TERMs &
CONDITIONS

INTELLECTUAL PROPERTY RIGHTS

1. In relation to any data, content, information or material provided by you (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.
2. Oddball Marketing Pty Ltd (“Oddball”) reserve the right to re-use technical components developed during the project and will retain intellectual property rights on each development. The client will hold copyright on the content of all work pending payment of final invoice. Oddball may use selected open source software to develop frameworks and extension, the software and/or core code used is protected under the license terms of use outlined for the selected software and/or core code.
3. If we use stock imagery on your website, you do not own these images, ownership is retained by the image rights owner. Such images can therefore not be used or re-used for any other purpose and can only be used as they were placed onto your website by us. Any editing of the dimensions in which they appear may contravene their usage rights. Do not copy the images and use them in other promotional materials. If you are looking to own the images on your website or use them for another purpose then please contact us and we will endeavour to put you in contact with the image rights owner. This of course, does not apply to images that you own and provide to us for use on your website.

APPROVAL OF WORK

1. On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, work cannot subsequently be rejected & the contract will be deemed to have been completed.

SEARCH ENGINES

1. We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.

CROSS BROWSER COMPATIBILITY

1. By using current versions of well supported content management systems such as “Wordpress”, we endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.

CANCELLATIONS

1. Should the client wish to cancel their acceptance of the quote then Oddball will invoice the client for any work completed to date. The minimum cancellation fee will be twenty five percent (25%) of the signed quote.
2. The client must advise Oddball by telephone and in writing of the request not to proceed with work.
3. Either party may terminate this agreement by providing 30 days advance written notice, which notice shall not be provided until at least 30 days subsequent to the execution date of this agreement

SITE APPROVAL

1. When the site is approved by you, that is generally the time when the project is complete and the final invoice is issued. Any changes after this point will be quoted separately and not included in the project (other than bug-fixes as part of the warranty). In some cases we may hand the site over to you before we go live. In these cases this is deemed to be the end of the project and we will issue the final invoice before we do the handover.

MONTHLY FEE BILLING PROCEDURE

1. You will be billed once a month when using our service. We bill on the first of the month for that month’s subscription fee. You will be billed retrospectively for any additional services that you use during a given month.
2. You can opt to pay 12 months in advance on receipt of a Tax Invoice. Please contact our accounts team for further information.
3. Your monthly fee is as per your website proposal until you are notified of any price increase. We will give at least one month’s notice of any price increase via email.

WEBSITE CONTENT

1. Websites from Oddball can not be used to disseminate, communicate, store or transmit:
   1.1. content sexually-explicit in nature;
   1.2. information that contains virus’, worms or malicious elements;
   1.3. data that infringes on any intellectual property, publicity rights or privacy rights;
   1.4. is defamatory, harassing or threatening;
   1.5. relates to illegal business operations or schemes;
   1.6. contains deliberately misleading, incomplete or deceptive content; or
   1.7. is deemed inappropriate by Oddball

SEVERABILITY

1. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable and the remaining portions of this Agreement will remain in full force.

DISPUTE RESOLUTION

1. The parties will, in good faith, attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by negotiation. Either party may initiate negotiations by providing written notice in letter-form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within five days with a statement of its position on, and recommended solution to, the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within ten days of the date of the initial notice in order to exchange relevant information and perspectives, and attempt to resolve the dispute. If the dispute is not resolved by these negotiations, the matter shall be submitted to mediation in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Mediation and Conciliation Rules.

FORCE MAJEURE

1. If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within ten (10) days of giving such notice and the party not prevented from complying pursuant to this Section may terminate this Agreement, without liability, upon expiration of such ten (10) day period.

CONFIDENTIAL INFORMATION

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

1.1. All information relating to Client that a reasonable person would believe to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Vendor and will not be disclosed or used by Vendor except to the extent that such disclosure or use is reasonably necessary to the performance of the Deliverables; provided that such party receiving the information are bound by confidentiality obligations no less restrictive than those contained herein.
1.2. All information relating to Vendor that a reasonable person would believe to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement; provided that such party receiving the information are bound by confidentiality obligations no less restrictive than those contained herein.
1.3. These obligations of confidentiality will extend for a period of one (1) year after the termination of this Agreement, but will not apply with respect to information that (a) the receiving party can demonstrate is independently developed by the parties without reference to the other party’s confidential information, (b) lawfully becomes a part of the public domain, or (c) the receiving party can demonstrate was information of which the parties gained knowledge or possession free of any confidentiality obligation.

WARRANTY AND DISCLAIMER

1. Vendor represents, warrants and covenants that (a) the Deliverables will be provided in a workmanlike manner and in conformity with generally prevailing industry standards, and (b) and will conform with the specifications set forth in the Website Proposal.
2. Vendor further represents and warrants that: (a) it shall take commercially reasonable steps to ensure the Deliverables are free from viruses, disabling programming codes, instruction or other such items that may interfere with or adversely affect the Deliverables or the web site,
3. THE WARRANTIES CONTAINED IN THIS PROPOSAL, IF ANY, ARE EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

LIMITATION OF LIABILITY

1. In no event will either party be liable for any loss of profit or revenue by the other party, or for any other consequential, incidental, indirect or economic damages incurred or suffered by the other party arising as a result of or related to this Agreement, whether in contract, tort or otherwise, even if such party has advised of the possibility of such loss or damages. The parties further agree that the total liability of either party for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of such party, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Vendor for the Deliverables.

CUSTOMER RESPONSIBILITIES

1. You shall be responsible for the accuracy and completeness of the Materials used on your site.

   Oddball Marketing Pty Ltd (“Oddball”) shall not be liable for any delays resulting from your failure to fulfil any of your obligations. Oddball reserves the right to invoice you for any additional expenses incurred by Oddball as a result of such delays.

   You acknowledge that the ability of Oddball to provide the Services is dependent upon your full and timely co-operation (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.

   You shall provide Oddball with access to, and use of, all information, data and documentation reasonably required by Oddball for its performance of its obligations.

INDEMNIFICATION

1. Client will indemnify and hold Vendor harmless from and against any claims by third parties, including all costs, expenses and attorneys’ fees incurred (“Damages”), arising out of or in conjunction with (i) Client’s performance under or breach of any obligation or agreement of this Agreement, and (ii) any actual or threatened claim that the content provided by Client to Vendor infringe any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret made against Vendor by any third party.

BRANDING

1. Oddball reserve the right to include at it’s discretion, a discreet signature on your website that refers back to Oddball’s website. This is to be only one link and should not contravene Googles search terms and conditions.

PROJECT RESTART

1. Your project may be put on hold at any time if agreed with Oddball or Oddball may choose at its discretion to hold the project if you become unresponsive for a period of no less than 14 days. At which time, payment of all services to date become due.
2. On restarting a project a fee of 5% of the project budget will be added to the next project invoice.