Introduction
This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, the terms of this Agreement will commence on the date specified.
Definitions
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Written Proposal document(s) (if any), Schedule(s) (if any), together with any other Supplements.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by SHAWPARTH ENTERPRISES Pty Ltd to the Client, in the form and media specified in the written Proposal (if any).
“Services” means all services and the work product to be provided to Client by SHAWPARTH ENTERPRISES Pty Ltd as described and otherwise further defined in the Written Proposal (if any).
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
General Terms
1. Confidentiality
SHAWPARTH ENTERPRISES Pty Ltd will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.
This obligation of confidence will cease to apply in relation to information that SHAWPARTH ENTERPRISES Pty Ltd is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by SHAWPARTH ENTERPRISES Pty Ltd of its obligations of confidence under this Agreement.
2. Subcontractors
SHAWPARTH ENTERPRISES Pty Ltd reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement.
3. Copyright
The CLIENT is responsible for all trademark, service-mark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials SHAWPARTH ENTERPRISES Pty Ltd uses for this project. The CLIENT indemnifies SHAWPARTH ENTERPRISES Pty Ltd against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
4. Force Majeure
SHAWPARTH ENTERPRISES Pty Ltd shall not be deemed in breach of this Agreement if SHAWPARTH ENTERPRISES Pty Ltd is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of SHAWPARTH ENTERPRISES Pty Ltd or any local, state, federal, national or international law, governmental order or regulation or any other event beyond SHAWPARTH ENTERPRISES Pty Ltd’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, SHAWPARTH ENTERPRISES Pty Ltd shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
5. Limitation of Liability
The services and the work product of SHAWPARTH ENTERPRISES Pty Ltd are sold “as is.” In all circumstances, the maximum liability of its Directors, Officers, Employees, and Affiliates (“SHAWPARTH ENTERPRISES Pty Ltd parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall SHAWPARTH ENTERPRISES Pty Ltd be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by SHAWPARTH ENTERPRISES Pty Ltd even if SHAWPARTH ENTERPRISES Pty Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
6. Errors and Omissions
It is SHAWPARTH ENTERPRISES Pty Ltd’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However SHAWPARTH ENTERPRISES Pty Ltd is not liable for errors or omissions. The CLIENT indemnifies SHAWPARTH ENTERPRISES Pty Ltd against any loss or damage arising directly or indirectly from any errors and omissions.