Our Terms and Conditions can also be located within your ‘My HUb’ Client Portal under the ‘Knowledge Base’ Section. 

1. General Terms + Conditions

TERMS & CONDITIONS

SnowLake Marketing Design 

In order to become a Client of SnowLake Marketing Design (“SnowLake”) or a user of any of SnowLake’s services, you agree to the following terms and conditions. Your agreement to these terms will be indicated by:

  • the execution of any contract;
  • commencement or completion of any business activities; or
  • use of any of SnowLake’s services, whichever occurs first.

1. Overview

1.1 These terms and conditions shall govern the provision of design, marketing, website and any other services by SnowLake.

1.2 Please read these terms and conditions carefully. If you do not accept these terms and conditions without modification, you may not use SnowLake’s services. SnowLake may revise these terms and conditions at any time by updating this posting. If the terms and conditions are revised, the original terms accepted by the Client for a project will remain valid.

2. Exclusion and Limitation of Liability

2.1 To the full extent permitted by law, SnowLake Marketing Design hereby excludes all warranties not expressly set out herein except specifically set forth elsewhere in our Terms and Conditions and gives no express or implied warranties including the warranties of merchantability or fitness for particular purpose, or arising from a course of dealing, using, trade practice, with respect to any goods or services under or incidental to this agreement. No oral or written information or advice given by SnowLake, our resellers, agents, representatives, or employees shall create a warranty or in any way increase scope of the express warranties hereby given, and you may not rely on any such information or advice.

2.2 SnowLake’s total aggregate liability to you for any claim in contract, negligence or otherwise arising out of or in connection to the provisions of the Services shall be limited to the charges by you in respect of the Service which are the subject of any such claim.

2.3 In no event shall SnowLake be liable to you for any loss of business, profits or anticipated savings or for any other indirect consequential or economic loss whatsoever.

3. Property Rights and other Consents

The Client is solely responsible for obtaining any and all necessary intellectual rights clearances and/or other consents and authorisations.

4. Indemnity

The Client agrees to indemnify and keep indemnified and hold SnowLake harmless against any claim brought against SnowLake by a third party resulting from the provision of services by SnowLake to the Client. This includes all losses, costs, proceedings, damages, expenses (including reasonable legal costs) or liabilities, whatsoever suffered and howsoever incurred in consequences of the Client’s breach or non-observance of these terms.

5. Severability

If any clause of these terms and conditions is held to be invalid or unenforceable in whole or part, the invalid or unenforceable shall be deemed to be omitted.

6. Assignment

The benefit of this agreement may be assigned by SnowLake, but not by the Client. SnowLake may give notice to the Client in writing, and the Client’s failure to respond will be deemed acceptance. The Client may transfer this agreement provided that the Client gives SnowLake notice in the form Blick requires (setting out the details of the assignee) including payment of any transfer fee specified by SnowLake. No other transfer by the Client is permitted.

7. Entire Agreement

These terms and conditions constitute the entire agreement and supersede all prior agreements, understandings, representations whether oral or written. No oral explanation or information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation be made to the contract unless it is in writing and signed by representatives of the Client.

8. Entire Agreement, Governing Law

This agreement shall be governed by the laws in force in the State of Victoria. Both parties hereby submit to the exclusivity of the Courts of that State.

9. GST

9.1 Expressions used in this clause and in the GST Act have the same meanings as when used in the GST Act.

9.2 Amounts payable and consideration provided under or in respect of this Agreement are GST exclusive.

9.3 The recipient of a taxable supply made under or in respect of this lease must pay to the supplier, at the time the consideration for the supply that is due, the GST payable in respect of the supply. This obligation extends to supply consisting of a party’s entry into this Agreement.

9.4 An amount payable by the Client in respect of a creditable acquisition by SnowLake from a third party must not exceed the sum of the value of SnowLake’s acquisition and the additional amount payable by the Client under this Clause on account of SnowLake’s liability for GST.

9.5 A party is not obliged to pay GST on a taxable supply to it under this Agreement until given a valid invoice for the supply.

10. Pricing and Procedures

10.1 Prices are valid for 30 days from the date of the estimate or proposal. If work is not commenced within 30 days of acceptance, SnowLake reserves the right to re-negotiate the price.

10.2 In some instance, SnowLake may require that the Client pay up to a 50% deposit or full payment on completion or delivery of artwork or printed materials. In other cases, payment is due in 7 days from the date of invoice.

10.3 The Client agrees to provide written acceptance or email acceptance before any work is commenced. This must be formatted as a Letter of Agreement between the Client and SnowLake concerning the work outlined in the SnowLake estimate.

10.4 All pricing supplied in estimates and advertised in the SnowLake catalogue or promotional material excludes GST.

10.5 If SnowLake 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.

10.6 The placement of an order for design and/or any other services offered by SnowLake 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.

10.7 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), SnowLake will incur no liability for losses incurred in transit or due to the delay of a third party.

10.8 The Client is responsible for any shipping/transport or insurance costs related to the work unless specified in writing. Many of SnowLake’s prices, where specified, include transport from one metropolitan point in Melbourne, this does not include insurance. A Client needs to request insurance in writing and pay for it if this is required.

10.9 SnowLake 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, unforeseen illness or external forces beyond the control of SnowLake. If such event(s) occur, it shall entitle SnowLake to extend the completion\delivery date by the time equivalent to the period of such delay. SnowLake 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 SnowLake.

10.10 SnowLake reserves the right to suspend services in any case where the Client fails to perform its obligations under this agreement.

10.11 All advertising of pricing is subject to change at any time without notice.

10.12 Additional charges may be added to an estimate for costs incurred for services or items required to complete a job for the Client. These may include edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties.

10.13 All prices quoted are, in the absence of specific written agreement to the contrary, estimates only. SnowLake estimates for design or related work are based upon projected working hours at the current studio rate, plus materials and are subject to amendments on or after acceptance to meet any rise or fall in such rates or material costs. Any increased charges of costs arising from alterations or additions to the contractual specifications or to work previously approved, required to complete the job, such as edits, courier fees, proofing/printouts, artwork retrieval and the purchase of imagery and materials, or services supplied by third parties may be charged to the Client.

10.14 Payment for services and products is accepted via electronic funds transfer (EFT), Cheque and credit card. Accepted credit cards are Visa and MasterCard. If payment is made via credit card an additional 2% charge will be added.

