Terms & Conditions
DSIGNS Australia Pty Limited Terms & Conditions of Trade
1. PREAMBLE
1.1 All Goods and/or Services of DSIGNS Australia Pty Limited, whether gratuitous or not, are supplied subject to these Conditions and:
a. The provisions of Part I shall apply to the provision of all and any Goods and/or Services.
b. (b) The provisions of Part II shall only apply to the provision of Printing Services.
c. (c) The provisions of Part III shall only apply to the provision of Web Development Services.
PART I – GENERAL CLAUSES
2. Definitions
2.1 “DSIGNS Australia” shall mean DSIGNS Australia Pty Limited and its successors and assigns.
2.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other forms as provided by DSIGNS Australia to the Client.
2.3 “Guarantor” means that person (or persons) or entity who agrees to be liable for the debts of the Client on a principal debtor basis.
2.4 “Materials” shall mean all data, graphics, pictures, trademarks, Software and other materials to be incorporated into the Client’s Website (including, but not limited to) user data created by the operation of the Client’s Website.
2.5 “Goods” shall mean Goods supplied by DSIGNS Australia to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by DSIGNS Australia to the Client.
2.6 “Services” shall mean all services supplied by DSIGNS Australia to the Client and includes any advice or recommendations (and where the context so permits, shall include any supply of Goods as defined above).
2.7 “Software” shall mean the programs and other operating information (including documentation) used by a computer.
2.8 “Price” shall mean the cost of the Goods as agreed between DSIGNS Australia and the Client subject to clause 4 of this contract.
3. Acceptance
3.1 Any instructions received by DSIGNS Australia from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by DSIGNS Australia shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Client, the terms and conditions are binding and can only be amended with the written consent of DSIGNS Australia.
3.4 The Client undertakes to give DSIGNS Australia at least fourteen (14) days' notice of any change in the Client’s name, address and/or any other change in the Client’s details.
4. Price and Payment
4.1 At DSIGNS Australia’s sole discretion, the Price shall be either:
a. as indicated on invoices provided by DSIGNS Australia to the Client in respect of Goods supplied intended to supply;
or
b. DSIGNS Australia’s quoted Price (subject to clauses 4.2 and 19) which shall be binding upon DSIGNS Australia provided that the Client shall accept DSIGNS Australia’s quotation in writing within fourteen (14) days.
4.2 DSIGNS Australia reserves the right to change the Price in the event of a variation to DSIGNS Australia’s quotation.
4.3 At DSIGNS Australia’s sole discretion, a deposit may be required.
4.4 All estimates/quotations submitted by DSIGNS Australia include three rounds of design amendments unless otherwise stated on the estimate/quotation, amends made outside of these two rounds will incur additional charges. Any additional amendments will be charged at an hourly rate.
4.5 DSIGNS Australia may submit detailed progress payment claims in accordance with DSIGNS Australia’s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed.
4.6 At DSIGNS Australia’s sole discretion:
a. payment shall be due on delivery of the Goods or as and when agreed;
or
b. payment shall be due before delivery of the Goods;
or
c. payment for approved Clients shall be made in instalments in accordance with DSIGNS Australia’s payment schedule;
or
4.7 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated, payment shall be due fourteen (14) days following the invoice date.
4.8 Payment will be made by cash, by cheque, by bank cheque, by direct credit, or by any other method as agreed to between the Client and DSIGNS Australia.
4.9 All prices quoted include GST in operation.
4.10 In the event that the Client requests the Services to be completed within forty-eight hours, then DSIGNS Australia reserves the right to charge an urgent processing fee, which shall be twenty-five per cent (25%) of the Price.
5. Delivery Of Goods
5.1 At DSIGNS Australia’s sole discretion, delivery of the Goods shall take place when:
a. the Client takes possession of the Goods at DSIGNS Australia’s address; or
b. the Client takes possession of the Goods at the Client’s address (in the event that DSIGNS Australia delivers the Goods).
5.2 At DSIGNS Australia’s sole discretion, the costs of delivery are included in the Price.
5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. If the Client cannot deliver the Goods as arranged, then DSIGNS Australia shall be entitled to charge a reasonable fee for redelivery.
5.4 DSIGNS Australia may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
5.5 The failure of DSIGNS Australia to deliver shall not entitle either party to treat this contract as repudiated.
5.6 DSIGNS Australia shall not be liable for any loss or damage due to failure by DSIGNS Australia to deliver the Goods (or any of them) promptly or at all.
