By engaging Black Diamond Digital powered by Hicaliber Pty Ltd (“Hicaliber”) to develop your new website you agree to the following terms. There is a cooling off period of 7 days from the order date should you wish to change your mind.
1.1 In the event of cancellation of service, the customer agrees to give “Hicaliber” 30 days written notice and agrees to pay the whole of the cost of the Website in relation to the Agreement, up the date of cancelation.
2.1 The Client shall pay the monthly fee agreed (and any additional agreed charges) to “Hicaliber” on a regular date each month, in advance. Once “Hicaliber” are in receipt of the first monthly or upfront payment, the work will commence.
3. COMMISSIONING TRAINING
3.1 “Hicaliber” shall use its best endeavours to complete, deliver and otherwise prepare the project for commissioning by the Planned Date of commissioning.“Hicaliber” shall unless otherwise agreed provide user training during normal support hours.“Hicaliber” shall not in any circumstances be liable for any claim, liability, expense or cost arising directly or indirectly from the delay or failure to perform its obligations under the Agreement where such delay or failure is caused by events beyond the reasonable control of “Hicaliber”.
4.1 “Hicaliber” shall not be liable for any direct or indirect consequential loss or damage suffered or incurred by the Client arising out of the breach of the Agreement by “Hicaliber”.
4.2 “Hicaliber” warrants for that 30 days following acceptance of the work by the Client (at time of launch), the website will be free from material reproducible programming errors and defects in workmanship and materials and will substantially conform to the original Specifications in the Development Plan when maintained and operated in accordance with “Hicaliber” instructions.
5. INTELLECTUAL PROPERTY
5.1 “Hicaliber” shall retain all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology used to complete the work.
6. GRAPHICS/CONTENTS USED
6.1 “Hicaliber” assumes the Client has permission from the rightful owner to use any images, articles, design elements or other contents that are provided by the Client for inclusion in the website and/or software, and will hold harmless, protect, and defend “Hicaliber” from any claim or suit arising from the use of such elements.
6.2 “Hicaliber” may display graphics and other Web and/or Software content elements as examples of their work in their portfolio and as content features in other projects. However, if required by The Client, “Hicaliber” will remove such content.
7. DEFAULT BY THE CLIENT
7.1 In the event that: –
7.1.1 The Client is in default of or breaches the Agreement by reason of failure to pay any amount to “Hicaliber” or any other act or omission;
7.1.2 The Client becomes or threatens to become or is in jeopardy of becoming subject to any insolvency administration; or
7.1.3 The Client ceases or threatens to cease conduct of its business in the normal manner: “Hicaliber” may, without prejudice to any other of its rights:-
220.127.116.11 Refuse the completion of the Project or any part thereof, and/or
18.104.22.168 Recover from the Client all loss of profit that would have been made in respect of the completion of the work.
8.1 The Client must keep confidential and not disclose to third parties any confidential information provided by “Hicaliber” unless authorised to do so in writing by ““Hicaliber” in order to fulfil its obligations under the Agreement.
8.2 The Client may only disclose confidential information to employees and officers, where authorised, on a need to know basis and solely for the purposes permitted by the Agreement. A confidentiality agreement must, if requested by“Hicaliber” , be signed by the employee officer or third party and approved by“Hicaliber” prior to the disclosure.
9. ENTIRE AGREEMENT
These Terms and Conditions: –
9.1 Constitute the entire agreement of the parties as to the subject matter and supersedes all prior representations and agreements in connection with that subject matter; and
9.2 May only be altered in writing, signed by both parties.
9.3 Any proposals for additional work is only valid for 14 working days and all finance figures will require confirmation upon application submission.
9.4 All calculations for return on investment is indicative only.
10.1 Any term or condition herein being a whole clause or part of a clause which is invalid, unlawful, void of unenforceable shall be capable of severance without affecting any other term or condition.
11.1 All Prices stated in this Agreement are exclusive of GST unless otherwise stated.