11. Payment

11.1 SnowLake will provide a tax invoice for all projects completed or in progressed for immediate payment as specified on the tax invoice.

11.2 A deposit of up to 50% may be required before design work can commence, with the remaining amount payable on completion.

11.3 When a project extends 30 days past the commencement date or when specific project milestones are reached, SnowLake reserves the right to issue the Client with a ‘progress payment’ invoice or remove any Digital assets from the live internet until full payment is made.

11.4 When a design is completed and requires print or manufacture to complete the project, an invoice is issued at the time design has commenced. Delivery of the product will not move to print production until full payment is made.

11.5 Websites – Due to the segmented stages of website design and development, websites require a deposit of 50% followed by progress payments of 2 x 25% intervals or invoicing when specific milestones are reached throughout the project.

11.6 Payment is always required within the time frame specified on the invoice. If payment is not received within the specified period, SnowLake reserves the right to charge interest on the outstanding amount until the overdue account is paid in full.

11.7 For retainer contracts an invoice will be supplied at the end of every month, which will require payment within 30 days. If for some reason the client wishes to conclude the retainer agreement early they will be liable for the full amount of the remainder of the retainer contract, less a 10% discount and payment within 30 days of the agreement conclusion.

11.8 If a client does not pay within the specified terms of the invoice SnowLake has the right to charge a late fee on the outstanding amount. The late fee based on a rate of 5% annual interest. The interest rate is calculated annually and divided by 12 to give the monthly fee associated to the outstanding amount. A late fee will be charged when an account is overdue by more than 30 days after the specified terms.

12. Intellectual Property

12.1 SnowLake 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 SnowLake or its agents.

12.2 The Works have been created for the Client for a specific purpose. SnowLake 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 SnowLake. SnowLake 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.

12.3 SnowLake retains the right to use the Works in any of its own marketing collateral.

12.4  SnowLake’s rights will not affect any pre-existing intellectual property rights of terms or materials used in the Works. For example, SnowLake may make use of external image libraries and text, images, materials and ideas supplied by the Client or a third party. If the Client provides any items or materials to SnowLake for use in the Works, the Client warrants that the use of the items or materials will not infringe the rights of any third party and indemnifies SnowLake for any loss or damage arising from any such infringement.

12.5 The sole exception to the above is logo design and supply. Logos developed and produced will remain the intellectual property of SnowLake 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. SnowLake reserves the right to use the logo in any of its marketing material and items.

13. Trade Marks

13.1 Any design work created by SnowLake over which the Client obtains ownership will not automatically be protected by a trade mark. This includes items such as Logos, Words, Names, Images, Branding, an aspect of shape, colour, sound or scent – or any combination of these.

13.2 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.

14. Solicitation of Employees

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 subcontractors, employees or agents of SnowLake with an offer of employment unless SnowLake has expressed permission in writing for that offer to take place.

15. Vouchers

SnowLake’s vouchers can only be used for SnowLake’s in-house creative services which include Graphic Design, Website Design and Development and Photography (It cannot be used for any services of manufacture or where a third party supply is involved). Due to the in-house creative services being Mansfield based, some services that are not easily transferable interstate are only available in Melbourne – An example of this is Photography. The voucher is required to be used within the specified period noted on the voucher. A voucher is not valid if does not contain an approval signature of an authorised SnowLake employee, voucher number and validation period (Validation period must be 12 months or less).  SnowLake reserves the right  to change the terms of its voucher at any time. Vouchers to a value more than $500 ex gst require a signature from the Director to be valid. Vouchers can not be used in conjunction with an other offer or with any other voucher.

Last Revised: 30/06/2018

2. Artwork Specifications

ARTWORK SPECIFICATIONS

1. 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 acceptance proof is what will be printed. There will be NO reprints at SnowLake Marketing Design’s expense.

2. Clients who send in their own artwork are fully responsible for the end result. Clients are reminded to submit print-ready artwork with the correct specifications. We will order your print project whatever you submit, but take no responsibility for artwork mistakes or product quality. There will be NO reprints at SnowLake Marketing Designs expense.

3. Clients are reminded to allow plenty of time for design and production timing. If your item is for an event, please contact us well in advanced. We generally allow 1 week design, 7-10 days for production, 3-5 days from dispatch. For urgent projects, please contact us directly.

4. It is the Clients responsibility to ensure that any design that is submitted does not violate Australian Law. SnowLake Marketing Design will assume the artwork or content the Client submits is legally the Clients property and the Client indemnifies SnowLake Marketing Design accordingly.

5. If an error is noticed and if changes are required to your design after proof approval, we will contact you to avoid possible printing problems occuring. As artwork fee of $75 will be charged for any changes required. There will be NO reprints at SnowLake Marketing Designs expense.

6. Should there be a change in direction or new concept that differs from the initial brief, additional fees will be payable according to the work commencing. We will notify you of this and the additional quotes will be provided.

7. Your artwork, photographs, images, websites and data will not be archived or stored unless specifically agreed in writing by SnowLake Marketing Design prior to the work commencing. SnowLake Marketing Design 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. Storage Fees may apply at a rate of $120 per annum.

Last Updated: 30/06/2018

3. Website Design + Development T&C’s

Website Design + Development Terms and Conditions

These are the Terms and Conditions on which SnowLake Marketing Design will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our professional services and what you can expect from us. Please read them carefully.

Our Professional Services Schedule of Fees are available on request or will be supplied in your quotation/estimate.

These Terms and Conditions are subject to change without notice and may be superseded.

1. Engagement

You may engage us to carry out a Project for you by:

(a) signing and returning a Purchase Order to us;

(b) accepting a Quote in writing; or

(c) giving us written, emailed or verbal authorisation to commence a Project.

Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

2. Quotes and Estimates

If we provide, or have provided, you with a Quote for the Project, then that Quote:

(a) is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;

(b) does not include GST; and

(c) is valid for a period of 30 days from the date we issue the Quote, unless otherwise agreed by SnowLake Marketing Design.

3. Services

(a) The Services that we provide to you may include some or all of the following:

website consultancy and planning, as described in clause 9;

website design, as described in clause 10;

website development and uploading of content, as described in clause 11;

website modification, as described in clause 12;

the provision of Website Tools as described in clause 13;

training, as described in clause 15;

post-implementation warranty as described in clause 16;

post-implementation support and maintenance, as described in clause 17;

website hosting, as described in clause 18.

