(i) These Terms and Conditions of Service (“Conditions”) govern the supply of all services by Ooze Studios ABN 39 609 119 584 (“OOZE”) to the Customer (the “Customer”). (ii) These Conditions prevail over any other terms and conditions that may be expressed or implied to the contrary by the Customer, whether in an order, letter, invoice, in negotiations or otherwise. (iii) No variation of these Conditions shall bind OOZE unless made in writing and signed by a duly authorised officer of OOZE. (iv) The headings of the clauses of the Conditions are intended for convenience only and shall in no way affect the construction thereof. (v) In the event that any provision of these Conditions is held invalid or unenforceable, the remaining provisions will remain in full force and effect. (vi) Notwithstanding anything herein to the contrary, OOZE’s maximum liability under any service provided shall not exceed the aggregate of the monies received by OOZE for that service(s) provided. (vii) Any provision in these Conditions which is invalid or unenforceable in any jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. If that provision cannot be read down then it is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Conditions or affecting the validity or enforceability of that provision in any other jurisdiction. (viii) If any of these Conditions are found to be unenforceable for reasons of invalidity or illegality, the remaining provisions shall not be affected in any way whatsoever. (ix) These Conditions govern the provision of all related services by OOZE, including but not limited to web development, design, web design, marketing, digital marketing, content creation, content management, (collectively, the “Services”).
(i) The Client agrees to provide written acceptance before any work is commenced, or where OOZE permits in writing work can commence with email acceptance. Written acceptance must be in the form of a signed OOZE formatted quote or invoice with relevance to these Conditions.
(ii) The placement of an order for design and/or any other services offered by OOZE and validated by either the Client’s signature on the estimate or quotation form, or Client email or Client verbal acceptance (in the case of work with urgent timelines) constitute acceptance of the estimate or quotation and agreement to fully comply with all the Terms and Conditions.
(iii) If OOZE feels that any item requested by the Client does not fit within the initial brief, the Client may be charged additional fees. The item will either be quoted separately or charged as an extra, at full hourly rates.
(iv) In the event that any material necessary for the production of the project needs to be shipped to a third party (for example, for additional processing, typesetting, photographic work, colour separation, press work, or binding), OOZE will incur no liability for losses incurred in transit or due to the delay of a third party.
(v) OOZE shall not incur a liability or penalty for delays in the completion of the work due to action or negligence of the Client, unusual transportation delays, unforseen illness or external forces beyond the control of OOZE. If such event(s) occur, it shall entitle OOZE to extend the completiondelivery date by the time equivalent to the period of such delay. OOZE may from time to time and without notice or liability to you suspend any of the services if the reason for doing so is an event beyond the reasonable control of OOZE.
(vi) OOZE reserves the right to suspend services in any case where the Client fails to perform its obligations under this agreement.
(vii) All advertising of pricing is subject to change at any time without notice.
(i) Subject to clause 9, the Customer may not cancel or suspend any part of a service without OOZE’s written consent. (ii) If a service is suspended or cancelled, the Customer must reimburse OOZE what OOZE considers to be a fair and reasonable amount to fully compensate OOZE for any costs, charges, expenses, loss of profit and consequential damage that OOZE has or may suffer in relation to such suspension or cancellation. (iii) The Customer acknowledges that in the event that it: – (a) becomes insolvent: or (b) enters into any form of external administration as recognised by the Corporations Law or the Bankruptcy Act 1966; or (c) is named as a debtor to any winding up or bankruptcy petition or commits an act of bankruptcy, OOZE shall, in its absolute discretion, be entitled to cancel or suspend the sale as it thinks fit.
OOZE may at any time alter or suspend credit terms, refuse any delivery or cancel unfilled orders when, in its opinion, the financial condition of the Customer or the status of the Customer’s account requires it.
(i) Unless credit has been approved by OOZE for the Client the payment of any account is required before the completion of the Works. OOZE reserves the right to withhold documents, code, and work resulting from the Works if payment is not received. Marketing Works must be paid for in advance. (ii) In the event that OOZE considers the credit of the Customer is unsatisfactory or the Customer fails to pay any amounts when due, then:- (a) OOZE may: (A) Require payment to be made prior to or at the time of delivery completed Works; (B) Require security for the payment of the price and may without notice withhold continuation of the Services until security is received; and/or (C) Terminate any or all subsisting contracts between OOZE and the Customer without liability to the Customer: (b) the Customer shall, in addition to the amount owing and without prejudice to all or any of OOZE’s other rights and remedies under the Contract, pay:- (A) interest on all amounts outstanding, due and payable to OOZE at the default interest rate of 1.5% per month, calculated on a daily basis from the due date of payment and (B) Mercantile agent fees at 20% of the debt plus legal costs and all other costs, charges and expenses incurred by OOZE in recovering unpaid amounts or otherwise enforcing or attempting to enforce any of its rights under these Conditions, including all legal costs actually incurred by OOZE.