6. Risk
6.1 If DSIGNS Australia retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but before ownership is passed to the Client, DSIGNS Australia is entitled to receive all insurance proceeds payable. The production of these terms and conditions by DSIGNS Australia is sufficient evidence of DSIGNS Australia’s rights to receive the insurance proceeds without the need for any person dealing with DSIGNS Australia to make further enquiries.
6.3 Where the Client expressly requests DSIGNS Australia to leave Goods outside DSIGNS Australia’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk and it shall be the Client’s responsibility to ensure the Goods are insured adequately or at all.
7. Title
7.1 DSIGNS Australia and Client agree that ownership of the Goods shall not pass until:
a. the Client has paid DSIGNS Australia all amounts owing for the particular Goods; and
b. the Client has met all other obligations due by the Client to DSIGNS Australia in respect of all contracts between DSIGNS Australia and the Client.
7.2 Receipt by DSIGNS Australia of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then, DSIGNS Australia’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that:
a. where practicable, the Goods shall be kept separate and identifiable until DSIGNS Australia shall have received payment and all other obligations of the Client are met;
and
b. until such time as ownership of the Goods shall pass from DSIGNS Australia to the Client, DSIGNS Australia may give notice in writing to the Client to return the Goods or any of them to DSIGNS Australia. Upon such notice, the rights of the Client to obtain ownership or any other interest in the Goods shall cease;
and
c. DSIGNS Australia shall have the right to stop the Goods in transit whether or not delivery has been made;
and
d. if the Client fails to return the Goods to DSIGNS Australia, then DSIGNS Australia or DSIGNS Australia’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods;
and
e. the Client is only a bailee of the Goods, and until such time as DSIGNS Australia has received payment in full for the Goods, then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for DSIGNS Australia;
and
f. the Client shall not deal with the money of DSIGNS Australia in any way which may be adverse to DSIGNS Australia;
and
g. the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of DSIGNS Australia;
and
h. DSIGNS Australia can issue proceedings to recover the Price of the Goods sold, notwithstanding that ownership of the Goods may not have passed to the Client;
and
i. Until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that DSIGNS Australia will be the owner of the end products.
8. Defects
8.1 The Client shall inspect the Goods on delivery and shall, within seven (7) days of delivery (time being of the essence), notify DSIGNS Australia of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford DSIGNS Australia an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client fails to comply with these provisions, the Goods shall be presumed to be free from any defect or damage. For defective Goods, which DSIGNS Australia has agreed in writing that the Client is entitled to reject, DSIGNS Australia’s liability is limited to either (at DSIGNS Australia’s discretion) replacing the Goods or repairing the Goods.
8.2 Goods will not be accepted for return other than in accordance with 8.1 above.
9. Warranty
9.1 To the extent permitted by statute, no warranty is given by DSIGNS Australia as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. DSIGNS Australia shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof, however arising.
9.2 Once accepted by the Client, DSIGNS Australia’s written quotation shall be deemed to correctly interpret the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, DSIGNS Australia shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
9.3 DSIGNS Australia shall be under no liability whatsoever to the Client for any variation (beyond the reasonable control of DSIGNS Australia) in colours between the approved prototype and the finished Goods.
10. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts
10.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
11. Intellectual Property
11.1 Drawings, sketches, paintings, photographs, designs or typesetting furnished by DSIGNS Australia, dummies, models or the like devices made or procured and manipulated by DSIGNS Australia and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from DSIGNS Australia’s original design, or from a design furnished by the Client, remain the exclusive property of DSIGNS Australia unless otherwise agreed upon in writing.
11.2 As the owner of the Intellectual Property, the Client acknowledges that DSIGNS Australia has the exclusive right to:
a. reproduce the material (such as by photocopying, scanning and digitising them); and
b. make the material public for the first time; and
c. communicate the material to the public (such as by fax, email, broadcast or uploading it to a website).
11.2 Sketches and dummies submitted by DSIGNS Australia on a speculative basis shall remain the property of DSIGNS Australia. They shall not be used for any purpose other than that nominated by DSIGNS Australia, and no ideas obtained therefrom may be used without the consent of DSIGNS Australia. DSIGNS Australia shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
11.3 Where DSIGNS Australia has designed or drawn Goods for the Client, the Client undertakes to acknowledge DSIGNS Australia's design or drawings if images of the Goods are utilised in advertising or marketing material by the Client.