(b) You acknowledge that websites and other electronic serves are subject to interruption or breakdown, and therefore:

the Services will not be error-free or uninterrupted; and

your access to the Website and the operation of the Website will not be error-free or uninterrupted.

4. Hours of Service

All support activity is carried out between 8:30am and 5:00pm (GMT + 8), Monday to Friday excluding public holidays and office closures times for standard Western Australia public holidays and the Christmas / New Year closure periods.

5. Content and Materials Supplied by You

(a) You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content) . Refer to 7b. Scheduling and Production.

(b) You must supply all Client Content in the following digital formats/methods:

Text/Copy: Microsoft Word or Rich Text (Clearly labeled and in correct order);

Tables: Microsoft Excel (Clearly labeled and in correct order);

Images: High resolution where possible (JPEG, PNG files);

Logos: Vector format (Illustrator EPS/AI);

Diagrams/Maps: Vector format (AI) or (JPEG files);

if required, access to your current website and database via ftp and/or CMS/Hosting Control Panel login;

Brand Style guidelines (if applicable).

(c) We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.

(d) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:

breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or

compromise the security or operation of our computer systems, through a virus or otherwise.

(e) You indemnify, and agree to keep SnowLake Marketing Design, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

6. Your Approval

(a) Your approval will be required for the following items that we deliver to you (Approval Item):

the website brief;

the sitemap;

the website design concepts (and your choice of one of them);

each updated version of the chosen website design concept;

the completed Website including uploaded content; and

any other item for which we request your approval.

(b) When we provide you with any Approval Item, and you do not request any further alterations, then you must notify us in writing that you accept the completed Approval Item.

(c) You will be deemed to have accepted the completed Approval Item if we do not receive from you, within 28 days after providing you with a completed Approval item, either notice in writing of acceptance or requests for further amendments.

(d) Your acceptance of the completed Approval Item in accordance with paragraph (b) or (c) means that the Approval Item is complete, and no further amendments are necessary. However, we will not proceed to the next stage of the Project until we receive your written approval of the Approval Item. There may be added cost in having to reschedule projects, staff or facilitate continuance. If unable to perform continuance, the client will have to pay a shut down and subsequent restart fee commensurate to the labour and resource costs incurred.

7. Purchase of Images

(a) The Fees do not include any searches or purchases of photo images, audio or video.

(b) You can purchase photo images, audio or video directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.

8. Scheduling, Production and Project Management

(a) If we consider it to be necessary, we will develop a Production Schedule for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with that timetable.

(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:

a change in the delivery deadline set out in the Production Schedule; or

if the delivery deadline cannot be changed, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

9. Website Consultancy and Planning

Our website consultancy and planning services mayinclude:

(a) discussing and developing options for your online marketing, search engine optimisation and social media strategy;

(b) planning and developing a site map, information architecture and project management.

10. Website Design Concepts

(a) Our website design services may include:

delivery to you of up to two website design concepts; and

up totwo sets of alterations to one of these design concepts. Upon each alteration, we will supply an updated version of the website design concept to you.

(b) If you request further alterations, or the addition of new information, after the second updated version, resulting in any further updated versions of the website design concept being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to the Specifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.

(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

11. Development of Website and Uploading of Content

(a) Our website development services include developing a website based on the Specifications, the approved website brief, sitemap and final version of the website design concept.

(b) Our website services may also include uploading and styling/layout of the Client Content to the developed website. If applicable we will complete a specified number of standard pages of the website. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) A content management system will be provided with the website. The Fees for our website development services do not include customisation of this content management system, its extensions, plug-ins or components. Our standard projects include the WordPress CMS – unless otherwise specified.

(d) If we carry out any customisation work for you on the Content Management System, or build any extensions for you, then:

the work will be charged as Additional Costs at our then current Professional Rates;

the customisation or extension remains licensed under the following terms and conditions: http://www.gnu.org/licenses/gpl-2.0.html and/or;

you accept and must comply with those terms and conditions in relation to your use of the customisation or extension.

(e) You acknowledge that the Content Management System and many of its extensions are provided by third parties, and therefore:

we have limited control over the functionality or operation of the Content Management System and any third party extensions;

SnowLake Marketing Design is not affiliated with or endorsed by the WordPress CMS Project or Open Source Matters; and

you accept and must comply with the terms and conditions of those third parties relating to the Content Management System. The relevant terms and conditions can be found at the following websites:

These may include but are not limited to Terms and Conditions found on these websites and URL’s:

http://www.gnu.org/licenses/gpl-2.0.html (GPLv2 or later)

http://www.gnu.org/licenses/gpl-3.0.html

http://www.wordpress.org

https://market.envato.com

http://www.flexicontent.org

http://www.campaignmonitor.com

https://google.com

Each extension usually has it’s license or Terms and Conditions as a link or text inside the control for that extension in each clients website administration interface.

(f) A Standard Page is: up to 300 words; up to 3 images; and up to one implementation of any tabular data.

12. Website modification

(a) Our website modification services consist of modifying your website based on the Specifications.

(b) Unless otherwise specified, the Fees for website modification do not include any provision for training or post-implementation support.

(c) The provisions of clause 10(c) to 10(e) apply to the website modification services.

13. Provision of Website Tools

(a) Upon your request, we may provide to you Website Tools as part of the Website.

(b) You acknowledge that some of the Website Tools are provided by third parties, as set out in paragraph (c), and therefore:

we have limited control over the functionality or operation of the Website Tools;

if the third parties provide data or other information for use with the Website Tools, we have no control over the accuracy or completeness of that information; EG: ASX data.

you accept and must comply with the terms and conditions of those third parties relating to the Website Tools; and

those third parties may invoice you directly for ongoing costs relating to your use of the Website Tools.

(c) The third parties who provide the Website Tools, and the terms and conditions for use of the Website Tools are as follows but are not limited to:

ASX Package: WebLink Pty Ltd (ABN 52 071 220 847) . The relevant terms and conditions can be found at: http://www.weblink.com.au

ASX Share Price and Data: ASX. The relevant terms and conditions can be found at: http://www.asx.com.au/legal/terms-use.htm

(3rd Party Extensions) See (10. Development of Website and Uploading of Content) for links

(d) The fees for updates and upgrades for the Website Tools may change from time to time. The new fees will apply from our notification date to you.

