Terms and Conditions

All services provided by KeyDesignz Pty Ltd (ACN 138 537 130) of 29 Endsleigh St, Macgregor, Qld, 4109, are subject to the following terms and conditions. Please read them carefully as they, together with your purchase order and quotation or proposal, form the agreement between you and KeyDesignz Pty Ltd. These terms and conditions may change from time to time, and the most up-to-date version can be found online at www.keydesignz.com/terms_conditions

1. PROVISION OF SERVICES
   1. 1. Quotations and proposals provided by KeyDesignz Pty Ltd are valid for fourteen (14) days from date of issue only. Older quotations and proposals are subject to review and change.
      2. A purchase order will be issued when the quotation or proposal is accepted in accordance with these terms and conditions.
   2. Services will be provided as itemised in the quote and/or proposal. Any changes, including changes to agreed content, artwork, scheduling or any other terms must be agreed in writing only. This may take the form of letter, fax or email correspondence.
   3. Quotations and proposals remain the property of KeyDesignz Pty Ltd at all times and it is a condition of their provision that their contents, including any costings, concepts, strategies, solutions or recommendations, may not be disclosed to third parties at any time prior to KeyDesignz Pty Ltd receiving written acceptance of the quotation or proposal accompanied by a deposit.
   4. KeyDesignz Pty Ltd will use any resources it deems fit in order to fulfil a quotation or proposal. This includes, but is not limited to, discretion as to choice of software, materials, and contractors and sub-contractors.
2. PAYMENT TERMS
1. Quotations and proposals must be accepted in writing by letter, fax or email, or by signing the quotation or proposal. Acceptance of the quotation or proposal must be accompanied by a 50% deposit unless otherwise agreed.
2. Payments, including deposits, can be made via bank cheque, company cheque, postal order, or direct bank transfer.
3. Design work will not commence until the deposit has been received and cleared.
4. Final payment is due and payable upon delivery of the completed design or artwork and/or related printwork, web sites, e-Commerce solutions or any electronic files. Web sites will not be published on the Internet until final payment is received.
5. Credit terms will not apply unless agreed to in writing prior.
6. Amounts payable under credit terms or any other circumstances including circumstances covered by clause (h) of this section become overdue, a late payment penalty will be payable at 2.5% per month.
7. Where progress payments are stipulated in a quotation or proposal, they will fall due and payable as specified in the quotation or proposal. Overdue progress payments may result in suspension of design works in progress until such time as all amounts in arrears including interest are paid in full.
8. All fees and charges incurred by KeyDesignz Pty Ltd will become due and payable where services are discontinued or suspended as a result of your failure to comply with these terms and conditions (see Part 3 of these terms and conditions).
9. All fees and charges are payable in full and without any offsets or deductions unless otherwise agreed to in writing.
10. GST is payable on all services provided by KeyDesignz Pty Ltd. If you are GST exempt, you must be provide KeyDesignz with a notice of exemption from the ATO.
11. 1. KeyDesignz reserves the right to recover all costs associated with recovering unpaid invoices, including legal and administrative costs.
    2. KeyDesignz reserves the right to recover intellectual property in cases where there is non-payment by any means it sees fit.
3. CANCELLATION AND TERMINATION
   1. Cancellation of an agreed quotation or proposal by you must be communicated to KeyDesignz both by telephone and in writing (letter, fax or email).
   2. Once design work has commenced, the deposit is not refundable. Where the project is cancelled at your request, any costs accrued by KeyDesignz Pty Ltd over and above the deposit will be invoiced to you and will be due and payable immediately.
   3. Where design work has been signed and agreed to and the project is cancelled at your request and where the design work has not yet commenced, KeyDesignz Pty Ltd is required to be paid on a quantum meriut loss.
   4. 1. Works in progress can be postponed at your request in writing. All outstanding costs to date will be invoiced to you and be payable immediately.
      2. Where you postpone a project in accordance with clause (d)(i) of this section, work will be restarted and completed at your instruction in accordance with the specifications of the original quotation.
      3. Notwithstanding clause (d)(ii) of this section, work resumed after postponement will be subject to cost revision. Work will not restart until revised costing (if any) has been agreed to in writing.
   5. KeyDesignz Pty Ltd reserves the right to terminate services where (i) there are outstanding invoices, or (ii) there is a material breach of these terms and conditions.
   6. KeyDesignz Pty Ltd will be entitled to cancel any agreement with you where you become insolvent, enter into voluntary arrangements with creditors, enter receivership or cease trading for any reason. This will be done without prejudice to any other rights or remedies available to KeyDesignz Pty Ltd. Amounts owing will be invoiced and immediately due and payable.
4. SERVICE TERMS
   1. General Conditions
      1. You agree to supply all necessary documentation, images, artwork or any other necessary material for KeyDesignz Pty Ltd to complete agreed work, within one working week of acceptance of the quotation or proposal unless otherwise agreed in writing. KeyDesignz Pty Ltd will not be responsible for delays to agreed scheduling and/or failure to meet deadlines where you fail to adhere to this condition. Costs incurred by KeyDesignz Pty Ltd arising out of delays caused by breach of this condition will be charged to you.