11.4 The Client hereby authorises DSIGNS Australia to utilise images of the Goods designed or drawn by DSIGNS Australia in advertising, marketing, or competition material by DSIGNS Australia.
12. Default & Consequences of Default
12.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of five per cent (5%) per calendar month, and such interest shall compound monthly at such a rate after as well as before any judgement unless otherwise expressly agreed in writing by DSIGNS Australia.
12.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify DSIGNS Australia from and against all costs and disbursements incurred by DSIGNS Australia in pursuing the debt, including legal costs on a solicitor and own Client basis and DSIGNS Australia’s collection agency costs.
12.3 Without prejudice to any other remedies DSIGNS Australia may have, if at any time the Client is in breach of any obligation (including those relating to payment), DSIGNS Australia may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. DSIGNS Australia will not be liable to the Client for any loss or damage the Client suffers because DSIGNS Australia has exercised its rights under this clause.
12.4 If any account remains overdue after thirty (30) days, then an amount of the greater of twenty dollars ($0291918049 or ten per cent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($0291918049 shall be levied for administration fees which sum shall become immediately due and payable.
12.5 Without prejudice to DSIGNS Australia’s other remedies at law, DSIGNS Australia shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled, and all amounts owing to DSIGNS Australia shall, whether or not due for payment, become immediately payable in the event that:
a. any money payable to DSIGNS Australia becomes overdue, or in DSIGNS Australia’s opinion, the Client will be unable to meet its payments as they fall due;
or
b. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors;
or
c. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
13. Security And Charge
13.1 Despite anything to the contrary contained herein or any other rights which DSIGNS Australia may have howsoever:
a. where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interests in the said land, realty or any other asset to DSIGNS Australia or DSIGNS Australia’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that DSIGNS Australia (or DSIGNS Australia’s nominee) shall be entitled to lodge, where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
b. should DSIGNS Australia elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify DSIGNS Australia from and against all DSIGNS Australia’s costs and disbursements, including legal costs on a solicitor and own Client basis.
c. the Client and/or the Guarantor (if any) agree to irrevocably nominate, constitute and appoint DSIGNS Australia or DSIGNS Australia’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.
14. Cancellation
14.1 DSIGNS Australia may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice, DSIGNS Australia shall repay to the Client any sums paid in respect of the Price. DSIGNS Australia shall not be liable for any loss or damage whatever arising from such cancellation.
14.2 In the event that the Client cancels delivery of Goods, the Client shall be liable for any loss incurred by DSIGNS Australia (including, but not limited to, any loss of profits) up to the time of cancellation.
14.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will definitely not be accepted once production has commenced.
15. Privacy Act 1988
15.1 The Client and/or the Guarantor/s (herein referred to as the Client) agree for DSIGNS Australia to obtain from a credit reporting agency a credit report containing personal credit information about the Client in relation to credit provided by DSIGNS Australia.
15.2 The Client agrees that DSIGNS Australia may exchange information about the Client with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
a. to assess an application by the Client;
and/or
b. to notify other credit providers of a default by the Client;
and/or
c. to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers;
and/or
d. to assess the creditworthiness of the Client. The Client understands that the information exchanged can include anything about the Client’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
15.3 The Client consents to DSIGNS Australia being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
15.4 The Client agrees that the personal credit information provided may be used and retained by DSIGNS Australia for the following purposes (and for other purposes as shall be agreed between the Client and DSIGNS Australia or required by law from time to time):
a. the provision of Goods;
and/or
b. the marketing of Goods by DSIGNS Australia, its agents or distributors;
and/or
c. analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods;
and/or
d. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client;
and/or
e. enabling the daily operation of the Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.
15.5 DSIGNS Australia may give information about the Client to a credit reporting agency for the following purposes:
a. to obtain a consumer credit report about the Client;
b. allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
15.6 The information given to the credit reporting agency may include the following:
a. personal particulars (the Client’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number;
b. details concerning the Client’s application for credit or commercial credit and the amount requested;
c. advice that DSIGNS Australia is a current credit provider to the Client;
d. advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days and for which debt collection action has been started;
e. that the Client’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
f. information that, in the opinion of DSIGNS Australia, the Client has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Client's credit obligations);
g. advice that cheques drawn by the Client for one hundred dollars ($100) or more have been dishonoured more than once;
h. that credit provided to the Client by DSIGNS Australia has been paid or otherwise discharged.