14. SnowLake Marketing Design Extensions

(a) All of SnowLake Marketing Design WordPress products (Template, Modules, Components, Plugins) are released under subscription. However the PHP code portions of these products are released under GNU/GPLv2 license. All images, cascading style sheets (CSS) and included javascript (JS) files are NOT GPL (unless specified), and are released under SnowLake Marketing Design’s Proprietary License, unless specifically authorised by SnowLake Marketing Design. Elements (images, CSS, JS etc) of the products released under the SnowLake Marketing Design proprietary license can not be redistributed or repackaged for use other than those allowed by the subscription as set out in 13(b).

(b) Proprietary Use License: SnowLake Marketing Design Proprietary Use License controls non-PHP code elements, such as images, cascading style sheets and JavaScript elements in the released SnowLake Marketing Design Products (Templates, modules, components, plugins etc.). The elements set out in 13(a) are not compiled together but are sent independently of GPL code and combined in a client’s browser, so, do not have to be GPL themselves. These file are not released under the GPL, and are supplied to each paying user for non-exclusive usage per number of registered domains. You may not modify, duplicate, redistribute, onsell or include the elements set out in 13(a), without prior written consent of SnowLake Marketing Design.

15. Training

(a) The Fees for website development may include training sessions of two hours for a maximum of two people per session. During these training sessions, we will provide information to attendees about using the Content Management System to upload content to the Website. Training sessions will be conducted at our premises in Perth.

(b) If additional training sessions are required, or you wish to have additional attendees at a training session, the additional attendees and sessions will be charged as Additional Costs at our then current Professional Rates.

16. Post-Implementation Warranty (28 days)

(a) The Fees for website development include the provision of a limited warranty for a period of 28 days following website launch.

(b)  The determination of warranty labour is at SnowLake Marketing Design’s discretion.

17. Support and Maintenance Packages

Support and maintenance service is a paid service and is primarily carried out and provided via our email support ticketing system. For payment methods for support and maintenance services, please refer to 25. Payment Method.

(a) Our support and maintenance services consist of, but are not limited to:

answering your technical questions relating to the Website, its operation and the Content Management System and the extensions provided with it; and

resolving technical issues that arise in relation to the Website or its operation, except as set out in 17 (b).

(b) Our support and maintenance services do not include resolving:

issues that relate to your networks, computer systems or software used to access the Website;

other technical issues not arising directly from the Website.

(c) If we provide you with services that are not included in the support and maintenance services, we will charge you for the work at our current Professional Rates.

(d) You must provide us, at your own cost, access to the Website and your computer network and systems in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:

we are not obliged to provide you with any support and maintenance services;

we are not obliged to return to you any portion of the Fees that you have paid to us for the provision of support and maintenance services; and

an invoice will be issued for any work carried out.

(f) Support Package reduced hourly rate requires that the contract be in place for the full term of any work undertaken – work undertaken outside of the support package contract period will be charged at our full hourly rates. (The support package does not generally include major website design or website development tasks, but this can be assessed in consultation on a case by case basis.) Pricing is available on request.

(g) Support, consulting and analysis provision is dependent upon access to the website to perform the required tasks and to assess/view the requirements.

(h) Response times are indicative and not guaranteed.

(i) Estimated time to complete requested support tasks may be provided when and if possible at client’s request.

(j) Commencement of support tasks

Support will commence upon receipt of written support brief/request by SnowLake Marketing Design from The Client and confirmation of time estimate provided for the specific task/s from SnowLake Marketing Design to The Client.

(k) Limitation

The website support for this package is limited to the Client website built on the WordPress content management system by SnowLake Marketing Design.

18. Hosting

If we provide hosting services for the Website, those hosting services are governed by our Hosting Terms and Conditions.

19. Archiving / Retrieval

(a) We will endeavour to store or archive all electronic files used in the production of your website project. However, we provide no guarantee that any stored or archived files can be retrieved in the future.

(b) Once your website is launched, archiving of the files and database and copies of these files becomes the responsibility of the client. SnowLake Marketing Design can at the request of the client provide this service.

20. Disbursements

Disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to the disbursement items set out in the Schedule of Fees.

21. Professional Liability

(a) If you are not a Consumer:

our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into,  is limited to the amount of Fees received by us from you under this agreement;

the maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time and relevant to the cause of the loss, less any amounts already paid out or due to be paid out by us to you for any reason; and

we are not liable for any

indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or payment of liquidated sums, penalties or damages under any agreement sustained by you or any other person arising from or in connection with the Project or this agreement;

Loss you suffer or incur in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party;

Loss you suffer or incur that arises out of the Content Management System or the Website Tools,

and if the modification can be shown to be counter to current and common or recommended industry practice; or

Loss you suffer or incur due to factors outside our reasonable control.

(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):

in relation to goods:

replacing the goods or supplying equivalent goods (or paying the cost of either); or

repairing the goods, or paying the cost of having the goods repaired;

in relation to services:

resupplying the services to you; or

paying the cost of having the services re-supplied.

(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.

(d) Paragraphs (b) and (c) do not apply:

in relation to a Title Guarantee;

to the extent that it is not Fair or Reasonable for us to rely on them; or

in relation to Consumer Goods or Consumer Services we supply to you.

(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.

22. Intellectual Property and Supply of Raw / Editable files

(a) All Intellectual Property Rights in Project Intellectual Property vest in, or will upon their creation vest in, SnowLake Marketing Design.

(b) We grant you a non-transferable, non-exclusive license to:

Publish one copy of the Website and supporting project intellectual property unless otherwise stated by SnowLake Marketing Design; and

use and reproduce the other Project Intellectual Property,

subject to the restrictions set out in paragraph (c).

(c) You must not, without our prior written permission:

adapt, create derivative works from or merge the Website template or other Project Intellectual Property;

use the Project Intellectual Property for any purpose other than the specific purpose for which we have provided it;

reverse engineer, disassemble or decompile the Project Intellectual Property;

distribute, lend, resell, transfer, assign or sublicence the Website or other Project Intellectual Property, or allow any other person to use it except in the course of visiting the Website; and

remove or attempt to remove any proprietary or copyright notices or any labels on the Website or other Project Intellectual Property.

