1.       Provision of Services

1.1       DesignLanguage will provide you with the services set out in your confirmed Purchase Order. Only those services mentioned will be provided by DesignLanguage and any amendments, add-ons or schedule changes must be agreed to in writing and after appropriate payment. This and the following clauses are the General terms and conditions on which those services are supplied and together with the Purchase Order and Fee Schedule form the total agreement between us.

         

2.       Costs and Payments

2.1a     You must pay all charges as set out in the Purchase Order/Invoice. As prices quoted on DesignLanguage material may change at any time without notice, please check the price on your Purchase Order before confirmation. Cost estimates are only valid for a period of 21 days.

2.1b    Once a Purchase Order/Invoice has been raised, you must pay a minimum of 40% as a deposit within 5 business days. This deposit will cover any outlay on our behalf. You must also pay the total cost for any outside contractors, studio, location & equipment fees, transportation or cost which are out of our control.

2.2      You will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on your part to comply with these terms and conditions

2.3     You will be invoiced as agreed in your purchase order. All accounts are payable before delivery of final artwork or uploading of final files to live sites.

2.4     You are liable to pay overdue interest at 5% per week on any amounts not paid within 5 business days of invoice. All intellectual property rights remain with DesignLanguage until full payment.

2.5     You must pay DesignLanguage's charges without any set off, counter claim or deduction unless same is agreed in writing between us.

2.6    DesignLanguage reserves the right to prioritise early paying clients and to charge urgency fees for turnaround within 3 working days. (VIP status)

2.7     Agreed Costing is conditional on you supplying data required for a Website Stage or completion deadline agreed within 10 working days of confirmation of Order. DesignLanguage reserves the right to revise costings if that condition is not met in line with charges applying at the relevant time.

2.8     No final artwork or files will be delivered until final invoices are paid in full. Payment by cheque will entail waiting for clearance before supply of files. Delivery being :Supply of final artwork digital files to printer, on disk, via email or uploaded to nominated ISP. Construction files remain the property of DesignLanguage unless arranged otherwise.

2.9     Printer or ISP Liaison is charged at our current rate per hour.

         

3.       Limitation of Liability

3.1    All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by DesignLanguage not contained in the Agreement are excluded and DesignLanguage WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the service.

3.2    Where any applicable legislation implies any term, condition or warranty into the Agreement or in respect of DesignLanguage's relationship with you, or otherwise gives you a particular remedy against DesignLanguage and the legislation or any other legislation renders void or prohibits provisions excluding or modifying the application of, exercise of, or liability under such implied term, condition, warranty or remedy will be deemed to be included in the Agreement or as the case may require apply to the relationship between DesignLanguage and you. However, DesignLanguage's liability for any such breach of such implied term, condition or warranty or under such remedy, will be limited, at DesignLanguage's option, in any one or more of the ways permitted in that legislation, including, where so permitted if the breach relates to Services the supplying of those services again or the payment of the cost of having those Services supplied again.

3.3    You acknowledge that web sites cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of consideration in the site shall not constitute a reason to terminate this agreement.

         

4.       Suspension of Services

4.1    DesignLanguage reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed.

4.11  You may (in writing) ask us to suspend your service for a period of no more than 28 days, your request must include a holding deposit of no les than $200, which will be refunded to you (less any administrative fees) on completion of your suspension.

4.2    DesignLanguage may from time to time and without notice or liability to you suspend any of the services if the reason for doing same is an event beyond the reasonable control of DesignLanguage.

         

5.       Termination

5.1    DesignLanguage may discontinue services if an amount payable to DesignLanguage is overdue or take down a website permanently in any case where an amount payable is overdue by more than 5 business days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties.

         

6.       Contents of Web Pages and Undertakings

6.1    You will be solely responsible for the content of your Web Page/undertakings. DesignLanguage is not responsible for proofreading any content unless specifically agreed.

6.2    DesignLanguage makes no representations to you concerning the content or functionality of your Web Site. This is your responsibility to ensure that it meets your requirements unless specifically agreed.

