X2's Standard Terms and
Conditions
The information contained in
every X2 Proposal is provided under the following terms and
conditions:
1. These terms and conditions
not only relate to this proposal but also extend to any future projects or
orders we undertake for you. If our standard terms & conditions change in
the future we will advise you accordingly.
2. This proposal has been prepared by X2 Digital Pty Ltd (“X2”, “we”)
and X2 disclaims any and all responsibility and liability for the information or
strategies proposed herein.
3. This Proposal is made available to you for the purpose of providing you
with services and delivery of marketing and/or eBusiness solutions and remains
open for 30 days.
4. X2, and their respective directors, officers, employees, agents and
consultants shall have no liability including to any person by reason of
negligence or negligent misstatement for statements, opinions, information or
matters (express or implied) arising out of, contained in or derived from or for
any omissions related to this proposal and/or the strategies delivered
hereunder, except where liability under statute cannot be excluded.
5. This Proposal may contain projections based on certain intentions,
expectations and plans for you. Those intentions, expectations and plans may not
be achieved. They are based on certain assumptions which may not be met or on
which views may differ. The performance of this proposal as described herein may
be influenced by factors many of which are outside the control of X2. No
representation or warranty, express or implied, is made by X2 or any of its
representatives, directors, officers, employees, agents and consultants that any
intentions, expectations, plans, or projections will be achieved either totally
or partially.
6. This proposal is copyright and you will not copy, distribute or disclose
it, in whole or in part, to others at any time without the prior written consent
of X2. The strategies and information contained in this proposal is the sole
propriety of X2.
7. Your acceptance of the “Order Approval” creates a legally binding
agreement between us to deliver the requested works to you subject to your
orders/briefs at the price and on the terms quoted.
8. Any changes to your orders/briefs may result in time and fee changes,
which we will notify to you upon request.
9. Satisfaction and delivery guaranteed means that X2 will deliver on time
at the agreed cost. Should the delivery time needed to be extended due to
unforeseen circumstances, X2 reserve the right to warn the client and provide a
new timeline that both parties agreed on.
10. Any intellectual property
created as a consequence of your orders will become your property upon full and
final payment, such as logos, slogans, text, business and marketing plans,
copywriting.
11. Despite clause 10, we
retain any and all rights in any Retained IP that is delivered in conjunction
with your orders, including but not limited to the source code of the
Technology. You are granted a non-exclusive non-transferable license to use the
Retained IP for the duration of your order and the timely payment of
invoices.
12. We agree to:
a.
Deliver your orders as instructed by you in a timely manner;
b. Fix any
errors or omissions in any of the works that we provide to you;
c. Respect
the confidential nature of your sensitive business information and data;
d.
Keep you informed of the status of the project.
13. You agree to:
a.
Provide timely instructions, content and feedback when requested in order to
complete your orders;
b. Pay deposits within 48 hours of signing a
quotation/order;
c. Pay invoices at delivery of the project or the
service;
d. Pay the balance of each item of your
orders as they are delivered to you on our staging server, in person, in print
or in any other agreed format/media;
e. Provide us with adequate releases of
all works delivered and accepted by you;
f. Permit us to promote the fact
that you are one of our clients and that we have delivered the relevant services
to you, including the following hyperlinked credit at the bottom of any online
work: “Powered or Design by X2 Digital”
14. Clients use of the Host
Server is subject to the Host Server:
a. Service Agreement;
b. Acceptable
Use Policy;
c. Privacy Policy; and
d. Anti-Spam Policy;
15. There are no warranties
or guarantees, expressed or implied, made by X2 to you with respect to this
proposal or your orders as expressly set forth herein and neither we will make
any warranties or guarantees to you except as expressly agreed in writing by
X2.
16. X2 will not be liable to
you on account of any alleged warranty, express or implied, except to the extent
and in the manner set forth herein.
17. Nothing contained herein
will be taken to exclude restrict or modify or to purport to exclude restrict or
modify the application of any provisions contained in Part V Division 2 of the
Trade Practices Act 1974 or any other consumer protection legislation, the
exercise of any of the rights conferred by any such provision or the liability
of X2 for breach of any warranty or condition implied by such provision.
However, if X2 breaches any such warranty or condition, its liability for breach
will be limited (where permissible by the Trade Practices Act and any other
relevant consumer protection legislation) to:
a. in the case of the supply of
goods: the replacement of the goods or the supply of equivalent goods, or the
repair of the goods, or the payment of the cost of replacing the goods or of
acquiring equivalent goods, or the payment of the cost of having the goods
repaired - whichever X2 sees fit to provide; and
b. in the case of the
provision of services: the supplying of the services again, or the payment of
the cost of having the services supplied again - whichever X2 sees fit to
provide.
The following terms are defined as follows:
18. “Technology” includes:
a. Email Marketing;
b.
Ecommerce;
c. Content Management;
d. Any other applications provided by us
or our contractors to you under an application service provider (“ASP”) delivery
model.
19. “Retained IP” means
a. Any intellectual property that, in isolation,
is either previously existing, previously developed by us or our contractors,
generic in nature, licensed to us or our contractors for reuse or freely
available in the public domain, including reusable code, scripts, libraries,
stock art, etc; and
b. Any deliverables, including draft designs, logos,
works that are not accepted or paid for by Client.
