Our terms and conditions govern the provisioning of services by 21 Designs Australia as described in this document. Your acceptance of these terms and conditions constitutes a legally binding contract.
INTERPRETATION AND DEFINITION
In the event of any conflict between the terms of this Agreement for the provision of Services, the details of the Project Brief shall prevail, except for payment terms where the Payment Schedule shall prevail; “21 Designs” means 21 Designs Australia, provider of digital marketing solutions; “Client” means the Company that enters into an agreement with 21 Designs, its employees, agents, representatives and sub- contractors, to whom the Service is provided as set out in the Project Brief; “You” means any visitor to the 21 Designs site; “Site” means the 21 Designs website at 21designs.com.au; “Commencement Date” means the date of commencement of the Services as set out on the signed Project Brief; “Fees” means the amounts payable by the Client for the Services provided by 21 Designs as detailed in the Project Brief; “Initial Term” unless otherwise stated in Project Brief means either 180 days from Commencement Date for SEO contracts and 90 days from the Commencement Date for Google AdWords™ or Social Media advertising. “Payment Terms” means the agreed schedule of payments that the customer shall make to 21 Designs for the provision of services forming part of these Terms and Conditions; “Services” means the services that 21 Designs currently offers, details of which are on the 21 Designs website and the services to be provided by 21 Designs to the Client as specified in the Project Brief.
This Agreement is by and between 21 Designs, its Clients their heirs, assigns, agents and contractors and Users of 21 Designs website and is made effective as of the date of electronic execution. By viewing these Terms and Conditions in part or in whole, you acknowledge and agree that you have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement.
1.1. By offering this site for use, 21 Designs provides a worldwide, nonexclusive, nontransferable, revocable, limited license to access and make personal use of the information and services on this website, strictly subject to and in accordance with these Terms. 21 Designs reserves the right to amend or terminate this license at any time and for any reason.
1.2. Failure to comply with these Terms may result in automatic termination of this license, without prior notice. Except for the limited license set forth in these Terms, 21 Designs does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary materials.
1.3. The 21 Designs name and logos are registered trademarks and may not be used without our written consent. You agree that all the materials displayed on or available through this website, including without limitation any and all names, logos, data, information, graphics, underlying software, displayed on or available from this website are protected by copyright, trademark and other intellectual property laws and are available for your personal use only. In connection with viewing and using this website, you are permitted to temporarily download one copy of the materials posted on this website onto a single computer for your personal, non-commercial use only.
1.4. You must not copy, modify, alter, download, publish, broadcast, distribute, sell or transfer any such materials unless expressly provided for in these Terms or with our express written permission. All rights not expressly granted herein are reserved. Downloading of any information, content or images from this website does not transfer any right or ownership of such information, content or images to you and such information, content or images may be used solely in accordance with these Terms. All copyright and other proprietary notices contained in downloadable materials must be retained.
2. LINKS TO OTHER WEBSITES
2.1. Links to other websites are provided for your convenience. 21 Designs does not control these other websites and cannot be responsible for the content or accuracy of the information or other material on these websites. Unless expressly stated on this website, the provision of a link to an external website does not constitute an endorsement or approval of that website or any of the products or services on that website. You should seek independent expert advice if you have any concerns regarding what services, products or solutions may be suitable for you. 21 Designs will not be liable for any damages or injury arising from your access to such sites or content.
3. LIMITATIONS ON USE OF SITE
3.1. You agree to use the Site only for lawful purposes. You agree that you will not use any device, software or other instrument to interfere or attempt to interfere with the proper working of our site, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein, without the prior express consent of 21 Designs.
TERMS OF SERVICE
1. GENERAL TERMS
1.1. QUOTES AND ESTIMATES
1.1.1. 21 Designs may from time to time provide estimates for a Service either verbally or in writing before delivering a quotation. All estimates supplied by 21 Designs are subject to change should be considered non-binding.