These restrictions do not apply in relation to:

extensions that are licensed to you under the terms and conditions referred to in clause 11(e); or Some extensions are licensed per domain or via a license key

modifications that we have made to the Content Management System remain licensed under GPLv2.

(d) The supply of raw / editable files is at the discretion of SnowLake Marketing Design. Additional Costs will, and may be based upon a percentage of the original Quote or a retrieval and release fee.

(e) Commercial fonts remain the property of SnowLake Marketing Design, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferable.

(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.

(g) Client agree to carry the SnowLake Marketing Design logo or ‘Developed by SnowLake Marketing Design’ text hyperlink in or under the website footer.

(h) Client should be prepared to provide testimony or feedback on request post the release/close of the project.

23. Confidentiality

(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:

provide a reasonable amount of notice to the other Party of the proposed disclosure;

consult with the other Party as to the form of the disclosure; and

take all reasonable steps to maintain such Confidential Information in confidence.

(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

24. Calculation of Fees if not Specified

(a) If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.

(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.

(c) Travel time is not included in our quotations as SnowLake Marketing Design’s office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location a standard 1 hour travel fee will apply at our hourly rate.

(d) Our standard web project quotation allows for up to 2 meetings. Additional meetings outside of this scope will be charged at the hourly rate of those attending.

25. Payment and Invoicing

(a) You must pay the Fees and Additional Costs to us within 28 days after the date on which we issue you an invoice for those Fees and Additional Costs in accordance with this clause 25.

(b) In relation to our services, we may issue invoices for:

Payment as indicated in our quote or estimate, on the “Terms and Conditions” page, under the title “Payment System for this Quote” and / or

“Work in Progress” invoice at the end of each calendar month for the Fees and Approved Expenses incurred up to the date of the invoice.

Our payment terms are 50% on acceptance of the quote, 40% after half the work is completed and final 10% upon completion.

26. GST

(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.

(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

27. Duration of agreement and its termination

(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 27.

(b)  A party may terminate this agreement by notice in writing to the other party if:

the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;

the other party commits a material breach of this agreement that is not capable of remedy (including a breach of clause 22or clause 23); or

the other Party becomes Insolvent.

(c) We may terminate this agreement if:

you do not provide any information or materials requested within a reasonable time after being asked to do so; or

we consider that mutual confidence and trust no longer exist.

(d) Upon termination of this agreement under paragraph (b) or (c):

our obligation to carry out the Project ceases;

each party’s rights and obligations accrued prior to termination are not affected;

the licence granted in clause 22(b) ceases; and

each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and

except as provided in this paragraph (d), clauses 4(c), 4(e), 21, 22, 23, 28 and 29 will continue.

28. General

(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

(b) This agreement does not create a relationship of employment, agency or partnership between the parties.

(c) We may subcontract our obligations under this agreement.

(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

(f) The additional terms and conditions referred to in clauses 10and 12do not apply to the extent that they:

are not permitted under Australian law; or

exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

(g) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.

29. Interpretation

In this agreement:

(a) a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);

(b) headings and bold type are for convenience only and do not affect the interpretation of these terms;

(c) the singular includes the plural and the plural includes the singular;

(d) words of any gender include all genders;

(e) other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;

(f) an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;

(g) a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;

(h) a reference to a party to a document includes that party’s successors and permitted assignees;

(i) a promise on the part of 2 or more persons binds them jointly and severally;

(j) no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

(k) specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

30. Dictionary

Additional Costs means all additional costs that we are permitted to charge you under this agreement.

Approval Item is defined in clause 6(a).

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA).

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that we do for you:

(a)  the person named as the client in the Purchase Order;

(b) if there is no purchase order, then the person named as the client in the Quote; or

(c) if there is no Quote, then the person for whom we are undertaking the project.

Client Content is defined in clause 5(a)

Confidential Information of a party:

(a) means any information:

regarding that party’s business or affairs;

regarding that party’s customers, employees, or other people doing business with that party;

which is by its nature confidential;

which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or

which the other party knows or ought to know is confidential;

(b) includes without limitation (unless excluded under paragraph (c) ) that party’s Intellectual Property Rights and these terms and conditions; but

(c) does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer has the same meaning as in section 3 of the Australian Consumer Law

Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Consumer Services means “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.

Content Management System (CMS) means the content management system described in clause 11(c).

SnowLake Marketing Design, we or us means SnowLake Marketing Design ABN  27 132 253 317,  Highton Lane, Mansfield Victoria Australia.

Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.

Fees means, in respect of a Project:

(a) the fees payable to us for the Project as set out in a Purchase Order or Quote; or

(b) if no fees are specified, fees for all work we do in the course of the Project calculated in accordance with clause 24.

GST means a goods or services tax or similar tax levied in Australia.

Insolvent, in relation to a party, means that:

(a) the party has ceased or taken steps to cease to conduct its business in the normal manner;

(b) the party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;

(c) the party is unable to pay its debts when they are due;

(d) a liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;

(e) an application or order is made or a resolution is passed for the winding up of the party; or

(f) an event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:

(a) copyright, patents, trade marks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and

(b) any application or right to apply for registration of any of the rights referred to in (a).

Loss means

(a) any liability, cost, expense, loss, personal injury (including illness), death or damage; and

(b) in relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.

Project means, in relation to any work that we do for you:

(a) the project described in a Purchase Order;

(b) if there is no Purchase Order, the project described in a Quote;

(c) if there is no Quote, then the project described in the Specifications; or

(d) if there are no Specifications, then the work that you have asked us to do.

Professional Rates means the fees set out in the Schedule of Fees.

Project Intellectual Property means designs, artwork, software and materials provided to you in the course of the Project, and any other Intellectual Property Rights created in the course of the Project, but does not include:

(a) the Content Management System (except to the extent that we have modified it) which is owned by WordPress CMS and other third parties;

(b) the Website Tools (except to the extent that we have modified them); or

(c) Client Content.

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

(a) the services that we will provided to you;

(b) the estimated times within which those services will be provided; and

(c) the fees payable to us for those services.

Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.

Schedule of Fees means the professional services schedule attached to this document, and any replacement of that professional services schedule that we notify to you from time to time.

Services means the services that we provide to you in the course of the Project, as described in clause 3.

