing and the reliability of its information.
13.3 The client undertakes to comply with the Australian laws in force in Australia governing the Internet, and any recommendation on Internet ethics originating in Australia or any prohibitions issued by Australia Government or one of the latter’s official bodied, regardless of the temporary or permanent location of the client’s head office.
13.4 The Client, as the primary content publisher, undertakes, in particular, to comply with provisions governing intellectual property, privacy. The
protection of confidential information, the protection of minors on the internet, the freedom of the press and, more generally, all provisions laid down by the respective authorities in Australian aimed at ensuring the protection of public policy morality.
13.5 The Client recognizes that it is impossible for WMG to exercise permanent. Effective control of content legality, and undertakes to exercise such control itself. The Client acknowledges that WMG has no control over the data processed by the Client.
13.6 The Client undertakes to correct and modify any information deemed unlawful under any regulations or recommendations issued by any of the bodies mentioned in clause 13, within the time limit prescribed by that body, or , failing this within a maximum of forty-eight (48) hours should the Client fail to exercise such diligence, WMG reserves the right to suspend, without delay or notice, the client’s access to the Services until the said information complies fully with no reimbursement or indemnity.
13.7 The Client undertakes to indemnity and save WMG harmless in respect of any claim, proceeding, action or formal notice, including judicial and extrajudicial consulting fees, whether or not for cause, judgment or indemnity adjudged in respect of damages caused to any person whatsoever, owing to a breach by the client as concerns the lawfulness or reliability of the information content submitted to WMG for the performance of the Services.
13.8 As WMG does not warrant that the Client’s domain name and/or published content does not conflict with any copyright, trademark, corporate name, design or model filed with or commercially operated by a third party, the client undertakes to perform any verification necessary to rule out the presence of such conflicts, and undertakes to indemnify and hold WMG harmless against any action launched against it this regard.
13.9 The Client undertakes to make reasonable use of electronic messaging, which consists, inter alia, of not sending any message whose content could run counter to public policy, the applicable legislation, or the rights of others.
14. Intellectual Property
14.1 Intellectual property rights (right of reproduction and distribution) for all designs completed for the Client exclusively by WMG in execution of the service(s) commissioned, especially design completed by WMG in the context of the realization of a website (graphic design, logos, animations, text, etc) are transferred to the Client, for the duration of rights, depending only on (i) the terms of the Purchase Order, and (ii) the exact and full payment to WMG, with the exclusion of the rights to the Software Solution. It must be noted that WMG is the sole owner of the Software Solution for Configuration and operation of the Client’s website (the <<Software Solution>>) is specific published by WMG. WMG remains the sole owner of all property rights in the software Solutions, the source code(s) and function(s) of the software Solution including intellectual and industrial property, and no provision contained in these terms shall be construed as conferring to the Client rights other than those granted under the Client Agreement. 16.1
(b) At the end of this Contract, regardness of the cause, the Client will no longer have access to his Client account, which will be terminated and closed, and will only have communicated at his request to WMG, except breaches by the Client of his obligations to WMG, afile containing all elements of the internet Products of which the Client is the title holder. The Client shall not hold directly or indirectly any element of the Software Solution of the site which remains the sole and unique property of WMG.
14.2 Conceming the visuals: photos, images or illustrations or animations initially supplied by WMG with or without modifications, the Client agrees to comply with the terms of licenses set by providers independent from WMG such as Shutter stock, Fotolia or Istock. In no case will WMG be WMG be liable for the misuse and/or non-compliance of said visuals.
15.1 If a force Majeure Event occurs, the Nonperforming Party is excused from whatever performance is prevented by the Force Majeure Event to the extent so prevented and satisfying whatever conditions precedent to the Performing Party’s obligations that cannot be satisfied, to the extent they cannot be satisfied, Despite the previous sentence, no obligation by either the Performing Party or the Nonperforming Party to make any payment required under this Agreement is excuses as a result of a Force Majeure Event.
15.2 “Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all three of the following tests : (a) the act or event
prevents a party (the “Nonperforming Party”), in whole or in part, from (i) performing its obligations under this Contract or (ii) satisfying any conditions to the other party’s (the “performing Party”) obligations under this Contract; (b) the act or event is beyond the reasonable control of and not the fault of the Nonperforming Party; and (c) the Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. Despite the preceding definition of a Force Majeure Event, a Force Majeure Event excludes economic hardship, changes in market conditions or insufficiency of funds. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts or events is an example of an act or event that could be a Force Majeure Event if the act or event meets each of the requirements of clause 7 : war, flood lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, shipwreck, action of a court or public authority, or strike
16. INDEPENDENT CONTRACTORS
16.1 The party recognize that they are acting as independent contractors and that nothing in this Contract shall be interpreted as changing their status or as constituting a partnership, a joint venture, or an agency of any nature whatsoever between them.
