Terms & Conditions

Terms & Conditions

1. All costs outlined in the Service Proposal must be approved by Client prior to commencement of the work.

2. Monthly service fees will be collected via Stripe Subscription facility. Please note that Stripe will charge a failed payment fee of up to $16.50 AUD for each unsuccessful debit. Campaign is automatically suspended until overdue invoice is paid, therefore late payments may affect your search engine rankings.

3. Pricing outlined in the Service Proposal is fixed (i.e. no price increase) for a period of twelve (12) months from date of endorsement.

4. If any of 1st Digital SEO website coding are deleted, changed or altered by you or your developers, or you or your developers do not implement our SEO changes as directed, or in case of suspension of work due to late payments, any guarantee becomes null and void. Clients may be charged an additional fee for re-optimising the website, based on the hourly rate starting from $125/hour (excl. GST).

5. 1st Digital has all intellectual property rights and ownership of our software & Digital Marketing program(s), and therefore, reserves the right to withdraw the program on any grounds deemed suitable by company directors.

6. A portion of our services are advisory. The client bears sole responsibility for the use and implementation of these services in the client company. Any timeframes or dates we commit to either in this proposal or via phone/email conversations we have in the future are to be taken as a guideline only and are not binding. We will endeavour to do our best to reach these dates but many things are out of our control so we cannot guarantee any deadline.

7. Client Warranties: When you approve this proposal, you are acknowledging the following:

• At no point does our use of your data constitute a breach of copyright, defamation, breach of confidence, interference with privacy or any contravention of any other law or right whatsoever;
• Our use of your data in advertising will comply with all relevant laws and applicable codes of conduct at all times;
• You must do everything in your power to ensure you protect passwords and access to any and all relevant systems;
• It is your responsibility to protect any property or interests arising from us providing you services;
• You agree to not try and recruit our staff or contractors for the duration of your engagement with us, or for up to a year after our engagement ends.

10. Indemnity: You indemnify us against any loss, damage, costs, claims and expenses which we may incur (including legal fees) from: • The existence and/or publication of any data and/or content that is on or forming part of your website; • The publication or use of your data by us for the purposes of providing you any services in accordance with this agreement; • When we make your data available to anybody authorised to use your current password(s); • When you make your data available to anybody unauthorised to use your current password(s) either deliberately or through negligence; • Any of your warranties under this agreement being, or becoming false, misleading or deceptive; • Any loss, damage, injury, or claim by any user arising as a result of reliance on any fact, statement or opinion in your data (whether negligent or otherwise); • Any third party claims of defamation, for breach of intellectual property rights or breach of your obligations under the Privacy Act, arising from your use of our services or solutions we provide you, death and injury to any person or damage to property caused by the client, its employees or contractors. Client agrees to forever indemnify and hold harmless 1st Digital from and against any loss, cost or expense resulting from any activities related to the subject matter.

11. Credit: You agree that we may use various snapshots of your completed website, any associated statistics/metrics or your logo as part of our portfolio in print or web format. Please contact us before approving this proposal if you do not agree to this.

12. This agreement is to be governed by the laws of the State of Victoria and the parties hereby submit to the jurisdiction of the courts and Tribunals of Victoria and of the courts hearing appeals from those courts and Tribunals.

Services Agreement

Definitions

"Detailed Specification"	means the written specification of all of the software requirements to satisfy the Client’s functional requirements for the Website.
"Excluded Matters"	means commercial arrangements for which the Service Provider is not responsible and which are pre-requisite to the operation of the Website.
"Intellectual Property"	means intellectual property owned by the Service Provider and Client, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
"Phase"	means one of the numbered stages in the Timetable.
"Price"	means the price for the Project or a part of the Project as set out in Schedule 1.
"Project"	means all work in connection with the design and writing of the Website, until the Website is fully operational with every dynamic element and every link fully functional.
"Schedule"	means a schedule to this agreement.
"Website"	means the Website of the Client, to be developed under the terms of this contract.
"Website Documentation"	means the instruction manuals user guides and other documentation agreed to be written by the Service Provider .
"Website Host"	means a firm or company in the business of hosting Websites, with whom the Client shall have contracted to host the Website.