16. Unpaid DSIGNS Australia’s Rights
16.1 Where the Client has left any item with DSIGNS Australia for repair, modification, exchange or for DSIGNS Australia to perform any other Service in relation to the item and DSIGNS Australia has not received or been tendered the whole of the Price, or the payment has been dishonoured, DSIGNS Australia shall have:
a. a lien on the item;
b. the right to retain the item for the Price while DSIGNS Australia is in possession of the item;
c. a right to sell the item.
16.2 The lien of DSIGNS Australia shall continue despite the commencement of proceedings or judgement for the Price having been obtained.
17. General
17.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 The laws of New South Wales shall govern these terms and conditions and any contract to which they apply and are subject to the jurisdiction of the courts of New South Wales.
17.3 DSIGNS Australia shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by DSIGNS Australia of these terms and conditions.
17.4 In the event of any breach of this contract by DSIGNS Australia, the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
17.5 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by DSIGNS Australia.
17.6 DSIGNS Australia may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
17.7 DSIGNS Australia reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which DSIGNS Australia notifies the Client of such change.
17.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
17.9 The failure by DSIGNS Australia to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect DSIGNS Australia’s right to enforce that provision subsequently.
PART II: PRINTING SERVICES
18. Printing
18.1 When quotations are based on specifications, roughs, layouts, samples or dummies or printed typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in DSIGNS Australia's opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.
18.2 All work carried out, whether experimentally or otherwise, at the Client’s request will be charged to the Client.
18.3 Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.
18.4 Unless otherwise agreed, the Client shall bear the cost of fonts, colour proofs, or artwork specially bought at the Client's request for the job.
18.5 Where the performance of any contract with the Client requires DSIGNS Australia to obtain Goods or Services from a third party, the contract between DSIGNS Australia and the Client shall incorporate. It shall be subject to the conditions of supply of such Goods and Services to DSIGNS Australia, and the Client shall be liable for the cost in full, including DSIGNS Australia’s margin of such Goods or Services.
18.6 DSIGNS Australia is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. While DSIGNS Australia will try to match virtual colours with physical colours, DSIGNS Australia will take no responsibility for any variation between virtual sale samples and the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra, including return freight, the charge will be contra against the final invoice.
18.7 DSIGNS Australia shall not be held liable for inks wearing off through general wear and tear.
19. ProofReading
19.1 Whilst DSIGNS Australia takes every care to carry out the instructions of the Client, it is the Client's responsibility to undertake final proofreading of the Goods. DSIGNS Australia shall be under no liability whatever for any errors not corrected by the Client in the final proofreading. Should the Clients alterations require additional proof, this shall be invoiced as an extra.
19.2 When style, type or layout is left to DSIGNS Australia’s judgement, then the Client makes further alterations to the copy, this will be invoiced as an extra.
19.3 While DSIGNS Australia will make every effort to match PMS colours, DSIGNS Australia will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.
20. Client’s Property and Material Supplied by Client
20.1 Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. DSIGNS Australia may make an additional charge in respect of any such counting or checking requested by the Client.
20.2 In the case of property and materials left with DSIGNS Australia without specific instructions, DSIGNS Australia shall be free to dispose of them at the end of twelve months after his receiving them and to accept and retain the proceeds, if any, to cover his own costs in holding and handling them.
20.3 Where the Client supplies materials or equipment, DSIGNS Australia accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment.
20.4 Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client deemed necessary by DSIGNS Australia to ensure correctly finished work shall be invoiced as an extra.
21. PART III: DEVELOPMENT OF THE WEBSITE
21. Definitions
21.1 ‘Prohibited Content’ means any content on a Website that:
a. is, or could reasonably be considered to be, in breach of the Broadcast Services Amendment (Online Service) Act 1999 (Cth); the Trade Practices Act 1974 (Cth); or any other applicable law or applicable industry code;
or
b. contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful;
or
c. is, or could reasonably be considered to be, in breach of any person’s Intellectual Property Rights.
21.2 ‘Website’ means a location that is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface.