1.1.2. Quotes supplied by 21 Designs are valid for 7 days from the date the quote is provided. 21 Designs may amend this provision during promotional periods. Acceptance can be provided in writing, via electronic mail or using any of the electronic acceptance methods included in this document.
1.2. COMMENCEMENT OF SERVICES
1.2.1. Work will not commence until any invoices for deposits have been paid in full to 21 Designs unless otherwise stated in the Project Brief.
1.2.2. 21 Designs will use its best endeavours to provide the requested Service to the Client within a reasonable timeframe. 21 Designs is not liable for delays to project or anticipated timeframes for delivery of service.
1.3. PAYMENT TERMS
1.3.1. For most projects, a deposit of the total fee payable is due immediately upon you instructing us to proceed with any work as outlined in the Project Brief. This amount may vary depending on the type of work undertaken. Upon receiving your approval to proceed with this work, we will issue an invoice for the deposit amount within seven (7) days. Invoices are payable within seven (7) business days from the date of the invoice unless otherwise stated on the invoice.
1.3.2. Deposits are non-refundable. 21 Designs may at their discretion choose to refund part or all of a deposit only under the following circumstances;
- Work has not commenced on the project, or;
- We have not fulfilled our obligations to deliver the work required under the agreement.
1.3.3. For some projects, payment of a one-time setup fee is required prior to work commencing. Recurring fees are not included in the setup fee.
1.3.4. Recurring fees are billed monthly, yearly or biennially. The Client will be billed for each period in advance, and these fees will continue to accumulate until such time as the Client provides 21 Designs with a cancellation request in writing, via electronic mail or by using any of the electronic cancellation methods available in the Client Portal.
1.3.5. If the Client provides 21 Designs with their credit card information, you authorize 21 Designs to automatically charge your credit or debit card for charges that apply to your account. Recurring charges will be charged to your credit card until such time as the service is cancelled, or the credit card details are removed from the Client Portal.
1.3.6. Accepted payment methods are credit card, direct bank transfer and PayPal. Accepted credit card providers are Mastercard or Visa.
1.3.7. Should the Client elect to pay invoices by a means other than credit card, the Client will automatically incur a 5% processing fee. If not charged at the time of processing, this fee will be added to your account and invoiced at the next available opportunity, which is either within 31 days, or the next billing period.
1.3.8. All payments to 21 Designs will be made in AUD (Australian Dollars).
1.4. LATE OR NON-PAYMENT
1.4.1. If a Client payment is declined, or the Client is unable to satisfy payment on an invoice by the due date, a notification will be sent to the Client once the account falls seven (7) days in arrears. Further notifications will be sent at fourteen (14) days and twenty one (21) days.
1.4.2. If the Client is unable to satisfy payment on an invoice within twenty eight (28) days of the due date on that invoice, any services directly related to the invoice will be suspended, and a reactivation fee will apply.
1.4.3. If the Client is unable to satisfy payment on an invoice within sixty (60) days of the due date on that invoice, the service contract will be considered cancelled, with any relevant setup fees, cancellation fees as well as any outstanding invoice amounts to be remitted before re-establishing the same related service. Additionally, any work performed, intellectual property or 3rd party services may be removed or withheld including (but not limited to) website content, website alterations, stock photography, website services, database services, email services, FTP services, DNS services, backlinks, social media content, social media accounts, advertising accounts, campaigns, campaign settings, campaign content, tools, software, and any other service related to the Client account. Any information, intellectual property, history, data, business relationships, services or software lost during this process may not be retrievable and no refunds will be forthcoming thereafter.
1.4.4. Reactivation fees vary based on the service;
- Hosting and associated add-ons including dedicated IP addresses and SSL certificates attract a reactivation fee of $50 plus GST.
- Maintenance and associated add-ons including backups, updates, security and firewall software attracts a reactivation fee of $50 plus GST.
- Domain renewals attract no reactivation fee, however all dependent services (hosting, email, DNS) will be suspended until the service is reactivated.