1. Interpretation

In this agreement unless the context otherwise requires:

1.1 A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.

1.2 A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

1.3 A reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.

1.4 The headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.

1.5 Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

1.6 In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party

1.7 All money sums mentioned in this agreement are calculated net of GST, which will be charged when payment is due.

1.8 These terms and conditions apply to all work on the Project. They prevail over any terms proposed by the Client.

1.9 This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

2. Basis of Contract

2.1 In entering into this contract the Client has not relied on any representation or information from any source except the definition and explanation of the services given on the Service Provider ’s Website.

2.2 For the Price and subject to the terms of this agreement the Service Provider hereby undertakes to complete the Project so as to satisfy the Detailed Specification outlined in the provided proposal.

2.3 So far as the Service Provider allows use of his Intellectual Property, he grants a licence to the Client for 80 years, limited to the terms set out in this agreement.

3. Representative liaison

3.1 With effect from today the Service Provider and the Client shall each nominate a representative who shall be authorised to make decisions relating to the Project and who shall be responsible for:

3.1.1 organising regular meetings at which they shall review the progress of the Project;
 3.1.2 providing all information and documentation reasonably required by the other of them to enable completion of the Project.

4. Project management procedure

4.1 The Service Provider shall prepare the Detailed Specification and the Client shall provide to the Service Provider all information and other documents reasonably requested by the Service Provider for this purpose.

4.2 The Service Provider shall use all reasonable endeavours to complete the preparation of the Detailed Specification by the date set out in the Timetable or as soon thereafter as is possible and submit it to the Client.

4.3 The Client shall use all reasonable endeavours to complete the preparation of the Content by the date set out in the Timetable or as soon thereafter as is possible and submit it to the Service Provider for inclusion in the Website.

4.4 The Client shall within 7 [seven] days of receipt of the Detailed Specification notify the Service Provider of either:

4.4.1 Client approval as drawn; or
 4.4.2 Client comments and/or requests for amendment as he shall reasonably judge appropriate.

If the Client fails to respond within said period he shall be deemed to have approved the Specification outlined in the proposal.

4.5 The Service Provider shall take account of all reasonable comments and/or requests for amendment received from the Client and shall incorporate them in a revised version of the Specification to be prepared and delivered to the Client as soon as is reasonably possible.

4.6 The process described above shall be repeated until the Client has approved (or is deemed to have approved) the Specification outlined in the proposal.

4.7 If the Client requires an amendment to the Specification to take account of any application function or performance criteria not previously specified then the Service Provider shall be entitled to make such revision to the Timetable and the Completion Date as he shall in the circumstances judge to be reasonably necessary.

4.8 The Service Provider and the Client agree to use all reasonable endeavours to complete the process of approval of the Detailed Specification by the date set out in the Timetable or as soon after as is possible.

4.9 The Client will use all reasonable endeavours to complete arrangements in respect of such of the Excluded Matters as are necessary to satisfy the pre-requisite requirements of this contract.

4.10 Delivery shall be effected for the purpose of this agreement only when the Website is complete and tested and fully operational on the server of the Website Host.

5. Content of Detailed Specification

The Detailed Specification shall include (among other things):

5.1 a list of browsers with which the Website will be compatible;

5.2 the Client’s functional requirements for the Website;

5.3 the Clients quantitative requirements for the Website;

5.4 the software languages, applications, and adaptations proposed to be used in the construction of the Website;

5.5 the bought-in software and plug-in sub-systems proposed to be used in the construction of the Website together with priced recommendations for sourcing such products;

5.6 the layout and content of the Reports;

5.7 any necessary administrator control panel or system;

5.8 a list of password protected files, specifying in each case, the function of the file, the password at start and the method of changing the password;

5.9 any necessary communications systems required with details of how they will operate;

6. Text modifications

6.1 The Service Provider shall notify the Client when the Website is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access (uncontrolled by any password or qualification) to the Client to all of the pages including error messages and other secondary pages.