(i) When accepting artwork proofs, the Client is held fully responsible for accepting all content. This includes design, spelling, grammar and quality. It is the Client’s responsibility to request another copy if the proof is difficult to read or if changes are required. The Client’s final accepted proof is what will be printed. There will be no edits of material, online or offline, at OOZE’s expense.
(ii) It is the Client’s responsibility to ensure that any design that is submitted does not violate Australian law. OOZE will assume the artwork or content the Client submits is legally the Client’s property and the Client indemnifies OOZE accordingly.
(iii) Your artwork, photographs, images, websites and data will not be archived or stored unless specifically agreed in writing by OOZE prior to the work commencing. OOZE holds no responsibility for archiving artwork, photographs, images, websites and data and has no obligation to replace or provide any of these items after they have been completed and supplied for their single specific purpose as outlined in the approved estimate agreement.
(i) OOZE takes no responsibility for any errors in the content. It is the responsibility of the Client to ensure all content is correct before delivery or upload to the Server. All images provided by the Client for their website must be copyright approved before delivery or upload. OOZE is not responsible for the copyright of any supplied images. However, OOZE can source a range of (watermarked demo) stock images for the Client. These stock images must be purchased prior to use on the final site and will be in addition to the original quoted price, unless otherwise stated. (ii) Once the web design is complete, OOZE will provide the Client with the opportunity to review the resulting work. OOZE will make one set of minor changes at no extra cost within 30 days of the start of the review period. Minor changes include small text changes and small adjustments to placement of items on the page. It does not include changes to colour schemes, template structures, module additions or any navigation features. Any minor changes can be notified to OOZE by e-mail or confirmed in writing. Upon each alteration, OOZE will supply an updated version of the website design concept to the Client. OOZE will consider that the Client has accepted the original draft, if no notification of changes is received in writing or via email from the Client, within 30 days of the start of the review period. (iii) Once a site has been approved and signed off, all additional corrections and modifications to the site will be charged as extras at full hourly rates. (iv) OOZE will endeavour to ensure that any developed/designed website, eNewsletter, esignature or application will function correctly on the server on which it is initially installed and that it will function correctly when viewed with web browsing software. OOZE cannot guarantee a correct or identical function with all browser software. (v) OOZE requires 30 days written or faxed notice of cancellation of website hosting. If Website hosting has been purchased for a 12 month period or longer there is no refund for the remainder of the 12 month or more contract. (vi) OOZE offers maintenance packages for websites. You will need to refer to the specific inclusions of your package contract as packages vary depending on price and requirements. If a maintenance package is in place, the use of maintenance hours may include some of the following services: content updating, web page design, search engine optimisation, online marketing and research. (vii) OOZE shall make reasonable efforts to provide continuing Client availability to the Server and the Services but shall not be liable for service interruptions or down time of the Server.
(i) The Client is solely responsible for maintaining adequate backups of their website content. (ii) OOZE will endeavour to maintain network stability and satisfactory service levels however: Servers used by OOZE may from time to time perform routine maintenance, services and upgrades. OOZE will undertake to act on such instances at the most convenient times and provide reasonable notice by any means OOZE may deem satisfactory. Servers used by OOZE may experience outages beyond OOZE’s control. At OOZE’s discretion, OOZE may provide notification of outages whether planned or unplanned. (iii) The Client releases OOZE from any claim or potential claim with relation to outages and any loss of business/service suffered by the Client or any third party. (iv) OOZE cannot guarantee the availability of any domain name. Where OOZE is to register a domain name on behalf of a Client it will endeavour to do so, but the Client should not assume a successful registration. (v) Due to the infinite number of considerations that search engines use when determining a site’s ranking, OOZE cannot guarantee any particular placement. Acceptance by a search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also often vary as new sites are added. (vi) OOZE may discontinue services if an amount payable to OOZE is overdue or take down a website permanently in any case where an amount payable is overdue by more than 10 days. In any such event, the Client remains liable for the total cost of the contract including all disbursements. (vii) The Client agrees to allow OOZE to place a small credit on printed material, exhibition displays, advertisements and/or a OOZE credit on the Client’s website. This will be in the form of a small logo or line of text placed towards the bottom of the page. On websites this will link to OOZE’s own website. (viii) The Client also agrees to allow OOZE to showcase the Client’s websites and other designs, along with a link to the Client’s site on OOZE’s own website for promotional purposes. (ix) OOZE offers a range of hosting levels each with different inclusions and different pricing. Hosting prices may reasonably vary without notice.