- Should a domain not been renewed within thirty (30) days, the registrar may at their discretion place the domain into a state of “Redemption”. Once a domain is in this state, renewal will attract a reactivation fee of $250 plus GST, which includes the registrars re-registration fee.
- Digital marketing services including SEO, Google Adwords, social media marketing, Email marketing, public relations (PR), influencer marketing attract no reactivation fee.
1.5. CLIENT OBLIGATIONS
1.5.1. The Client will provide 21 Designs with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as 21 Designs may request, including, but not limited to, providing source code, marketing collateral, statistical and diagnostic information, business data, product data, competitor data, staff and customer information and any other relevant information required to enable 21 Designs to comply with its obligations under this Agreement.
1.5.2. 21 Designs shall provide the Services during the continuance of this Agreement 21 Designs will use reasonable efforts to provide Client with the Services in accordance with the estimated timeline set out in the Project Brief.
1.5.3. Where the Service being provided requires, 21 Designs will liaise with any relevant web agency, hosting company or other third party in order to provide the Services. 21 Designs shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in 21 Designs breaching its obligations under this Agreement.
1.5.4. 21 Designs will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that 21 Designs have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
2. SERVICE SPECIFIC TERMS
2.1 SEARCH ENGINE OPTIMISATION (SEO)
2.1.1. 21 Designs provide no guarantee that the Client’s website will appear on any search result page, or in any search result position of a Search Engine. Should any previously nominated search result goals not be achieved within the agreed period of time (specified in the Project Brief), then the Client may cancel all optimisation services, or renegotiate the service contract without penalty of cancellation.
2.1.2. The Client acknowledges that 21 Designs may, as part of the client’s SEO campaign, add links and content to the client’s website. If the client chooses to reject these additions, the contract may be cancelled at any time to the discretion of 21 Designs, and any claims or guarantees made in the Project Brief will be considered null and void.
2.1.3. The Client acknowledges that the services offered apply only to selected keywords chosen by the Client. 21 Designs will advise the Client of the keywords included once the project has commenced.
2.1.4. The Client acknowledges that SEO is governed by many factors which are outside the direct control of 21 Designs. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. 21 Designs will use best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee a position or ranking of the Client’s website on any major Search Engine using the Client’s desired keywords. The Client further acknowledges that the website’s ranking for a particular Search Term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
2.1.5. The Client further acknowledges and understands that a website’s rankings may go backwards. The Client agrees if this were to happen, no liability will be on 21 Designs and no refunds or discounts will be given.
2.1.6. 21 Designs is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
2.1.7. 21 Designs is not responsible for the Client overwriting 21 Designs work to the Client’s site. (e.g. Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing data, content, configuration or code.
2.1.8. 21 Designs follows a strictly ethical SEO policy and will not be responsible for any bans or search engine suspension for the following:
- duplicate sites, duplicate content or pages, redirects or doorway pages;
- link farms or any spanning techniques which may harm the web site’s ranking with Google;
- Increased traffic or sales;
- hidden links, or;
- automated web site submission software or websites.
2.1.9. The Client acknowledges that 21 Designs may add a link back to the 21 Designs website in the footer section of each website they work on.
2.2. PAY PER CLICK / PAY PER IMPRESSION ADVERTISING
2.2.1. 21 Designs may provide the Client a management service of a Google AdWords® account, Facebook® account, LinkedIn™ account, Twitter™ account or YouTube™ account in accordance with the terms set out in the Project Brief. Additionally, the Client expressly permits 21 Designs to create these accounts on their behalf if required. The Client acknowledges that each account is subject to the Terms and Conditions of the relevant provider. The Client’s account will be deemed active once approved. 21 Designs is not liable if Client’s account is rejected.
2.2.3. 21 Designs acknowledges that the Client owns the account created in section 2.2.1 by 21 Designs. Upon expiration of the term of this agreement, the Client may retain the account and all its configuration.