SEO means Search Engine Optimisation – the art and science of increasing the visibility of web pages in searches using search engines on the web.

Social Media means web based tools such as Facebook, LinkedIn, Twitter…

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.

Support means the supply of paid support services to assist in the management; maintenance; training for; and repair of a SnowLake Marketing Design supplied/built/maintained website.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

Warranty is any fix required to a supplied SnowLake Marketing Design website within 28 days of launch. The determination of warranty labour is at SnowLake Marketing Design’s discretion.

Website means the website that we develop for you in accordance with clause 11.

Website Tools means the tools, applications or packages set out in clause 13(c).

Last Revised: 30/06/2018

4. SEO Terms & Conditions

SEO TERMS + CONDITIONS

SEO is governed by many factors which are outside the direct control of SnowLake Marketing Design and indeed, any other SEO company. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time, with which we have no control over. As such, no SEO specialist can offer a 100% guarantee of getting your website ranked #1 on any major Search Engine for your desired keywords.

Definitions:

  • SEO: Search Engine Optimisation
  • FTP: File Transfer Protocol
  • CMS: Content Management System (ie WordPress)
  • URL: Uniform Resource Locator (web address)
  • SERP: Search Engine Result Page
  • SnowLake: SnowLake Marketing Design

1. General

1.1 SEO is governed by many factors which are outside the direct control of SnowLake Marketing Design and indeed, any other SEO company. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time, with which we have no control over. As such, no SEO specialist can fulfil a 100% guarantee of getting your website ranked #1 organically on any major Search Engine for your desired keywords.

1.2 SnowLake Marketing Design only use honest, ethical and completely legitimate techniques and accepted standards to improve your Search Engine Ranking – no tricks, no invisible text, no dodgy black hat methods. Some other SEO companies around the world use illegal software to spam Search Engines in order to improve the website rank quicker, but this usually results in a permanent ban of the website. By working with search engines and not against them, SnowLake Marketing Design ensures that clients have the best chance of achieving high organic search engine result page (SERP) rankings.

1.3 SnowLake Marketing Design will provide the services with reasonable skill and care. Notwithstanding the previous sentence, the client acknowledges that SnowLake Marketing Design has no direct control over Search Engines and cannot guarantee the speed of performance of technologies provided by Search Engines in relation to the delivery of the services.

1.4 The quantity and the description of the services shall be as set out in the Project Brief.

1.5 SnowLake Marketing Design operates within the major Search Engines in Australia and worldwide. Listings will appear on either .com.au or .com engines dependant on the website’s status, and the decisions of the Search Engines.

2. Hosting

2.1 The website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results. SnowLake Marketing Design cannot be held responsible for problems or additional costs arising due to any errors made by third parties, or failure to maintain a current copy of your own website. (Back ups can be made at the client’s request.)

2.2 Website downtime can severely affect SEO. Down time can potentially cost the client their ranking positions for their desired search terms, and even a short period of down time can affect SnowLake Marketing Design’ SEO efforts. If the client’s website experiences downtime due to server error, maintenance or any reason outside of the control of SnowLake Marketing Design for a period of more than 3 days, SnowLake Marketing Design will not be able to fulfil the service requirements as set out in the Project Brief.

2.3 In the event that the client’s website becomes unavailable for any reason (eg if the server is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the internet and its underlying infrastructure), the client will not hold SnowLake Marketing Design responsible for these errors. All/any traffic delivered to the client’s website during this down time will not be credited or refunded. In the event that any of the above errors occur including any errors not listed but clearly intended, the client may submit in writing a request for the ad campaign to be placed on hold. Upon resolution of the problem the held campaign will continue.

2.4 The client acknowledges that there may be occasions when the client’s website or the websites of any third parties may be out of action for limited periods due to technical difficulties or routine maintenance of a third party server, and SnowLake Marketing Design shall not be liable to the client for any downtime of this sort.

3. Access

3.1 The client agrees to supply SnowLake Marketing Design with the necessary FTP and CMS backend access to the website in order to optimise the website unless otherwise negotiated.

4. Content

4.1 Search Engines change their inclusion policy ranking algorithms and methods all the time, and unless the site is maintained with necessary analysis, tuning and necessary alterations, a highly ranked site is unlikely to hold that position for very long.

4.2 Ongoing Search Engine optimisation is important. SnowLake Marketing Design advises that regular, fresh content added to the website will help to improve the stability of rankings within search engines. By accepting this agreement, the client understands fully that regular, unique content plays an important part of the success of their website and that failure to add unique content will lessen the impact of the SEO services provided by SnowLake Marketing Design.

5. Search Engine Submission

5.1 The client gives permission for SnowLake Marketing Design to set, create and or set up relevant accounts with search engines on behalf of client, in order to fulfil its obligations under these terms.

5.2 Search Engines will rank websites with their own differing strategies, so it’s technically impossible to rank highly on all the major Search Engines at the same time.

5.3 Some Search Engines use the algorithms and services of bigger Search Engines. The client acknowledges that any addition or alteration to the listing of the website in any Search Engine may affect the listing in other non-targeted Search Engines.

5.4 Search Engines have differing scheduled times to crawl and index submitted sites into their database, ranging from hours to months. No SEO firm can speed up the process in any ethical way.

6. Changes

6.1 If during the SEO contract period between SnowLake Marketing Design and the client, the client uses a third party (other than SnowLake Marketing Design) for Search Engine optimisation and / or associated workings, SnowLake Marketing Design cannot be held responsible for any consequential loss of listings or associated damages that may arise.

6.2 The client must inform SnowLake Marketing Design of any alterations relating to the website by the client or a third party that may affect the services supplied by SnowLake Marketing Design, including but not limited to deletion, alteration or additions of URL addresses, URL redirects, Landing Pages and their content, confirmation pages and their content, and the removal, overwriting or deletion of any of our optimisation changes. If alterations are made by the client or a third party to the client’s site, Search Engine placements may be affected and SnowLake Marketing Design cannot be held responsible. SnowLake Marketing Design reserves the right to issue a charge to rectify any problems to regain listings.

