Terms and Conditions For Services

Simply Me-dia Pty Ltd – Terms and Conditions For Services

1. Application and Interpretation

1.1 These Web Design & Development Terms & Conditions (“Agreement”) are between The Trustee For Simply Me-dia Trust (ABN: 70 178 218 834) trading as Simply Me-dia Pty Ltd (“Simply Me-dia”) and you for provision of website development, website design, SEO management services and related services described below.
1.2 It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

1.3 The following definitions shall apply:
Materials: content provided to Simply Me-dia by you from time to time for incorporation on the Site including copywriting and images.
Site: the website to be designed and developed in accordance with this Agreement, the URL of which is set out in your Proposal document.
Site Software: software for the Site commissioned by you independently of Simply Me-dia, (where applicable).

2. Services

2.1 Simply Me-dia shall provide web design and development and related services, and perform its obligations, in accordance with your Proposal document (“Services”).

2.2 Simply Me-dia shall provide the Services in accordance with your Proposal document and this Agreement, and any timeframes set out therein shall be estimates only, and time for performance shall not be of the essence.

3. Customer Responsibilities

3.1 You shall be responsible for the accuracy and completeness of the Materials.

3.2 Simply Me-dia shall not be liable for any delays resulting from your failure to fulfill any of your obligations. Simply Me-dia reserves the right to invoice you for any additional expenses reasonably incurred by Simply Me-dia as a result of such delays.

3.3 You acknowledge that the ability of Simply Me-dia to provide the Services is dependent upon your full and timely cooperation (which you agree to provide), as well as the accuracy and completeness of the design specifications, and any other information and data provided by you or on your behalf.

3.4 You shall provide Simply Me-dia with access to, and use of, all information, data, and documentation reasonably required by Simply Me-dia for its performance of its obligations.

4. Charges and Payment

4.1 Simply Me-dia shall issue invoices in respect of the Charges and frequency set out in your Proposal document. The Charges payable for the Services, whether recurring or not, are set out in your Proposal document.

4.2 The Charges shall be payable in Australian dollars within 7 days of the date of the invoice or on such other payment terms set out therein and must be made by one of the methods outlined in the invoices provided by Simply Me-dia. All deposits or advanced payments are non-refundable.

4.3 You remain committed to pay us for all Charges for Services for their full invoicing periods (as selected in your Proposal document), irrespective of whether:
(a) this Agreement has been suspended or terminated during such invoicing period, or
(b) such Services have been changed or cancelled during such invoicing period.

4.4 Unless otherwise stated, all Charges and other amounts payable are exclusive of GST. If GST becomes payable on any supply made or provided, on which GST is not payable at the date of this Agreement, you will pay Simply Me-dia an additional amount equal to the value of consideration for the supply multiplied by the prevailing GST rate.

4.5 Simply Me-dia may set off any amounts due and payable under this Agreement against amounts that may be payable by Simply Me-dia to you.

4.6 Simply Me-dia reserves the right to charge interest on overdue amounts at an annual rate of 2% over the Reserve Bank of Australia base rate ruling on the due date, in addition to a standard $50 administration fee for each month an overdue amount remains.

4.7 Simply Me-dia may, by notice to you, suspend work, and your use of and access to Services (including public access to your web content), until outstanding invoice(s) and interest are paid in full. Charges shall continue to accrue during such period of suspension. Time for payment shall be of the essence.

4.8 Invoices may only be disputed by you by providing Simply Me-dia with written details of the dispute within fourteen (14) days of the date of the invoice, failing which the invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.

4.9 Additional charges shall be payable for out-of-scope work, that is work not otherwise expressly set out in your Proposal document.

4.9.1 The client agrees to reimburse Simply Me-dia for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography, premium plugins, or theme licenses, etc.