      2. You must ensure all artwork and any other material KeyDesignz Pty Ltd is asked to use meets all relevant Australian legal requirements, including but not limited to - compliance with intellectual property rights legislation and/or statutory or common law personal rights or proprietary rights.
      3. 1. Compliance with intellectual property rights legislation means you will obtain all necessary permissions, licenses or any other authorisation to use copy, artwork, graphics, registered names, trademarks, patents, logos or any other material you provide to KeyDesignz Pty Ltd so that their use by KeyDesignz Pty Ltd does not constitute an unauthorised dealing within the meaning of the Copyright Act 1968 (as amended).
         2. Compliance with clause (c)(i) of this section will be implied by your supply of any material mentioned in clause (c)(i) to KeyDesignz Pty Ltd. It will be construed in the form of a guarantee to KeyDesignz Pty Ltd that material complies with clause(c)(i) of this section.
         3. KeyDesignz Pty Ltd will be indemnified against any claims and/or costs arising from your failure to comply with any part of clause (c) of this section.
   2. Other graphic design conditions
      1. Unless otherwise agreed, any required liaison with a printer other than one nominated by KeyDesignz Pty Ltd will be charged at a per hour rate of $60 ex GST.
      2. The fee for all graphic design work includes two rounds of changes to the concepts or their execution at your discretion, unless otherwise noted. Any further changes will be invoiced at an hourly rate of $60 ex GST. This excludes errors made by KeyDesignz Pty Ltd, which will be corrected free of charge up to and including the final proof stage (see Section 6A herein).
      3. 1. KeyDesignz Pty Ltd will always supply a final proof to you for review and approval prior to delivery, printing or publication. You must examine the final proof carefully for errors. When you are satisfied with the final proof, you must sign in the area marked “APPROVED” (if hardcopy), or convey explicit approval of electronically supplied proofs in writing (email, fax or mail). Any errors or exceptions must be noted in writing and returned with the proof to KeyDesignz Pty Ltd for correction in accordance with these terms and conditions.
         2. Alterations to previously approved work will be invoiced at $60 ex GST per hour.
   3. Other web design conditions
      1. Online Solutions quotations and proposals are for design and upload to a host server only unless otherwise agreed in writing. On-site software and hardware installation or setup, web site maintenance and any other ongoing support services are subject to separate quotations and proposals unless otherwise agreed.
      2. Online Solutions maintenance or updates (including additions and deletions) will be performed in accordance with a separate purchase order for such services.
      3. KeyDesignz Pty Ltd will not be held responsible for any alterations whatsoever to web sites or business solutions products performed by you or any other third party.
      4. 1. KeyDesignz Pty Ltd reserves the right to exclude offensive or illegal material you ask to be included on your web site.
         2. Notwithstanding clause (d)(i) of this section, KeyDesignz Pty Ltd will be indemnified by you against any claims and/or costs arising from material incorporated at your request.
      5. All care will be taken to provide reliable goods to you, but KeyDesignz Pty Ltd accepts no responsibility or liability for any losses arising out of the operation of the web site or any applications, either by the client or by customers of the client. This includes loss of data, profits, interruption to service, and any damage or consequential loss.
      6. 1. You will be given an opportunity to fully test and review web sites prior to them being uploaded and published on the Internet or implemented in accordance with your purchase order. All errors, including any failures to meet specification, must be brought to our attention for correction at this stage. Once the test version is approved, any further changes will be charged at cost.
         2. Approval of a web site must be provided to KeyDesignz Pty Ltd in writing, stating that you have thoroughly reviewed the web site and found it to be free from error and completed to specification, and that, as such, you approve it for final implementation.
   4. Other Video/DVD/CD-ROM conditions
      1. You agree that you shall not copy, downgrade, resample, re-sell, rent, lease or otherwise deal with the video tapes/DVD's/CD-ROMs without the express written consent of KeyDesignz Pty Ltd.
      2. The video tapes/DVD's/CD-ROMs are being provided to you so that you might use them solely for purposes which are not defamatory, unlawful or for purposes which would bring KeyDesignz Pty Ltd into disrepute or would defame or infringe the copyright or any other rights of any third party.
      3. All intellectual property rights in the video tapes/DVD's/CD-ROMs rest with KeyDesignz Pty Ltd. Except with the prior written permission of KeyDesignz Pty Ltd, you may not reproduce, adapt, alter, modify, edit or otherwise affect the integrity of the work contained in the video tapes/DVD's/CD-ROMs in any form or by any means. The videotapes/DVD's/CD-ROMs shall also not be stored on any other retrieval system of any nature without the prior written consent of KeyDesignz Pty Ltd.