2.2.4. Upon request by the Client, 21 Designs can send a draft of all work once work complete. This will come at additional cost to the client for each item submitted and is outside the normal scope of a project. The Client will agree to review and approve said draft within five (5) business days. 21 Designs is not liable for errors or omissions once advertising or promotional content is deployed.
2.2.5. The Client agrees to provide 21 Designs with information (ad banners and web site links) within ten (10) working days after the Commencement Date and further agrees that they will comply with any technical specifications provided to the customer by 21 Designs.
2.2.6. The Client agrees that any images to be used in advertisements will be supplied to 21 Designs. The Client acknowledges that if images are not provided, reasonable, additional fees may be payable for acquiring necessary images from stock photography suppliers. 21 Designs will include these additional fees on the invoice.
2.2.7. The Client acknowledges that advertising providers reserve the right to refuse advertisements at any time for any reason, whether or not the same has already been acknowledged and/or previously published, including but not limited to for reasons relating to the contents of the advertisement or any technology associated with the advertisement. 21 Designs will make every effort to create a substitute advertisement. If the advertisement is rejected due to content, 21 Designs shall require the Client to supply new copy acceptable to aforementioned sites. 21 Designs cannot be held liable for rejection of advertisements by third party websites. The Client acknowledges that if an advertisement previously accepted and displayed on a website is then subsequently removed by said site, prior to the end of the agreed period, that 21 Designs is not liable for this decision and no refund will be payable.
2.3. LINK BUILDING
2.3.1. If requested 21 Designs shall provide the link building services as specified on the 21 Designs website and to the agreed specifications on the Project Brief.
2.3.2. The number of links stated in the Project Brief is the number of links that 21 Designs will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Client.
2.3.3. 21 Designs offers no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.
2.3.4. The Client acknowledges that 21 Designs is not liable for the content of those sites. Use of any such linked web site is at the Client’s own risk.
2.3.5. The inclusion of any link does not imply endorsement by 21 Designs of the site.
2.3.6. The Client acknowledges that linking to “bad neighborhoods” or receiving links from “link farms” can seriously damage all SEO efforts. 21 Designs does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
2.4. CONTENT AND COPYWRITING SERVICES
2.4.1. 21 Designs agrees to produce written material for inclusion on the Client’s website upon the request of the Client and per the agreed specifications in the Project Brief.
2.4.2. 21 Designs agrees that any written material provided will be original work by 21 Designs copywriters or 21 Designs agents and will be free of plagiarism. 21 Designs agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
2.4.3. The Client may provide additional copy to 21 Designs. The Client accepts full responsibility for all detail contained in the copy provided to 21 Designs and agrees to use reasonable care to ensure that all facts and statements in the work are true and that the work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.
2.4.4. 21 Designs acknowledges that the Client has the right to edit the work in a time frame agreed upon in advance as it deems appropriate for publication, and that 21 Designs will cooperate with Client in editing and otherwise reviewing the work prior to publication.
2.4.5. The Client agrees that they are responsible for reviewing the final draft for accuracy to include spelling and grammatical errors, statements and assertions. 21 Designs is not liable for errors discovered after publication.
2.5. WEB DESIGN AND DEVELOPMENT
2.5.1. 21 Designs agrees to design and develop a website at the Client’s request and will deliver the work to the agreed specifications in the Project Brief.
2.5.2. The Client is solely responsible for preparing detailed descriptions of each of its Project Briefs, including providing samples illustrating the Client’s creative brief (“samples”), site structure, number of pages required, applicable deadlines, and any other relevant terms and conditions. The Client agrees to provide information to 21 Designs within thirty (30) days of approving the Project Brief and authorising work to commence.
2.5.3. The Client agrees to supply 21 Designs with adequate photography or imagery to use in the website design. The Client acknowledges that an additional fee may be charged for any stock photography required to complete the project.