16.2 Each party shall have full control of the ways and means used to meet its obligations under this contract. No Control provision shall be interpreted as allowing any party to impose on the other anything that may compromise its status as an independent contractor.
16.3 No party shall have the right or the authority, whether express or tacit, to create or assume, in the name of the other party, any obligation or liability toward third parties, other than that provided by this contract, and no party shall bind the other party in any manner whatsoever.
17. DISPUTES – applicable LAW
17.1 This Contract and any act stemming here from shall be governed and interpreted under Australia regulation and laws.
17.2 Any dispute related to the implementations of this Contract, these Conditions and their interpretation and execution, contracts for the performance of services and orders entered into by WMG, or to the payment of related invoices, shall come under the sole jurisdiction of the Australian courts, regardless of the place of origin of this Contract or of the order, delivery, payment, or method of payment, even in the event of a third-party complaint or multiple defendants, unless otherwise provided for by law and in accordance with public policy. The Australian courts include federal courts, and state court and, territory courts.
17.3 In the event of legal proceedings or other action for recovery of a debt by WMG, reminder charges, legal costs, lawyer’s fees, court costs, and
expenses, even if not recoverable by law as court costs, shall be borne by the Client, as well as any costs related to or resulting from failure by the Client to meet its obligations under this Contract.
18.1 In the event that, for whatever reason, any provision of these Conditions in particular, and of this Contract in general, proves unlawful, void, invalid or unreasonable, in whole or in part, the other provisions shall remain in effect and applicable as if these Conditions or this Contract had been entered into without the invalid provision. The provision acknowledged as invalid shall be replaced by a provision as similar as possible in scope.
18.2 All notices shall be sent or delivered to Web Marketing Guru Level 1, 36 Park St South Melbourne Victoria 3205; or if verbal, by telephone to 1300 336 290. Notice sent by registered letter shall be considered given upon receipt; notices delivered personally, upon receipt; and notices sent by fax, upon receipt confirmed electronically.
18.3 No tolerance by WMG, regardless of the nature, scope, duration of frequency thereof, shall be considered as creating any right whatsoever or the expression of a waiver by WMG of the provisions of these Conditions in particular, and of this contract in general, or in any way limit whatsoever WMG’s ability to invoke each of the provisions of these Conditions and of this Contract. I declare that the bank account details provided below are correct and authorize Srisai Consultancy Services Pty Ltd trading as “Web Marketing Guru” (ABN 47601659072) to arrange for funds to be transferred from my/our account at the financial institution identified below. This document outlines our service commitment to you, in respect of the Direct Debit Request (DDR) arrangements made between Srisai Consultancy Services Pty Ltd trading as “Search Engine Guru” & “Web Marketing Guru”and yourself. It also sets our your rights and your responsibilities to us together with where you can obtain assistance.
Number of Payments: Set – up: debit on the date nominated on the direct debit request.
Deposite: 1st installment on the date nominated on the direct debit request and 2nd installment on this date.
Monthly fees: on- going monthly fees for the duration of the contract stats a the finalization of the website (date of finalization email).
This document outlines our service commitment to you, in respect of the Direct Debit Request (DDR) arrangements made between Srisai Consultancy Services Pty Ltd trading as “Search Engine Guru” & “Web Marketing Guru” and yourself. It also sets our your rights and your responsibilities to us together with where you can obtain assistance.
Initial terms of the arrangement
In terms of the direct Debit Request arrangement made between us and signed by you. We undertake to periodically debit your nominated account for the agreed amount.
- The first drawing under this Direct Debit arrangement will occur on the date nominated on the direct Debit Request.
- If any drawing falls due on a non-business day. It will be debited to your on the next business day following the scheduled drawing date.
- We will give you at least 14 days notice in writing, by e-mail or by phone when changes to the initial terms.
- If you wish to discuss any changes to the initial terms, please contact us.
All personal customer information held by us will be kept confidential except information provided to our financial institution to initiate the drawing to your nominated account.
It is your responsibility to ensure that:
• Your nominated account can accept direct debits (your financial institution can confirm this); and
• That on the drawing date there are sufficient cleared funds in the nominated account; and
• That your advise us if the nominated account is transferred or closed.
If your drawing is returned or dishonored by your financial institution, we may re-draw on your account after three (3) business days, or contact you to arrange alternate payment, any transaction fees payable by us in respect of the above may be added to your account.