6.3 If, after signing with SnowLake Marketing Design, the client or a third party makes modifications to the website that use unethical SEO techniques to try and achieve high listings on the Search Engines (such as cloaking, hidden text, keyword stuffing, etc) or add pharmaceutical, gambling or pornographic links to the website that have no relevance to the website, SnowLake Marketing Design will issue a 7 day cancellation request. If the questionable techniques are not removed within that time, SnowLake Marketing Design will cancel the existing contract with immediate effect and all fees payable to SnowLake Marketing Design will be retained. SnowLake Marketing Design will not be held liable for the effects caused by the client or a third party using unethical techniques.

7. Refunds

7.1 SnowLake Marketing Design is under no obligation whatsoever to accept the cancellation of the services or cancellation of orders incorrectly placed.

8. Material

8.1 SnowLake Marketing Design reserves the right to refuse to handle:

  • Any media which is unlawful or inappropriate;
  • Any media which contains a virus or hostile program;
  • Any media which constitutes harassment, racism, violence, obscenity, harmful intent or spamming
  • Any media which constitutes a criminal offence, infringes privacy or copyright
  • Any other questionable media at SnowLake Marketing Design’ own discretion

9. Warranties and Liability

9.1 SnowLake Marketing Design warrants that the services will at the time of delivery correspond to the description given by SnowLake Marketing Design, either verbally or by means of the Project Brief.

9.2 The Client agrees SnowLake Marketing Design is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

9.3 The Client agrees SnowLake Marketing Design is not liable for absence of service as a result of illness or holiday.

9.4 SnowLake Marketing Design is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

9.5 SnowLake Marketing Design shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate the website, even if SnowLake Marketing Design has been advised of the possibility of such damages.

9.6 There are sometimes laws and taxes which affect Internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend SnowLake Marketing Design from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.

9.7 SnowLake Marketing Design may from time to time recommend to the Client that updates are needed for their website to comply with, including but not limited to, new legislations, software releases and web standards. SnowLake Marketing Design reserves the right to quote for any updates as separate work. The Client agrees that SnowLake Marketing Design is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold SnowLake Marketing Design harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. SnowLake Marketing Design T+C’s

10.1 The Customer acknowledges that no promise, representation, warranty or undertaking has been made or given by SnowLake Marketing Design or any person or company on SnowLake Marketing Design’ behalf in relation to the profitability or any other consequences or benefits to be obtained from the delivery or use of the Software or as to its merchantability or fitness for any purpose or purposes whatsoever and the Customer has relied upon the Customer’s own skill and judgement in deciding to acquire the Software for use by the Customer and the Customer hereby agrees to indemnify and keep indemnified SnowLake Marketing Design against all actions, costs, expenses, charges, claims or demands whatsoever whether at law or inequity which may arise out of the use by the Customer of the Software excepting always the rights conferred on the Customer pursuant to the terms of this Agreement.

10.2 SnowLake Marketing Design will not be responsible for a failure to supply, perform or deliver, Software and Services in the event of any fact, circumstance, matter or thing beyond the reasonable control of SnowLake Marketing Design and shall be relieved of that obligation to the extent, and for the period, that it is unable to supply or perform the Services or deliver the Software.

10.3 To the fullest extent permissible by the law applicable to this Agreement, SnowLake Marketing Design will not be liable for any personal injury, incidental damages, consequential losses, loss of profit or any like claims whatsoever arising from any use of, or incidental to, the Software. Without limiting this clause or any other clause in this Agreement, SnowLake Marketing Design will not be liable for any personal injury, incidental damages, consequential losses, loss of profit or any like claims whatsoever arising from or incidental to the use of the Software by the Customer.

10.4 SnowLake Marketing Design retains rights to all source code that it develops. The customer will receive one licence to use the product as they require.

Last Revised: 30/06/2018

5. Hosting Terms + Conditions

HOSTING TERMS + CONDITIONS

You, or anyone connecting to your Service, must use your Service responsibly and in accordance with Australian law. If you engage in any conduct which could result in injury or damage to any person or property (including our network, systems and equipment) access to your Service may be restricted, suspended or terminated without prior notice.

These terms and conditions are subject to change without notice, at any time in our discretion. New Terms and Conditions are applicable from the moment they are posted on the website www.snowlakemarketing.com.au or within our client portal https://myhub.snowlakemarketing.com.au

TERMINOLOGY

  • Customer: the person or company which has entered into an agreement with SnowLake Marketing Design for supply of Services whether via our website or otherwise.
  • Service: hosting and domain registration services offered by the Service Provider and SnowLake Marketing Design that you use, and that is subject to the limitations set out in clauses 2, 3, 4, 6 and 11.
  • Users: users of the Service by the Customer.

1. Agreement

These terms and conditions are the terms on which we provide the Service to you. They apply to us and to you. These terms supersede prior agreements.

These terms also apply to every user of the Service. It is a condition of your use of the Service that:

  •  you comply with these terms and conditions;
  • you make every User aware of these terms and conditions; and
  • you ensure that every User complies with these terms and conditions.

Changes to these Terms and Conditions

These terms and conditions are subject to change as time goes by.

We will give you notice of the change and you will then be obliged to comply with the new terms and conditions as amended or cease using the Service.

Duration of this Agreement

This agreement commences on the date you sign up for the Service by:

  • Emailing your approval to host your website with SnowLake Marketing Design and/or;
  • Signing and returning a purchase order to us.
  • our obligation to provide the Service to you ceases;
  • you must not attempt to use or access the Service after the date of termination;
  • each party’s rights and obligations accrued prior to termination are not affected;
  • we may delete all of your data from any storage media; and
  • clauses 7 and 9 continue.

This agreement continues until either party terminates by 14 days notice in writing to the other party. On termination or expiry of this agreement for any reason:

If the Service Provider terminates the Service for any reason, then this agreement will terminate automatically. In that case, unless the Service Provider terminated this agreement due to failure by you or a User to comply with these terms and conditions, you will be entitled to a pro-rata refund of any pre-paid hosting fees.

 

2. Server / Network Maintenance

Scheduled Maintenance

In order to keep its servers up to date, the Service Provider will perform scheduled maintenance to servers from time to time. We reserve the right to suspend access to the server during the time required for the scheduled maintenance.

The Service Provider will attempt to perform all scheduled maintenance at off-peak time. If the maintenance period is expected to last for more than 30 minutes the Service Provider will post a notice regarding the maintenance to its announce mail list.

Unscheduled Maintenance

Unscheduled maintenance may need to be performed. During this time the server may be off-line. In this case a notice regarding the maintenance will be posted after it is done.