6.3    If you provide DesignLanguage with goods, material, photographs, film, data or information to be used in any form, you hereby warrant that these do not infringe the rights of third parties and indemnify DesignLanguage against any action taken against DesignLanguage by any such third party.

6.4    Without limiting the generality of the foregoing, you agree not to infringe the copyright trademark, privacy or personal or proprietary rights of third parties, supply libellous, abusive, obscene material or disparage the products or services of any third party.

6.5    DesignLanguage for its part hereby undertakes not to knowingly infringe the rights of third parties in activities conducted on your behalf.

6.6    You are solely responsible for dealing with persons who access your data or webpage and warrant that you will not refer complaints or inquiries in relation to such data to us.

         

7.       Technical Support, Changes and Maintenance

7.1    Technical assistance via telephone or email will be offered. Extensive queries taking more than 15 minutes to deal with or site maintenance will be charged at standard rates. See particulars of hourly rates in our Fee Schedule.

         

8.       Web Hosting

8.1    If you choose to organise your web hosting arrangements yourself, final exported sites will be uploaded to your preferred host company or supplied on disk to you at the cost set out in the Fee Schedule. Construction files of the site can be supplied on request at the Fees set out in the Fee Schedule.

8.2    Please note that DesignLanguage accepts no responsibility for delays or down time, breakdowns or data loss caused by Internet Service Providers (ISPs)

         

9.       Dispute Resolution

9.1 The parties agree that if any dispute should arise under this agreement, attempts in good faith by both parties will be made to resolve the matter fairly before resorting to court procedures. In doing so, each party agrees to use its best endeavours to:

  1. Clearly communicate in writing the background facts leading to or causing the dispute

  2. Set out clearly what action is required to settle the dispute

  3. Select a way of resolving the dispute and explain why that way of resolving the dispute can be said to be a fair resolution

  4. Discuss specific means of avoiding such disputes in the future

9.2 Attempts to resolve the dispute must follow the following procedure:

a)       The person complaining shall set out in writing the background, the issues and the outcome desired.
b)      The person to whom the complaint is addressed will reply in writing within 10 business days to each issue in dispute setting out its perspective on the issue and the outcome desired.
c)       If the dispute is not resolved in accordance with this exchange of written issues and outcomes, then the complainant will raise the matter with a neutral professional adviser or Alternative Dispute Resolution (ADR) provider listed in a relevant publication of the Department of Workplace Relations and Small Business or similar government department within 10 business days.
d)      If the dispute is not resolved in accordance with such reference, the matter shall be referred to a single agreed arbitrator within 10 business days; whose decision shall be final.
e)       In the case of disagreement on the appointment of a single arbitrator, then the parties shall be entitled to nominate one independent arbitrator with 7 days of disagreement and a coin will be tossed by an independent person to decide which will act as arbitrator of the dispute.
f)        Action taken to settle the dispute at each stage must be undertaken promptly and the parties shall equally share the costs associated with the this dispute settlement procedure.

         

10.    Intellectual Property

10.1       All creation files remain the property of DesignLanguage.

10.2       DesignLanguage retains the Copyright in and the right to use all artwork created in advancing the profile of DesignLanguage and to be recognized for artwork created by DesignLanguage.

10.3       DesignLanguage shall be free to reproduce, use, disclose display exhibit, transmit, perform, create derivative works, and distribute any item from your Web Page unless specifically agreed otherwise. Further, DesignLanguage shall be free to use any ideas concepts know-how or techniques acquired in construction of sites for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and other items incorporating such information unless specifically agreed otherwise.

10.4       You give DesignLanguage free right to add it's name, the DesignLanguage Logo or any mark to your website to signify that the website has been created or maintained by DesignLanguage and expressly agree that these marks will not be removed, altered, moved or hidden.

10.5       DesignLanguage observes Privacy Laws and Guidelines relating to personal data.

 

11. Community Groups & DesignLanguage Community Websites

11.1       During the period of a full calendar year (01/Jan/XXXX to 31/Dec/XXXX) DesignLanguage will commit to produce three (3) Community Websites.