5. Variations and Cancellations

5.1 You may change the Services by notifying Simply Me-dia in writing. Your new Service will take effect from the date Simply Me-dia commences provision of the new Services in accordance with the terms agreed in writing by Simply Me-dia. Your next invoice will reflect: (a) Charges applicable to your new Service from the date of the notice;
(b) Charges for any remaining invoice period for your previous Service(s) (whether or not such Service(s) are utilized during such remaining invoice period);
(c) Charges for amounts then due but unbilled for your previous Service(s); and
(d) Charges for costs associated with any Service change or cancellation, where such costs are based on the standard rates of Simply Me-dia at the time. Any amounts or deposits already paid by you for a changed, cancelled, or discontinued Service shall not be refunded in any circumstances.

5.2 Simply Me-dia may change this Agreement by giving you written notice (whether by email to designated email address, postal address, notified by you to Simply Me-dia as part of registration process). Where change relates to an increase in Charges, Simply Me-dia shall provide you with thirty days; prior written notice.

6. Warranties

6.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.

6.2 Simply Me-dia shall perform the Services with reasonable care and skill.

6.3 This Agreement sets out the full extent of Simply Me-dia’s obligations and liabilities in respect of the supply of Services and the Site. All conditions, warranties, or other terms concerning the Services or the Site which might otherwise be implied into this Agreement (whether by statute or otherwise) are hereby expressly excluded.

7. Liability

7.1 Services shall be provided without any guarantees, conditions, or warranties as to its accuracy, speed, uptime, completeness, reliability, suitability, or currency of Services and they are provided on an “as is where is” basis. Simply Me-dia does not warrant that the Services or the Site will be uninterrupted or error-free, will meet your requirements (such as speed, uptime, performance, or reliability), nor will they be free from external intruders (hackers), unauthorised virus or worm dissemination. Any timeframes are provided as a guide or estimate only.

7.2 To the extent permitted by law, Simply Me-dia, its directors, and employees hereby expressly exclude:
(a) all conditions, warranties, and other terms which might otherwise be implied by statute, common law, or equity;
(b) any liability for loss of income or revenue; loss or interruption of business; loss of uptime; loss of profits; loss of or damage to software; loss of anticipated savings; loss of data; loss of goodwill; wasted management; or any liability for any direct, indirect, or consequential loss or damage incurred by you or any end-user in connection with Services, or use of Services; and
(c) any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

7.3 This does not affect the liability of Simply Me-dia which cannot be excluded or limited at law. Without limiting the foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted, or modified except to a limited extent. If any such laws apply, then to the extent permitted by law of relevant jurisdiction, Simply Me-dia’s liability is limited to any one or more of the following in its sole discretion:
(a) in case of any goods, replacement or repair of goods, or supply of equivalent goods, or payment of the cost of repairing or replacing goods or supplying equivalent goods; and
(b) in case of any services, supply of services again or payment of the cost of having services supplied again.

7.4 Without limiting the foregoing, you agree that in no event shall Simply Me-dia’s maximum aggregate liability exceed AUD$10,000.00.

7.5 You shall indemnify Simply Me-dia, its directors, it’s employees and representatives from and against all actions, claims, damages, liabilities, or costs (including legal costs) arising from, or directly or indirectly related to the provision of Materials or Site Software, use of Services or Site by you or anyone else, or otherwise arising as a result of this Agreement.

7.6 You understand and agree that interruptions in the service may occur due to various reasons beyond the control of Simply Me-dia, and that determining damages resulting from such interruptions can be challenging. Therefore, you acknowledge that the company shall not be held liable for any damages arising from causes beyond its direct and exclusive control. Furthermore, you acknowledge that Simply Me-dia’s liability for any negligence on its part shall not exceed the total charges paid by you for services during the period in which damages occurred. Under no circumstances shall the company be liable for any special or consequential damages, losses, or injuries.

8. Intellectual Property Rights

8.1 Simply Me-dia retains copyright and all other intellectual property rights in:
(a) all programming modules, code, computer programs, material, tools, drawings, documents, presentations, specifications, data, designs, know-how, and anything else generated, whether as improvements or otherwise, in the course of providing (directly or indirectly) Services; and
(b) all intellectual property rights existing prior to commencement of such Services (“Simply Me-dia IP”). Unless agreed otherwise in writing, Simply Me-dia shall be entitled to claim authorship for work which it is responsible.