(i) Nothing in these Conditions shall be read or applied so as to exclude, restrict or modify any condition, guarantee, warranty, right or remedy implied by law (including the Competition and Consumer Act 2010) where to do so would contravene the law or cause any part of these Conditions to be void.
(ii) All conditions, guarantees and warranties as to: (a) the quality, condition, fitness or purpose or correspondence with description or sample of the services; and (b) the services being rendered with due care and skill; which, may otherwise be implied by stature, common law or custom of the trade are expressly excluded, except where such exclusion would contravene the law or cause any part of these Conditions to be void.
(iii) Subject to clause (i), OOZE excludes all liability for any loss or damage suffered by the Customer (whether direct, indirect or consequential) in connection with any defect or deficiency of whatsoever nature in the goods, or the manufacture, supply, acquisition, use or consumption of the goods, or any negligent act or omission of OOZE, its officers, employees, contractors or agents.
(iv) Where OOZE is liable for a breach of a condition or warranty implied by the Competition and Consumer Act 2010, OOZE’s liability is limited to the replacement of the goods or the supply of equivalent goods.
(v) OOZE will have no liability to the Customer in relation to any loss, damage or expense caused by OOZE’s failure to complete the order or to deliver the goods as a result of, in part or all, by reason of Acts of God, or the consequences thereof including, but not limited to fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of OOZE’s normal suppliers to supply goods or any other matter beyond OOZE’s control.
Any mistake on any quotation, order, invoice, deliver docket or other document issued by OOZE in relation to the contract issued by OOZE in relation to the contract shall not be binding on OOZE and OOZE may in its discretion issue such amended document as is required to rectify such mistake. The Customer shall comply with OOZE’s amended document.
These Conditions are governed by the laws of the State of Victoria. Both the Customer and OOZE consent to any proceedings in relation to these Conditions being instituted and heard by any appropriate Court sitting in the State of Victoria and submit to the non-exclusive jurisdiction of the Courts of that State and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Conditions.
These Conditions constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and www.oozestudios.com.au. Any waiver of any provision of the Conditions will be effective only if in writing and signed by a Director of OOZE.
(i) OOZE is the owner of all intellectual property including copyright in all artistic and literary works (including but not limited to logos, images, designs, photographs and website code – the “Works”) created by OOZE or its agents.
(ii) The Works have been created for the Client for a specific purpose. OOZE licences the Client to use the Works for the Client’s specific purpose only. The Works may not be used for any other purpose unless authorisation is given in writing from OOZE. OOZE does not authorise the perpetual use of the Works, nor any reproduction, selling or hire of the Works or any items or materials used in the Works supplied by third parties.
(iii) OOZE retains the right to use the Works in any of its own marketing collateral.
(iv) Logos developed and produced will remain the intellectual property of OOZE until the logo is finalised and full payment for its creation has been received. On receipt of payment in full for the logo design, full intellectual property rights will be assigned to the Client. OOZE reserves the right to use the logo in any of its marketing material and items.
(i) It is the responsibility of the Client and/or owner to investigate the availability or possibility of registering the work as a trademark and also to undertake the process of registration.
(i) Throughout the duration of any project and for a period of 24 months thereafter, the Client shall not solicit or endeavour to entice away an employee, agent or any sub-contractors, employees or agents of OOZE with an offer of employment unless OOZE has expressed permission in writing for that offer to take place.
You must not misuse this Website. You will not: commit or encourage a criminal offense; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offense and OOZE will report any such breach to the relevant law enforcement authorities and disclose your identity to them. OOZE will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice. Disclaimer as to ownership of trade marks, images of personalities and third party copyright. Except where expressly stated to the contrary all persons (including their names and images), third party trade marks and content, services and/or locations featured on this Website are in no way associated, linked or affiliated with OOZE and you should not rely on the existence of such a connection or affiliation. Any trade marks/names featured on this Website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to OOZE.
You agree to indemnify, defend and hold harmless OOZE, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of these Conditions.
The Website shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
If any part of the Conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Conditions will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments. Please us the Website contact page to raise any issues.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.