Terms & Conditions
TERMS & CONDITIONS
- Provision of services
1.1 Inconsideration of the payment of the fee by the client, AK Smart Consulting (AKSC) will provide the services in a professional and timely manner.
1.2 The client will provide approvals, authorizations, information, passwords, instructions, or other matters as requested by AKSC in a timely manner. The client acknowledges that any failure to do so may cause delivery dates to be delayed or extended.
1.3 Within seven days of the completion of any part of the services by AKSC, and/or written notice that the services (or any part of the services) are complete, the client must provide written notice of any defects, faults or bugs, failing which, the services will be deemed to have been accepted.
1.4 Client acknowledges that registration of Domain Names and selecting Web Host providers are the client’s responsibility. AKSC will use best endeavours to advise to select Web Hosting providers with client consent.
- 2. Payment of fees
Clients must pay 50 % upfront of the total project cost to commence their project and they can pay the remaining amount on completion of their project. Quotation valid only for 7 days.
2.1 All invoices issued by AKSC are payable within seven days. Where invoices are outstanding AKSC may:
(a) suspend provision of the services until invoices are paid in full; and
(b) charge interest on any outstanding amounts, calculated daily at the rate 2% higher than the overdraft rate charged at that time by the bank where AKSC maintains its accounts.
2.2 All charges under this agreement are inclusive of Goods and Services Tax. GST will be added to each invoice and will be payable by the client.
2.3 AKSC may incur incidental costs outside the purchase order, including (without limitation) couriers, postage, hard copy mock-ups, provided that the approval of the client will be obtained for any cost more than $100. These costs will be added to each invoice and reimbursed by the client.
3.1 Where the client wishes to vary any element or specification in the purchase order:
(a) the parties will use best endeavours to confirm the variation in writing (with email being sufficient).
(b) if the client accepts the varied element or specification, this will be deemed to be acceptance of the variation.
(c) AKSC will, at its discretion:
(i) charge an additional fee for the variation, based on the additional hours or costs arising from the variation charged at its standard rates; or
(ii) negotiate an amendment to the Fee, 50% of which will be payable on the agreement.
3.2 For the purpose of this clause vary means any change, edit, amendment, revision, alteration, or addition, excepting only:
(a) corrections of any mistake or fault in the services caused by AKSC; or
(b) minor refinements, corrections or revisions requiring less than 15 minutes per action (or 60 minutes in aggregate).
- 4. Liability
4.1 Any condition or warranty which would otherwise be implied in this agreement is excluded. The liability of AKSC for any breach of any term, condition, or warranty of this agreement, whether express or implied, will be limited to the total amount payable to AKSC for the provision of the services under this agreement. AKSC excludes liability for any loss or damage suffered by client due to:
(a) any loss or damage to data, materials, or software provided to AKSC in connection with the provision of the services (the client acknowledging that itis solely responsible for maintaining back-up copies); and
(b) delay of delivery, where such delay is due to circumstances beyond the control of AKSC (including, without limitation, acts or omissions of service providers)
4.2 Where legislation implies any condition or warranty and prohibits provisions excluding or modifying the liability of AKSC under such condition or warranty, the condition or warranty will be deemed to be included in the agreement, however the liability of AKSC for any breach of such condition or warranty, will be limited, at the option of AKSC to one or more of the following:
(a) if the breach relates to products and services:
(i) the replacement of the products and services or the supply of equivalent products and services.
(ii) the repair of such products and services.
(iii) the payment of the cost of replacing the products and services or of acquiring equivalent products and services; or
(iv) the payment of the cost of having the products and services revamped; and
(b) if the breach relates to services:
(i) the supplying of the services again.
(ii) the payment of the cost of having the services supplied again.
4.3 The client hereby releases AK Smart Consulting (and its employees, officers, agents, and contractors) from liability for:
(a) losses, damages, claims, or expenses arising from any defect in or failure of any third-party software used by AKSC during the products and services; and
(b) any loss of profits, indirect losses, or consequential loss or damage which may be suffered or arise in respect of the products and services or any of the actions or omissions of AKSC (or its employees, officers, agents and contractors).
- Intellectual property
5.1 Upon payment of all fees and disbursements owing to AKSC, all intellectual property rights (including copyright) which may arise in the course of the provision of the service (“the Rights”) will be assigned by AKSC to the client, subject to Clause 5.2.
5.2 All rights(including copyright) in software (including source or object code),methodologies and other material developed by AKSC prior to or otherwise independently of this agreement will be retained by AKSC, nevertheless that this material may be used in the provision of the services. AKSC hereby grants the client a non-exclusive license, in perpetuity, to use this material for the purposes envisaged in the purchase order.
5.3 Where any intellectual property rights (including copyright and trademarks) are licensed or assigned from any third party in the course of the provision of the services, the client will comply with the terms of any such license or assignment, as notified to the client by AKSC.
5.4 The client warrants that any information, works, or materials it provides AKSC in connection with the provision of the services will not be defamatory or otherwise infringe the copyright or other rights of any third party, and the client hereby indemnifies AKSC against any loss, claim, damages or expense suffered by AKSC as a result of any breach of this warranty. The client hereby grants AKSC a license to use such information, works, or materials for the purpose of providing the services.
5.5 AKSC may reproduce and publish material (apart from confidential information) created during the provision of the services, for the purpose of securing future engagements and generally marketing itself.
- 6. Confidentiality
6.1 Both parties agree that they will not disclose, or authorize the disclosure of, the terms of this agreement, any matter relating to any of the terms of this agreement or any other confidential information relating to the operations or business of the other party to any other person, except to our advisors or as they may be required to do so by law.
6.2 Notwithstanding Clause 6.1, the client agrees that AKSC may publish and advertise the fact that it has provided the services for the purpose of securing future engagements and generally marketing itself.
- 7. Termination
7.1 Either party may terminate this agreement immediately if the other party:
(a) becomes threatens, or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, bankruptcy or winding up; or
(b) breaches any material term of this agreement and, having been given 48 hours written notice to rectify that breach fails to do so.
7.2 If this the agreement is terminated under Clause 7.1, AKSC may:
(a) retain any money paid by the client prior to termination.
(b) forward to the client an invoice for any other fees and expenses under this agreement which have been incurred but not invoiced to the client.
(c) be regarded as discharged from any further obligations under this agreement; and
(d) pursue any additional or alternative remedies provided by law.
- 8. General
8.1 This agreement constitutes the entire agreement between the parties relating to the provision of the services and cannot be altered except in writing signed by both parties.
8.2 The parties enter this agreement as independent contractors and not as employer and employee, partners, or joint venturers, or in any other capacity.
AK Smart Consulting (AKSC)
PO Box 68
Victoria Park WA 6979