8.2 Simply Me-dia licenses to you the right to access the Simply Me-dia IP on a nonexclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of the Agreement.

8.3 You acknowledge that Services may include individual third-party software or third-party intellectual property rights (including, with limitation, content management system and open-source software) (“Third-Party IP”) and license in clause 8.2 and your rights to use Services are without prejudice to the Third-Party IP. Any rights you may have to access Third-Party IP shall be limited to the extent of Simply Me-dia’s right to access the same and its ability to pass on such rights to you.

8.4 In relation to the license in clause 8.2 and the right to access in clause 8.3:
(a) they will both automatically terminate if this Agreement ends; and
(b) they do not include the right to replicate, commercialize, adapt, modify, reverse engineer, decompile, or disassemble in whole or in part.

8.5 Subject to clauses 8.2, 8.3, and 8.4, you shall retain copyright in the Materials. You grant Simply Me-dia a license to use the Materials only to the extent required to perform its obligations under this Agreement.

8.6 In relation to any data, content, information, or material provided by you to us (including Materials and Site Software), you warrant that same will not infringe the rights of any third party nor contravene any law or industry code.

8.7 Save as required by law, you shall not disclose any confidential information relating to Simply Me-dia or its affiliates obtained during or arising out of this Agreement to anyone (except your employees on an as-needed basis). You shall procure that anyone else receiving the benefit of Services, whether employees or otherwise, comply with terms of this clause as if they were a party to Agreement.

9. Copyright & Licensing

9.1 The Client retains the copyright to data, files, and graphic logos provided by the Client and grants Simply Me-dia the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party

10. Site Content

10.1 You shall ensure that Materials do not infringe any applicable laws, regulations, industry codes, or third-party rights (such as material which is obscene, indecent, pornographic, offensive, defamatory, threatening, liable to incite racial hatred or in breach of any third-party intellectual property rights) (“Inappropriate Content”).

10.2 You acknowledge that Simply Me-dia has no control over any content or links placed on Site by you or anyone else and does not purport to monitor content of the Site. Without limiting the foregoing, Simply Me-dia reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Notwithstanding, Simply Me-dia shall not be deemed to have any control over the Site or its contents.

10.3 You shall indemnify Simply Me-dia against all damages, losses, and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.

10.4 Simply Me-dia may include the statement “Site Designed & developed by Simply Me-dia” on the Site, along with a hyperlink to the Simply Me-dia website, unless you explicitly request its removal.

11. Web Browsers

11.1 Simply Me-dia makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g., Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). The client agrees that Simply Me-dia cannot guarantee correct functionality with all browser software across different operating systems. Simply Me-dia cannot accept responsibility for web pages that do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client.

11.2 Simply Me-dia reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browsers or software.

12. Term and Termination

12.1 This Agreement commences on the date Simply Me-dia commences providing the Service or such other date agreed by us in writing (“Commencement Date”) and terminates on the date we complete the Services or as otherwise set out in your Proposal document, unless the parties agree in writing to extend the term of this Agreement.

12.2 Simply Me-dia may terminate or suspend this Agreement (without any liability):
(a) at any time by giving you at least 30 days’ notice;
(b) immediately on giving notice to you if you breach, including failure to pay the Charges; or
(c) you become insolvent within the meaning of Corporations Act, are otherwise unable to pay your debts when due or you cease to carry on business. Should Simply Me-dia elect to reinstate such suspended Service you shall be responsible for Simply Me-dia’s standard re-activation charge.

12.3 On termination or expiration of this Agreement:
(a) Simply Me-dia shall invoice you for all amounts then due but un-billed and it may delete all data, materials, content, configuration, and settings in connection with your Services, whether on a Simply Me-dia storage media or otherwise. It is your obligation to ensure you have retained back-up copies.
(b) Any amounts or deposits already paid by you shall not be refunded in any circumstances. (c) All licenses granted by Simply Me-dia under this Agreement (including those referred to in clauses 8.2 and 8.3) shall terminate immediately.A

12.4 Following expiry or termination of this Agreement otherwise than on termination by Simply Me-dia pursuant to clause 12.2, Simply Me-dia shall:
(a) return to you all Materials, and shall provide to you an electronic copy of the Site (including all content on the Site).
(b) provide such assistance as is reasonably requested by you, subject to payment of Simply Me-dia’s expenses reasonably incurred.