6.2 The Client shall provide to the Service Provider a comprehensive list of text modifications in respect of all the pages.

6.3 The Service Provider shall make the modifications requested and shall charge the Client at the rate set out in Schedule 1 for html and web page construction.

7. Variations

7.1 The Client shall be entitled at any time prior to completion of the Project to request in writing the Service Provider to modify the design or functionality of the Website.

7.2 The Client shall provide the Service Provider with full particulars of any requested modification and such further information as the Service Provider shall reasonably require.

7.3 Within 3 [three] days of receipt of such a request the Service Provider shall inform the Client in writing whether such modification is technically feasible and shall inform the Client of:

7.3.1 the estimated number of additional hours of work;
 7.3.2 any necessary alteration to the Timetable;
 7.3.3 as are caused by the proposed modification.

7.4 If the Client elects to proceed with the modification within 3 [three] days of receipt of such information then the Timetable shall be amended in the manner indicated by the Service Provider.

7.5 If modification is requested after the Website has been substantially constructed the Service Provider may decline to accept the additional work until after completion of and payment for the Project, such additional work becoming the subject of a separate contract.

7.6 If the Service Provider modifies the whole or any part of the Website in accordance with this paragraph he shall make all appropriate related modifications to respectively the Detailed Specification and the Website Documentation so that both of these documents accurately reflect the finished version of the Website.

7.7 Additional fees may occur if there are changes to the project scope by the client after the proposal has been agreed upon. Examples of these changes include but are not limited to,
 additional web pages which require a new design or copy needing rewriting due to a change in business direction.

8. Testing and acceptance

8.1 The testing shall take place either on a test site or a site published to the World.

8.2 The Service Provider shall test the functioning of the Website.

8.3 If any fault or "bug" is found the Service Provider shall undertake such further work as is necessary until the testing procedure is satisfied.

8.4 Within 7 [seven] days, the Client shall inform the Service Provider of any deficiencies in the operation of the Website and in the absence of any such notification, the Client is deemed to have accepted the Website.

8.5 The Project is complete after:

8.5.1 the testing procedure has demonstrated satisfactory efficiency;
 8.5.2 the Website is published on the server of the Website Host;
 8.5.3 updated versions of the Specification and the Website Documentation have been handed to the Client in soft copy;

9. Demonstration and training

9.1 Immediately upon publication of the Website, the Service Provider will provide 4 [four] hours explanation, demonstration and training in the operation of all aspects of the Website for such staff as the Client shall direct and in a format agreed by the Client.

9.2 The Service Provider shall provide such further training as the Client may request within 12 [twelve] months of the date of completion of the Project at the hourly rate set out in Schedule 1. Such training shall be provided by a person fully conversant with the Website.

10. Exclusions from contract

The Excluded Matters are:

10.1 Registration of necessary domain names;

10.2 Arrangement of merchant server banking and payment Service Provider facilities;

10.3 Contracting for web hosting services and the provision of appropriate fire walls;

10.4 Supply new or change existing Client e-mail message system;

10.5 Purchase of any necessary computer hardware and software;

10.6 Search engine optimisation beyond that specified in this agreement.

10.7 Newsletter (EDM) design or development.

11. Confidentiality

11.1 The parties are aware that in the course of the Project they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.

11.2 The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after completion of the Project that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.

11.3 For the purposes of the Client’s above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification and the Search Engine Strategy Specification.

11.4 Each of the Service Provider and the Client hereby undertakes to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employee’s agents and sub-contractors with these provisions.

11.5 Each of the Service Provider and the Client hereby undertakes to the other that for the period of 12 [twelve] months following completion of the Project they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.

11.6 The provisions of the last previous sub paragraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.

12. Third party software rights

12.1 If the Service Provider incorporates or embeds third party software products in the Project then such products will so far as possible be properly licensed to the Client, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by the Service Provider . Any license fees payable by the Client to any third party for software incorporated in the Website but not previously used by the Client shall be paid by the Service Provider unless included in the Price specification set out in Schedule 1.

