e-CBD Services Contract — Terms and Conditions

SERVICES CONTRACT ("THE CONTRACT")
TERMS AND CONDITIONS

1. DEFINITIONS & INTERPRETATION

1.1 "We", "Our", "Us" refers to e-CBD Pty Ltd ABN 87331152834 and its subsidiaries, employees, officers, agents and affiliates.

1.2 "Our website" refers to http://www.e-cbd.com

1.3 "You", "Your" or "the Client" refers to you as the operator and/or originator of a website or project to which our services (the "Services") are applied.

1.4 "Your website" refers to any website owned and/or operated by you to which our Services are applied.

1.5 "Services" include any of the following or a combination thereof:

(a) preparation of basic templates for web pages;
(b) revision and organisation of website content;
(c) inclusion and manipulation of formats, images, typefaces, layout, style for web or print and
(d) overall presentation of web pages;
(e) hosting or facilitating the hosting of a website;
(f) arranging applications for domain names and delegation of domain name
(g) recording and reporting on hits, page impressions and unique visitors to a website hosted by us
(h) search engine optimisation and positioning services
(i) graphic design services
(j) copy writing services
(k) image sourcing services
(l) other projects

1.6 The following are the standard terms and conditions ("Terms & Conditions") that apply to our provision of services. The most current version of these Terms & Conditions regarding web services appears on our website at www.e-cbd.com/100497.php. The Terms & Conditions appearing on our website will apply to the Contract at the date of the Contract.

1.7 As the Quotation is based on estimates as to time and costs, you expressly acknowledge that the Quotation is an indication of our time and costs and is subject to change should circumstances change or if you fail to comply with your obligations under these Terms & Conditions.

1.8 Your signing and returning the Quotation to us within the Quotation Period will constitute your acceptance of these Terms & Conditions. For ease of reference, all correspondence between the parties to this contract should include the Quotation Reference Number. You should take the time to read through the Terms & Conditions appearing on our website, which may change from time to time. You shall be provided with at least seven (7) days' notice in writing of any increases to fees charged in our provision of services.

1.9 Any hours quoted are 'business hours' as they apply on the Gold Coast in Queensland, Australia. Any days quoted are business days as they apply on the Gold Coast in Queensland, Australia unless otherwise specified.

2. YOUR OBLIGATIONS
2.1 You must:

(a) ensure that material you submit to us is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;

(b) promptly execute any document, make any arrangement or do anything that is reasonably requested by us in order to facilitate our provision of the services, including but not limited to any necessary authorisation, permission or security passwords concerning access to codes, programs or other information in relation to your website or project held by any other party (eg. a third party internet service provider that hosts your website) and any edits to text or other content to be included on your website (particularly in relation to search engine optimisation and positioning services);

(c) abide by the applicable Codes of Practice (incorporating privacy and advertising codes) issued by the Internet Industry Association (to be found at www.iia.net.au), or other applicable bodies.

2.2 You represent and warrant that you are authorised to make available the material submitted by you for inclusion in any website or project we are to design on your behalf and that you are acting under authority.

2.3 You acknowledge that:

(a) all intellectual property rights including copyright in any service we provide on your behalf will remain with us;

(b) upon payment of the final invoice, we will assign to you an irrevocable, unassignable, world-wide, royalty free licence to copy and adapt your website or project on condition that we will have the right to copy and adapt your website or project for promotional purposes only;

(c) any content provided by you will be a final version and any further time spent by us due to subsequent changes or substitution of content will be charged at the current hourly rate in addition to the Quotation Amount;

(d) we are not under any obligation to monitor or censor the material submitted by you but we reserve the right to do so;

(e) we are not responsible for the content of any website or project we design on your behalf or for any errors or omissions in any data provided by or on behalf of you;

(f) systems or technological failure may impede or prevent provision of web-related services;

(g) if you have not arranged for your website to be hosted, we shall deliver completed websites we have designed by way of an appropriate data storage medium;

(h) you are responsible for the security and integrity of your data; and transmission of data over the Internet can be subject to errors and delays.