      4. In the event that you wish to place a film clip or image taken from video tapes/DVD's/CD-ROMs of the material created or purchased onto the internet, you shall first obtain KeyDesignz Pty Ltd's express approval and provide KeyDesignz Pty Ltd with the uniform resource locator (URL) of the particular web-site on which the video/filmclip/image(s) are to be placed.You will also take appropriate measures, technical or otherwise, to ensure that any third parties are barred from the unauthorised reproduction/alteration/modification or adaptation of the image(s).
      5. In connection with the video tapes/DVD's/CD-ROMs,to the maximum extent permitted by law, KeyDesignz Pty Ltd disclaims all warranties,either express or implied, including but not limited to implied warranties as to merchantability, satisfactory quality and/or fitness for any particular purpose whether or not KeyDesignz Pty Ltd has been specifically advised of the purpose. 
      6. KeyDesignz Pty Ltd shall not be liable for any damages whatsoever, direct or consequential, including but not limited to damages for loss of profits or opportunity, business interruption,loss of business information or any other monetary loss arising out of the use of or the inability to use the video tapes/DVD's/CD-ROMs.
      7. In the event that you use the video tapes/DVD's/CD-ROMs in any manner which breaches clause (f) above,whether for your own benefit or otherwise, you agree to keep KeyDesignz Pty Ltd fully indemnified against all losses and all actions claims proceedings costs and damage sand all legal costs or other expenses arising out of any such use or out of any claim by a third party based on your non-authorised use of the video tapes/DVD's/CD-ROMs.
      8. You have read these terms and agree that any use of the video tapes/DVD's/CD-ROMs by yourself constitutes an agreement to be bound by these terms and as well as the general terms and conditions of KeyDesignz Pty Ltd governing the use of this technology.
5. INTELLECTUAL PROPERTY
   1. Working files and concept/design development files remain the property of KeyDesignz Pty Ltd at all times unless otherwise agreed in the quotation or proposal or in writing.
   2. Ownership and intellectual property rights in any works created by KeyDesignz Pty Ltd remains with KeyDesignz Pty Ltd until payment has been received and cleared. When payment has been received and cleared, ownership and intellectual property rights in the delivered work becomes yours. Works for the purpose of this clause refers to any literary, artistic or dramatic work as defined in the Copyright Act 1968 (as amended).
   3. Notwithstanding clause (b) of this section, moral rights to works remain with KeyDesignz Pty Ltd at all times. KeyDesignz Pty Ltd retains the right to use, publish, reproduce, display, distribute or create derivative works from any artwork, copy, concepts, solutions or digital works including web sites and eCommerce solutions to promote or publicise KeyDesignz Pty Ltd and/or foster recognition of KeyDesignz Pty Ltd as the author of the material.
6. GENERAL TERMS, INDEMNITY AND LIMITATION OF LIABILITY
   1. Errors
      1. KeyDesignz Pty Ltd will exercise all care to ensure design work is free from error.
      2. KeyDesignz Pty Ltd will correct any and all errors made by KeyDesignz Pty Ltd up to and including the proofing and/or testing stages of a design project free of charge. Once the final proof or version is signed off by you, the cost of correcting any errors will be charged to you at the applicable hourly rate of $60 ex GST.
      3. KeyDesignz Pty Ltd will not be held responsible for any errors contained in artwork, copy or any other materials supplied by you. KeyDesignz Pty Ltd does not proof any material in the absence of agreement in writing to the contrary. You must ensure supplied material is correct and up-to-date.
   2. Indemnities and limitation of liability
      1. KeyDesignz Pty Ltd makes no warranties or representations about the fitness or suitability of a proposed design solution. It is your responsibility to ensure that any service proposed to be provided by KeyDesignz Pty Ltd meets your requirements.
      2. Any express or implied statutory or otherwise terms, conditions, warranties, representations not included in these terms and conditions, including those of the client’s, are excluded.
      3. KeyDesignz Pty Ltd and its employees, contractors and agents will not be liable for any losses, losses to profit or damage to goodwill, nor any direct, indirect, incidental, special, consequential or punitive damages incurred directly or indirectly out of services provided by KeyDesignz Pty Ltd.
      4. Where any part of these terms and conditions is excluded, modified or voided under any legislation, the legislative provision will be deemed incorporated in these terms and conditions. Where more than one term, condition, warranty or remedy is available to you, KeyDesignz Pty Ltd reserves the right to select the means by which any breach of such legislative provisions will be remedied, including, specifically, supplying the agreed service again where permitted.
      5. Notwithstanding clause (B)(d) of this section, no terms excluded, modified or voided by legislation voids these terms and conditions in their entirety. Terms and conditions not affected by legislation remain in full force and effect.
      6. All property supplied to KeyDesignz Pty Ltd to carry out design work is at your own risk. If your material is valuable or irreplaceable, you should ensure materials are insured or, in the case of electronic material, securely backed up. All property will be returned to you at the completion of the project.