12.2 Insofar as the terms of business of a third party seller of software do not permit the above arrangement, then the Client shall himself buy the software concerned whereupon the Service Provider shall have no obligation in respect of the software except to warrant that it functions as a part of the Website.

12.3 Insofar as it is impractical to follow the procedure set out above, then the Service Provider shall be deemed to be the agent of the Clients for the purpose of buying such software. In this event, the Service Provider will advise the seller by e-mail, with copy to the Client that the software has been purchased for use by the Client. The Service Provider will provide full contact details to the seller. It shall be the responsibility of the Client to retain the copy of the e-mail message by the Service Provider.

13. Intellectual property ownership

Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract, and payment has been rendered, and unless otherwise specified in this agreement ownership of other intellectual property used in the assignment or arising out of it, shall be as follows:

13.1 Website concepts belong to the Client.

13.2 Website designs used in the Website belong to the Client.

13.3 Website designs not used belong to the Service Provider.

13.4 Graphic images provided by the Service Provider belong to the Client unless the Service Provider expressly states that ownership is retained by him.

13.5 Software code written by the Service Provider prior to the date of this agreement and incorporated in the Website belongs to the Service Provider.

13.6 Code written specifically for the Website belongs to the Client.

13.7 Software elements being components previously developed by the Service Provider belong to Service Provider.

13.8 The Service Provider now grants an exclusive license to the Client for all items listed above and owned by them, for use in connection with any Website the Client might own or use for a period of 99 [ninety nine] years. The Client may not assign this licence except by way of sale or transfer of the whole of the Website.

14. Intellectual property rights indemnity by Client

The Client hereby agrees to indemnify the Service Provider against all claims and costs arising:

14.1 in any connection with the Content supplied by the Client;

14.2 out of any failure by the Client to comply with any law;

14.3 from a breach by the Client of this agreement.

15. Disclaimers and limitation of liability

15.1 This paragraph applies so far as the applicable law allows.

15.2 All implied conditions, warranties and terms are excluded from this agreement.

15.3 The Service Provider knows nothing about the business of the Client. Accordingly he is not responsible for:

15.3.1 the instructions given by the Client in connection with the Project or any issue that arises as a result of any work done by the Service Provider as instructed by the Client;
 15.3.2 the functionality or profitability of the Website as a business;
 15.3.3 the text or graphics or other content on the Website;
 15.3.4 compliance of the Website with any law or code of practice.

15.4 This paragraph (and any other paragraph which excludes or restricts the liability of the Service Provider) also applies to the directors, officers, employees, subcontractors, agents and affiliated companies of the Service Provider as well as to the Service Provider.

15.5 The following provisions set out the Service Provider ’s entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:

15.5.1 any breach of his contractual obligations arising under this agreement; and
 15.5.2 any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement.

And the Client’s attention is drawn to these provisions.

15.6 Any act or omission on the part of the Service Provider, falling within this paragraph shall be known as an ‘Event of Default’.

15.7 The Service Provider’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client for this Project.

15.8 The Service Provider shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Service Provider had been advised of the possibility of the Client incurring the same.

15.9 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.

15.10 The Client hereby agrees to give the Service Provider not less than 28 [twenty eight] days in which to remedy any Event of Default hereunder.

15.11 The Service Provider shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on the Service Provider within three months of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware.

15.12 Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled.

15.13 The Service Provider shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

15.14 In no event shall The Service Provider be liable to The Client for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or The Service Provider has been advised of the possibility of such damage. In no event shall The Service Provider ’s aggregate liability for damages arising out of or related to this agreement exceed the fees paid by The Client in the twelve (12) months prior to the date on which the claim arose. The Service Provider does not warrant that client’s use of the software will be error-free.

16 Delay by Customer

16.1 In circumstances where the service provider has provided the customer with detailed specification, timetable, content and draft website or other matters for the customers review and the customer has not provided instructions within three months of provision of the last communication from the service provider, and then seeks to resume a project after this time, the customer agrees to pay additional costs, over and above the price quoted for the completed website.