11.2       DesignLanguage accepts applications for its community Websites Program on a rolling basis, when an application is submitted, it will be classes as valid untill the end of that calendar year (submitted before December 31 of each year).

11.3       All applications are judged on their individual merits and no application will be given precedence based on monetary/gift/favour exchange.

11.4       DesignLanguage may ask for current financial statements to exercise the selection of applicants. If an applicant is deemed to have a excess monetary turnover or bank/property holding, then DesignLanguage may a) decline an application. b) ask applicant to contribute an amount (of no more than $2500) to a community group of our choosing. C) provide applicant with a quote for a standard business class website.

11.5       Community Websites include: Consultation, Design and Construction of a Designlanguage 'Business Class' website, all graphic design work involved, setup and installation of website and one year's worth of maintenance. Community Websites do not include hosting of any kind , email accounts or access, any bandwidth, IP services, or other services provided by DesignLanguage unless otherwise specified within

11.6       DesignLanguage will enter into a standard agreement with the application winner(s), this agreement will be valid for a time specified by DesignLanguage.

11.7       A community group, Non-profit group/organisation, charity or co-operative is defined by Australian law and can be found here.

11.7a     DesignLanguage Community Websites are ONLY for AUSTRALIAN registered NOT FOR PROFIT Organisations who provide an official NFP number, NO applications will be accepted without this number

11.8       DesignLanguage may monitor the upkeep of each website and may suspend or cancel a community website if:

  • The website is not updated on a (at least) monthly basis.

  • The website is found to contain offensive, inflammatory material or in any way condones or advocates discriminatory, illegal, immoral or aggressive attitudes or behaviour.

  • The website is found to involve harm to any person, animals or the environment.

  • We find that the website is is in breach of any further conditions we impose or contravenes federal, state or local laws.

11.9       DesignLanguage may, from time to time adjust these conditions, add or subtract conditions from an individual participant(s) website and/or application/contract. DesignLanguage will not enter into discussions regarding any changes to conditions other than to notify participant(s).

 

12.    General

12.1       If any of these terms and conditions (or part of them) are void or unenforceable, it is taken to be removed and no longer forms part of the Agreement between us. The remaining terms and conditions remain in full force and effect.

12.2       Written communications between us may take the form of letters, formal documents, faxes or emails.

12.3       DesignLanguage may require a personal guarantee from the Director of a company and/or collateral in cases where files/artwork is required before payment.

         

13.    Description

These Terms and Conditions of Use ("Terms and Conditions") apply to Allain Edwards Equities ABN: 93929738342  ("AEE") and to each related body corporate of AEE. For the purposes of these Terms and Conditions, a related body corporate of AEE includes, but is not limited to:

    DesignLanguage ("DL") & Hallaow!experience ("Hallaow") & CitiMedia Visual Technologies ("CitiMedia") & The Voice Machine ("TCM")& AudioPlus ("Audio+" & "AudioPlus") & RadioPlus ("Radio+" & "RadioPlus")

(each a "Related Company").

The terms "we", "us" or "our" means Allain Edwards Equities or a Related Company (where applicable).

The term "related body corporate" has the same meaning as given in the Corporations Act 2001 (Cth).

Our product website is operated on our behalf by Allain Edwards Equities ABN: 93929738342 at the domain www.DesignLanguage.net.au  ("Product Website").

By accessing and using our Website, you agree to accept and be bound by these Terms and Conditions.

 

  

 
 

 

 

 

 

 

Copyright ©1999-2009 DesignLanguage/hallaow!experiences
This website and all materials within including (but not limited to) web pages, images, audio and textual comment are subject to
copyright and are protected by the laws of Australia and other countries through international treaties.
 

DesignLanguage, DesignLanguage.net.au, Hallaow, CarbonFree and 'Love your Planet' are all

Trademarks of Allain Edwards Equities


Website By DesignLanguage
ABN: 93929738342