22. Intellectual Property
22.1 Notwithstanding anything herein, the Intellectual Property Rights in DSIGNS Australia’s Materials and DSIGNS Australia’s Routines do not vest in the Client and there is no assignment of the Intellectual Property Rights in DSIGNS Australia’s Materials or DSIGNS Australia’s Routines to the Client. DSIGNS Australia hereby grants to the Client an irrevocable, non-exclusive and non-transferable licence to use and reproduce DSIGNS Australia’s Materials and DSIGNS Australia’s Routines for the purposes of this agreement only.
22.2 Where DSIGNS Australia has provided Software, DSIGNS Australia retains ownership of the Software but grants a licence to the Client for the use of the Software. The Client will use any Software supplied by DSIGNS Australia strictly in terms of the licence under which it is supplied and shall not modify, change or copy any such Software. The Client will use any third-party Software supplied by DSIGNS Australia, and identified as such, strictly in terms of the licence under which it is supplied.
22.3 Where DSIGNS Australia has provided photographic (digital or otherwise) images for the Client, at DSIGNS Australia’s sole discretion, any such images may be subject to ongoing licence payments for the use of such images. DSIGNS Australia determines the period of any such licence from time to time.
23. What DSIGNS Australia Will Do
23.1 Upon approval of the Specifications and Quotation in accordance with this agreement, DSIGNS Australia will:
a. use its best endeavours to develop the Website in accordance with the Development Stages;
and
b. to the extent specified in the Specifications, negotiate and procure Third Party Agreements on behalf of the Clients.
23.2 DSIGNS Australia reserves the right to refuse to construct a website that DSIGNS Australia may judge as unfit due to Prohibited Content or otherwise, including without limitation websites containing adult-oriented material such as pornography, sites that promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe the copyright or are contrary to Australian laws.
23.3 DSIGNS Australia shall make every effort to ensure the website pages are displayed correctly on the most popular browsers currently available, however, DSIGNS Australia shall not accept responsibility for pages that do not display properly on versions of browsers released after the project has been completed or past the estimated completion date on postponed projects. Nor shall DSIGNS Australia accept responsibility for pages displaying accurately on outdated or discontinued browser versions.
23.4 DSIGNS Australia cannot guarantee that the Client’s website will rank highly within search engines.
24. What The Clients Will Do
24.1 The Clients will, in addition to any other obligations expressed in this agreement, have the following responsibilities:
a. provision of all data, information, text and images to be incorporated into the Website within fourteen (14) days of acceptance of DSIGNS Australia’s quotation;
b. provision of all data to be incorporated into the Website;
c. provision of logos, designs, graphics and related materials to be incorporated into the Website;
and
d. provision of any other information, ideas or suggestions which are to be expressly considered by DSIGNS Australia in developing the Website.
24.2 The Clients will ensure that DSIGNS Australia is given such information and assistance as DSIGNS Australia reasonably requires enabling it to construct and maintain the Website.
24.3. It is the Client’s responsibility
a.to ensure that the content submitted for the website is lawful and does not infringe any copyright or any other laws; and
b. to carry out any market research as to the viability and profitability of any project before accepting any quote.
24.4 DSIGNS Australia will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Website which is attributable to:
a. incorrect information provided by the Client, either pursuant to this clause or otherwise;
or
b. failure by the Client to provide relevant information, either pursuant to this clause or otherwise;
or
c. any 3rd party Materials used by DSIGNS Australia in the creation of the Website.
24.5 The Client shall review the website on the test server, notify DSIGNS Australia when they approve the test website and agree that the website can be made publicly available through their chosen/supplied domain. Upon approval to go live with the website, the Client agrees that the site's design and development have satisfied all their requirements according to the initial quotation.
PART IV: WEBSITE HOSTING
25. What DSIGNS Australia Will Do
25.1 DSIGNS Australia will,
a. install the Client Materials on the Client’s selected Web Server;
b. host the Client Web Site on the Web Server;
c. ensure that from the Live Date:
26. What DSIGNS Australia Will Not Do
26.1 DSIGNS Australia will not:
a. post or display on the Client’s Website any advertisement, sponsorship or promotion without the written consent of the Client;
b. sub-licence, rent, time-share, lease, lend or grant any rights to use the Client’s Website; or
d. assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this agreement.
27. Jurisdiction
The laws of New South Wales apply to this agreement, and any action brought by any party to this agreement is to be brought in a Court in New South Wales.