16.2 Additional costs will be a reigniting fee of $375 (inclusive of gst) for a delay of more than three months.

16.3 If the service provider has provided any or all of the items set out in 16.1, and the customer has not gone live within 12 months of the date that the last items were provided then the service provider may terminate the project, and any money paid up to and including the date of termination is not refundable and shall be retained by the service provider in lieu of the work performed.

17. Termination

This agreement may be terminated:

17.1 immediately by the Service Provider if the Client fails to pay any sum due within 30 [thirty] days of the date of submission of an invoice;

17.2 immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 [thirty] days of a written request to remedy it;

17.3 immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction);

17.4 Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.

18. Miscellaneous matters

18.1 The schedules, if any, to this agreement are part of the agreement and have the same force and effect.

18.2 No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or his authorised representative.

18.3 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

18.4 Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

18.5 Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

18.6 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

18.7 The Client agrees that the Service Provider may disclose his information, including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority that makes a written request without further consent or notification to him.

18.8 Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by fax or by e-mail.

It shall be deemed to have been delivered:

if delivered by hand: on the day of delivery;

if sent by post to the correct address: within 72 hours of posting;

If sent by fax to the correct number: within 24 hours;

If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.

18.9 In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

18.10 This agreement does not give any right to any third party, except that any provision in this agreement which excludes or restricts the liability of the Service Provider ’s directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that act.

18.11 Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, including any labour dispute between a party and its employees.

18.12 In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

18.13 The validity, construction and performance of this agreement shall be governed by laws of the State of Victoria, Australia. Any dispute arising in connection with this agreement shall be subject to the exclusive jurisdiction of the State of Victoria and Australian courts.

19. No Refund
 The Customer is not entitled to a refund of any fees paid:

19.1. If Customer terminates this agreement without giving proper notice; or

19.2. If the host terminates this agreement because the customer has failed to comply with the Acceptable Use Policy.

 Hosting

20. Third Party Software Rights

20.1. The Customer undertakes to obtain all necessary licences to operate the Web Site and to indemnify the Host against all costs claims and expenses arising from any failure to do so.

20.2. The Host undertakes to obtain all necessary licences required to provide the Services and to indemnify the Customer against all costs claims and expenses arising from any failure to do so.

21. System and Network Security

21.1. The Customer agrees that it will not, and will not allow any other person to, violate or attempt to violate any aspect of the security of the systems of the Host.

21.2. The Customer understands that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.

21.3. Examples of violations are:

21.3.1 accessing data unlawfully or without consent;

21.3.2 attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

21.3.3 attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing";

21.3.4 forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;

21.3.5 taking any action in order to obtain services to which the Customer is not entitled.

22. The Customer Indemnifies Host
 The Customer agrees to indemnify the Host against all costs claims and expense arising directly or indirectly from:

22.1. The Customer’s failure to comply with the law of any country;

22.2. The posting by the Customer of any content on the Customer’s web site;

22.3. A breach of the intellectual property rights of any person;

22.4. The posting by any third party with or without the Customer’s knowledge of any material on the Customer’s web site;

22.5. Any action taken or omitted by any third party in relation to the Customer’s web site;

22.6. Any use of the Customer’s web site for a purpose forbidden by this agreement;

22.7. Ahe actions of the Customer or any person authorised by him at the premises of the Host.

22.8. Provided that the Host:

22.8.1 gives notice to the Customer of any infringement immediately upon becoming aware of it;

22.8.2 gives the Customer the sole conduct of the defence to any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Customer; and

22.8.3 acts in accordance with the reasonable instructions of the Customer and give to the Customer whatever assistance reasonably requires in respect of the conduct of his defence.

22.9. the Customer shall reimburse the Host his reasonable costs incurred in complying with the above provisions and for the purpose of this paragraph the Customer agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at $60 per hour without further proof.

23. Interruption to the Service
 23.1. If it is necessary for the Host to interrupt the Services and the Host reasonably believes the prospective duration of down-time does not justify telling the Customer in advance, then the host is not obligated to do so.