13. Force Majeure

13.1 The definition in this clause applies in this Agreement. Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot, war, internet interruption).

13.2 A party affected by a Force Majeure Event shall promptly notify the other party and take reasonable steps to mitigate its effects.

14. Notices

14.1 All notices given by Simply Me-dia may be given by email to the address you’ve notified to Simply Me-dia in your proposal. An email is considered “received” 24 hours after it has been sent unless a delivery failure notification is received by Simply Me-dia. You agree that record of Simply Me-dia having sent a notice to you by email is, of itself, conclusive proof of receipt.

14.2 Notices given by you must be delivered to Simply Me-dia in writing and addressed to: 52 Walter Drive, Thornlands, QLD 4164
(with a copy by email to director@simplyme-dia.com).

15. Governing Law and Jurisdiction

15.1 This Agreement and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Queensland, Australia, and parties submit to the exclusive jurisdiction of that State.

16. Handover Procedures

16.1 Upon the initiation of Services, you are required to provide Simply Me-dia with all necessary materials, data, and information (“Client Materials”) to enable the effective provision of Services. Any delay in the provision of these Client Materials may result in delays in service delivery and additional charges.

16.2 When Services are completed or if this Agreement is terminated for any reason, Simply Me-dia will prepare a handover pack. This will typically include any deliverables, reports, and necessary account credentials related to the Services provided. The handover pack will be delivered to you or a third-party agency you designate within a standard handover period which generally equates to up to 10 business days.

16.3 If the handover process requires time exceeding the standard handover period specified in clause 16.2, Simply Me-dia reserves the right to charge additional fees for the extended handover at the current casual rate for web support.

16.4 It is your responsibility to ensure that all Client Materials and relevant information have been successfully transferred during the handover process. Simply Me-dia shall not be responsible for any loss, corruption, or inaccuracy of data that occurs post-handover.

17. Access Requirements

17.1 If the Client’s website is to be installed on a third-party server, Simply Me-dia must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

18. Domain Names
Simply Me-dia may purchase domain names on behalf of the Client. Payment and renewal of those domain names are the responsibility of the Client. The loss, cancellation, or otherwise of the domain brought about by non or late payment is not the responsibility of Simply Me-dia. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

19. Entire Agreement

19.1 This Agreement contains the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties relating to the subject matter of this Agreement.

19.2 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

19.3 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

19.4 You shall also be bound by policies or guidelines of Simply Me-dia, situated at this link https://simplyme-dia.com/services-terms-and-conditions as updated from time to time. It is your responsibility to review these periodically.

Additional Clauses

20. Dispute Resolution

20.1 In the event of any dispute arising under or in connection with this Agreement, the parties shall attempt to resolve the dispute through good faith negotiations.

20.2 If the parties are unable to resolve the dispute through negotiations within 30 days of written notice of the dispute, either party may refer the dispute to mediation under the Australian Disputes Centre (ADC) Mediation Rules. The mediation shall be conducted in Brisbane, Australia, and each party shall bear its own costs of mediation.

20.3 If mediation is unsuccessful in resolving the dispute within 60 days of the commencement of the mediation, the parties may then commence litigation proceedings.

21. Governing Language
21.1 This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail to the extent of any inconsistency.

22. Headings

22.1 The headings in this Agreement are for convenience only and shall not affect its interpretation.

ABOUT US

At Simply Me-dia we have built up a reputation in Brisbane for being blunt and honest with our clients. we are passionate and excited about marketing small businesses and we will help our clients in any way we can to achieve the desired result.

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8/21 Enterprise St, Cleveland QLD 4163