2.5.4. The Client agrees that if it fails to deliver information or content to 21 Designs to enable development work to commence within thirty (30) days, that 21 Designs may at its discretion consider the project cancelled. The Client also agrees that no refund would be payable under this circumstance and will not hold 21 Designs liable for subsequent breach of this Agreement.
2.5.5. 21 Designs will provide the Client a “Website Draft” once work is complete. The Client agrees to review and test the website for grammatical, spelling, graphical errors and coding bugs. The Client hereby agrees that it is their sole responsibility to notify 21 Designs of any such errors during the revision cycle and before the website has been published. The Client agrees to provide feedback and revisions to 21 Designs within ten (10) working days after receipt of the website draft.
2.5.6. The Client hereby acknowledges that 21 Designs is not responsible for any errors, grammatical or otherwise found in submitted material Client provides towards the development of the website.
2.5.7. 21 Designs agrees to resolve any errors or implement revisions requested by the Client. The Client agrees that revisions are available only as outlined in the Project Brief.
2.5.8. The Client acknowledges that any change requests after final approval has been given to 21 Designs, or after website has been published and is considered live in Production, that 21 Designs reserves the right to require the Client sign a new contract and pay any subsequent fees. 21 Designs will not commence work on subsequent change requests until full payment has been received.
2.5.9. The Client acknowledges that 21 Designs may add a link back to the 21 Designs website in the footer section of each website they work on.
2.6. HOSTING SERVICES
2.6.1. For the purposes of these Terms of Service, the term “Hosting” includes website hosting, email hosting, database hosting, FTP hosting, DNS hosting.
2.6.2. The Client’s website will be hosted on a reliable server, based in a country deemed by 21 Designs to provide the best results for Search Engine Optimisation. 21 Designs guarantee that the server will provide a minimum availability of 99.99% for any given calendar month. Any downtime exceeding this value within that calendar month will result in an immediate refund of the Client’s hosting fees for that month. If fees are paid yearly or biennially, the refund will be prorated to the equivalent monthly amount.
2.6.2. 21 Designs may recommend changing the Client’s hosting service or server in order to protect the interests of the Client’s web site’s ranking within the Search Engines and provide the an optimal user experience. 21 Designs offers no guarantees to interruption of hosting services and cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.
2.6.3. The Client acknowledges that 21 Designs may from time to time be required to perform maintenance, upgrades or replacements to servers. 21 Designs reserves the right to suspend access to such server during the required time to do the maintenance, upgrade or exchange the server. In this event, 21 Designs will notify the Client via e-mail at least 24 hours before the due date and time for maintenance.
2.7. INTELLECTUAL PROPERTY AND COPYRIGHT
2.7.1. The technology and content provided on the 21 Designs Site, unless specified otherwise is owned by or licensed to 21 Designs. Content includes but is not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software.
2.7.2. 21 Designs and its licensors retain all proprietary rights to that content and technology and by continuing to use this website, the Client acknowledges said content and technology is protected by Australian and international intellectual property laws.
2.7.4. For all content, imagery or photography provided to 21 Designs in the provision of services, Client hereby warrants:
- they own the intellectual property rights in that content;
- that content does not infringe the intellectual property rights of a third party;
- that content is not fraudulent, stolen, or otherwise unlawful;
- that content does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, or criminal law);
- that content is not defamatory, unlawfully threatening or unlawfully harassing; and
- that content does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.
2.7.5. 21 Designs reserves the right to refuse any content it considers to be in contravention with any of the above statements.
2.8. STOCK IMAGERY/PHOTOGRAPHY
2.8.1. Client acknowledges that copyright to any stock imagery or photography used on Client’s websites is retained by the owner.
2.8.2. Client acknowledges that such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by 21 Designs. Any editing of the dimensions in which they appear may contravene their usage rights.