23.2. If notice of prospective down-time is given by the Host the Host shall with discretion give whatever period of notice believed to be reasonable.

23.3. The Customer acknowledges that the Services may also be interrupted for reasons beyond the control of the Host.

23.4. The Customer agrees that the Host is not liable to him for any loss whether foreseeable or not, arising as a result of planned interruption or unplanned disruption to the Hosting Services.

24. Privacy Policy Exception
 The Customer agrees that the Host may disclose the Customer’s information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to the Customer.

25. Host’s Disclaimer
 13.1. The Host does not represent that the Services are suitable for the Customer’s use.

25.2. The Customer acknowledges that in entering into this agreement the Customer has not relied on any representation or other information not contained in this agreement.

25.3. The Host accepts no responsibility for:

25.3.1 Any firewall provision not specified in the Services;

25.3.2 Any malfunction in any software;

25.3.3 Any aspect whatever of the content or functionality of the Customer’s Web site.

26. Limitation of Liability
 26.1. The following provisions set out the Host’s entire liability (including any liability for the acts and omissions of its employees) to the Customer in respect of:

26.1.1 Any breach of its contractual obligations arising under this agreement; and

26.1.2 Any representation statement or tortious act or omission including negligence arising under or in connection with this agreement. and the Customer’s attention is drawn to these provisions.

26.2. Any act or omission on the part of the Host falling within this paragraph shall be known as an ‘Event of Default’.

26.3.The Host’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Price paid or payable by the Customer for this Contract for one year.

26.4. The Host shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Host had been advised of the possibility of the Customer incurring the same.

26.5. If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.

26.6. The Customer hereby agrees to give the Host not less than 24 hours in which to remedy any Event of Default hereunder.

26.7. Nothing in this paragraph shall confer any right or remedy upon the Customer to which would not otherwise be legally entitled.

26.8. The Host shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

27. No Duty to Monitor
 The Host is under no obligation to monitor or record the activity of any customer for any purpose, nor does the Host assume any responsibility through its AUP or otherwise to monitor or police Internet-related activities.

28. Visitors to Host Site
 28.1. Admittance to the premises of the Host shall be in the sole discretion of the Host and subject to whatever terms the host shall from time to time impose.

28.2. The Host shall not be responsible for the actions of the Customer at the Host’s premises.

29. Force Majeure
 29.1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.

29.2. Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

29.3. If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

30. Successors to the Agreement
 30.1. The benefit and obligations of this agreement shall be binding on any successor in title.

30.2. Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

30.3. The Customer shall not permit any part of the benefit of this agreement to be used by any other person except a person to whom the Web Sites have been sold or transferred.

31. Contract is Divisible
 Each sub paragraph in this agreement is independent and severable from each other paragraph and enforceable accordingly. If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted, it will apply with such deletions as may be necessary to make it valid and enforceable.

32. Notices
 Any notice to be served on either of the parties by the other shall be sent by Australia post or pre paid recorded delivery or by facsimile and shall be deemed to have been received by the addressee within 72 hours of posting.

34. Dispute Resolution
 In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Customer and the Host then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

34. Failure to Meet Payment terms
 1st Digital reserves all rights to cease services in the event of non-payment in accordance with our stipulated payment terms.

35. Intellectual Property Release and Assignment
 Upon full receipt of payment all design, copyright and technology ownership and rights are automatically assigned to the client, without exception or restriction.

36. On-going hosting fees
 On the conclusion of any 24-month pay monthly website plan, hosting will continue on the "business hosting" plan at a fee of $150 +GST per month or the price offered at the time of setup in proposal in writing.

Schedule 1

Schedule of prices and charges:

On Call

Development pricing (Standard Monday – Friday 9am – 5.30pm)	$135 p/h
Development pricing (Emergency / OOH)	$195 p/h
Minimum task fee	$75

Blocks (to be used within 24 months)

Can be used for; Phone / email support Training Consultancy Bug fixed (outside warranty period) Feature requests. Emergency / OOH charged at x 1.5.

10 hours	$1,100 + GST