3. VARIATION, SUSPENSION OR TERMINATION OF PROVISION OF web services

3.1 The Contract shall commence on the date the Quotation is approved and shall conclude when the finished project is delivered. In the event that we are required to perform services that are not provided for in the agreed Quotation, a Revised Quotation may be issued to accommodate additional requirements agreed between the parties and, once signed by you, the Revised Quotation will replace the Quotation and may provide for a different Completion Date and a different Quotation Amount than those outlined in the initial Quotation.

3.2 Without limiting our other rights, we may immediately suspend or temporarily remove part or all of your website or terminate the Contract if:

(a) you fail to pay any fees or charges due to us by the due date;

(b) you breach any part of the Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;

(c) any material supplied by you is false or misleading;

(d) you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or

(e) you die, or if you are in a partnership and are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

3.3 You acknowledge and agree that termination of the Contract pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Contract and we reserve our right to enforce such obligations and liabilities in any event. In the event that either party prior to the Completion Date terminates the Contract, you shall remain liable to pay any invoice we issue for work completed prior to termination.

4. FEES AND BILLING
4.1 If the Quotation is for any service other than search engine optimisation or positioning services and the Quotation Amount is $500 or less, the entire Quotation Amount is payable within fourteen (14) days of the date of completion.

4.2 Should the Quotation Amount (for any service other than search engine optimisation or positioning services) exceed $500, the Quotation Amount shall be payable within thirty (30) days of completion. We may also request a deposit of a percentage of the Quotation Amount before work is commenced.

4.3 If we do not receive payment by the due date, we may:

(a) immediately suspend or cease provision of scheduled services;

(b) remove any reference or prevent access to websites already completed on your behalf;

(c) charge interest on any overdue amount at an annual rate equal to 2% above the notified rate by our principal bank from time to time as its indicative lending rate on bank overdrafts over $100,000; and

(d) demand that you pay for any costs of collecting the overdue amount, including but not limited to collection of agency fees and legal fees.

4.4 In the event that a Revised Quotation is issued, we reserve the right to include in the Revised Quotation Amount a minimum hourly rate of $110.00, for any additional web services not provided for in the Quotation and/or any management time incurred, including renegotiation and preparation of the Revised Quotation.

4.5 You will pay all taxes, duties and other government charges payable in connection with the Contract whether applying as at the date of the Contract or in the future including without limitation goods and services tax (GST), other value added tax, sales tax, stamp duty and turnover tax, but excluding taxes, duties and government charges based on our income.

5. LIMITATION OF LIABILITY AND INDEMNITY
5.1 To the extent allowable under the Trade Practices Act 1975 (Cth) or any other applicable law, we:

(a) exclude all conditions and warranties implied into the Contract;

(b) exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);

(c) limit our liability for breach of any condition or warranty

(d) exclude to the greater of (at our option):

resupplying the services; or
paying the cost of having the services resupplied; and

(e) limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under the Contract.

5.2 We will not be liable under the Contract to the extent that liability is caused by:

(a) any breach of your obligations under the Contract; or

(b) any delay in performance or breach of the Contract which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our website or any website we design on your behalf.

5.3 You indemnify e-CBD Pty Ltd and its officers, employees and agents ("those indemnified") against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated and submitted by you in connection with the web services.

6. GENERAL
6.1 No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.

6.2 A notice must be sent by e-mail, prepaid post or facsimile to your or our last known address.

6.3 These Terms & Conditions, the agreed (revised) Project Specification and the (revised) Quotation comprise the entire Contract and supersede all prior understandings, agreements or representations between the parties that concern provision of the web services.

6.4 The laws of Queensland govern the Contract. You submit to the non-exclusive jurisdiction of the Queensland Courts.

6.5 If any term of the Contract is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.