2.9. TRUTH IN ADVERTISING
2.9.1. Client hereby warrants that there is nothing in any advertisement or other material provided to 21 Designs, or in any material to which the advertisement or other material links or refers, that violates any personal or proprietary right of any third party, constitutes false advertising, is harmful, or violates any law or governmental regulation.
2.9.2. Client agrees to indemnify and hold harmless 21 Designs, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material
2.10. ASSIGNMENT OF INTELLECTUAL PROPERTY TO CLIENT
2.10.1. All copyright and other intellectual property rights in any work created, commissioned or otherwise acquired by 21 Designs during the implementation of any contract between 21 Designs and Client shall remain with 21 Designs until full payment has been received.
2.10.2. Upon full payment, 21 Designs hereby agrees to transfer to the Client all rights title and interest in the copyright and other intellectual property rights in all artwork, manuals, information, material reports, source code and other output which is produced, extended or modified during the production of the work outlined.
3. TERM OF AGREEMENT AND CANCELLATION
3.1. Following the Initial Term, this Agreement shall renew at the end of each thirty (30) day period for a successive thirty (30) day term unless either party provides a minimum of seven (7) days written notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
3.2. Cancellations become effective on the day processed by 21 Designs. Client will be notified of the cancellation via email.
4. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
4.1. 21 Designs warrants that the services provided will at the time of delivery correspond to the specifications provided in the agreed upon Project Brief.
4.2. Client acknowledges that 21 Designs does not warrant or make any representations concerning the accuracy of design, content, features, features, functions and performance of any web pages created by 21 Designs or any advertisement placed on social media websites or otherwise, nor does it warrant or make any representations concerning the accuracy, likely results, or reliability of any optimisation services it provides.
4.3. Client hereby agrees that the responsibility to check the performance, accuracy and quality of any web pages created by 21 Designs rests solely with them.
4.4. Client hereby agrees that 21 Designs is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
4.5. Client agrees 21 Designs is not liable for absence of services as a result of illness or holiday.
4.6. The content on this Site is for general information only and use and is not intended to address your particular requirements. In particular, the content does not constitute any form of advice, recommendation or arrangement by 21 Designs and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between Client and any third party named on this Site is at Client’s sole risk and responsibility.
4.7. USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITATION, 21 DESIGNS MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL 21 DESIGNS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, ACCOUNT PROVIDERS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “21 DESIGNS”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF 21 DESIGNS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, 21 DESIGNS IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF 21 DESIGNS TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
5.1 Client acknowledges and agrees that 21 Designs, at its sole discretion, may suspend access to this website, suspend services or terminate this Agreement if the Client:
- fails to pay any sum due under this Agreement and such sum remains unpaid for 5 days after written notice from 21 Designs that such sum has not been paid;
- ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
- fails to fulfill any of its obligations under any part of this or any other agreement that it has with 21 Designs; or
- interferes with or impairs the Service, or 21 Designs ability to deliver the Services.
- behaves in a manner found to be unlawful, inconsistent with, or in violation of, the letter or spirit of the terms of this Agreement.
6.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
7.1 Client agrees to indemnify and hold harmless 21 Designs, its employees, directors, heirs and assigns against all liability, loss, damage and expense of any nature, including attorneys’ fees, arising out of the publishing, distribution, or transmission of any advertisement submitted by or on behalf of the Client or the linkage of any advertisement to any other material.
8.1 If any provision of these Terms is held to be unenforceable, or invalid, for any reason, then that provision is deemed to be modified to the extent required to remedy the unenforceability or invalidity or if it is not possible to remedy the unenforceability or invalidity, that provision is to be severed from these Terms and these Terms will otherwise remain in full force.
9.1 This Contract shall be governed by the laws of the State of Queensland, Australia. The parties submit all disputes arising between them to the courts in the State of Queensland and any court competent to hear appeals from those courts of first instance.
10. ENTIRE CONTRACT
10.1 These Terms are the entire agreement between the parties regarding the use of this Website and the purchase of any services and supersedes all previous negotiations, commitments and agreements about the website and the services.