3. Client Data and Data Backup

Uploading Client Data

Except for intellectual property rights in the Client Data, the Service Provider and SnowLake Marketing Design will own all intellectual property rights created during the course of providing the Service.
Subject to this clause 3 and the Acceptable Use Policy, you and your Users may upload content that you wish to be part of your website, in the manner and form and at the times directed by SnowLake Marketing Design and the Service Provider from time to time.
You must ensure that all Client Data:

  • complies with any content standards set by the Service Provider or SnowLake Marketing Design from time to time;
  • complies with the Acceptable Use Policy;
  • complies with all Laws; and
  • does not infringe the intellectual property rights of any person.

the Service Provider and/or SnowLake Marketing Design may remove any Client Data it considers unsuitable.

Data Backup

It is your responsibility to maintain local copies of your web content and information. The Service Provider performs weekly snapshots of all server data and daily incremental backup of all system and Client Data. However, we strongly recommend that all users keep their own recent copy of their sites for any unforeseen events. Backups are made for server restoration purposes only. In the event of equipment failure or data corruption, you should be prepared to re-upload your data to your account.

Updates of Website Software

From time to time, the Service Provider and SnowLake Marketing Design may provide updates to the website software used to run your website. It is your responsibility to update your website to the new version of the software. If you do not update to the new version of the software, then:

  • the security of your website and Client Data may be compromised

4. Sub Domains and Account Rights

Sub Domains

The Service Provider may provide some domain names to be used as sub-domains. These domain names (and all sub-domains of these domains) will remain the property of the Service Provider .
The domain names (and all sub-domains of those domains) are provided at the Service Provider’s discretion. We make no guarantee that:

  • you will be provided with a domain name or sub-domain by the Service Provider;
  • any particular domain name is or will continue to be available for you to use; or
  • no domain name is or will be registered which conflicts with your preferred domain name or otherwise affects use of your domain name.

If any dispute arises in relation to a domain name provided by the Service Provider, then the Service Provider may withhold, suspend or cancel the domain name.
We are not liable to you or any other person for any cost, loss or liability (including loss of profit or other consequential damage) arising from the Service Provider’s supply or failure or delay in supplying these sub-domains.

Hosting Plan

At the time that you sign up for the Services, you must select a website hosting plan from those offered in your quotation. Each website hosting plan comes at a different cost, and offers a different level of service. The hosting plan you select will determine the:

  • disk space (web files, email and database);
  • maximum monthly level of traffic usage before incurring extra traffic costs;
  • number of domains, sub-domains and domain aliases;
  • mySQL databases; and
  • email mail lists,

that is included in the Services.

No Resale

You must not resell the Services without our express permission. Reselling of the Services without our express permission will bring you into breach of this agreement.

Access to Account

Access to your account using the Service includes access to:

  • your website; and
  • File Access: files stored on the website/hosting account, via the Joomla Media Manager.

The Service does not include access to the Service Provider’s hosting account.

You can obtain access to your account through the username and password that we assign to you. It is your responsibility to maintain the confidentiality of your username, password and other account information.

Technical Support and Other Additional Services

The Fees include the provision of normal web hosting and server maintenance services.

At your request, we may carry out Additional Services for you, for example:

  • technical support for application specific issues, such as PHP, html or script installation

You must pay for all Additional Services that you request at our then current Professional Rates.

Suspension or Termination of Account

We may monitor your account and the conduct of your account (but we have no responsibility to do so) to determine whether you and all Users are complying with this agreement.

We reserve the right to suspend your account, or terminate your account with immediate effect without notice, if:

  • we believe that your use of the Service may be in breach of any law;
  • we believe that you or a User has committed a breach of this agreement;
  • we believe that your use of the Service may compromise or have an adverse effect on our systems or networks, or the Service Provider’s systems or networks; or
  • the Service Provider suspends or terminates your account.

If we believe that your use of the Service may be in breach of any law, then we may notify the relevant authorities, and provide them with relevant information as appears appropriate in the circumstances.

You agree that you will have no claim against the Service Provider or SnowLake Marketing Design in respect of any action reasonably taken by us or the Service Provider under this clause 4, and you indemnify the Service Provider and SnowLake Marketing Design against any claim by a User arising out of the same.

5. Payment

Billing

At the commencement of this agreement, the following billing method is implemented:

  • annual billing for the hosting fees applicable to your Hosting Plan;.

You must pay all Service charges, minimum charges and other amounts incurred by you or any User or incurred as a result of any use of your password (whether authorised or not) in accordance with the billing option you selected.

Fees

You are liable to pay the following fees:

  • the setup fee (if any) that we advise you of at the commencement of the agreement;
  • fees for Excess Traffic Usage (if any) for each month, and
  • fees for Excess Storage (if any) for each month,
  • fees for Additional Services (eg: domains, SSL Certificates etc. If any) that you request us to perform,

collectively, the Fees.

The hosting fees are charged annually one period in advance. The Fees are exclusive of any registration or delegation charges imposed by domain name authorities or your ISP.

The fees for Excess Traffic Usage and Additional Services are charged at the end of the month for the previous month, unless other arrangements are made in writing with SnowLake Marketing Design.

At the time of purchase, the client will pay the setup fee (if applicable) and prepay a recurring amount for the selected hosting period. Charges for Excess Traffic Usage (web, ftp and mail) and Additional Services will be billed retrospectively, for the previous month.

Changes to Fees

Our current Fees are set out in your quotation. They will apply to you for the duration of the billing period.

We reserve the right to change our Fees. If we change our Fees, then we will provide you with notice of the changed Fees through the SnowLake Marketing Design website, or email to clients. The new fees will apply from the date that your pre-paid billing period expires.

Invoicing

Your invoice will be sent to you at the time the payment is due. You must pay as indicated on the invoice sent to you from SnowLake Marketing Design.

We reserve the right to immediately terminate the Service if payment is not received timely.

The Service Provider and SnowLake Marketing Design are not responsible for data integrity on accounts suspended for non-payment.

GST

SnowLake Marketing Design, at present, is not registered to GST.

If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the fees or other charges (as the case may be) at the GST rate prevailing at the relevant time. We reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

6. Limitations of Services

You acknowledge that, due to the inherent risks of the internet, and of computer-based networks and systems:

  • the services provided under this agreement will not be uninterrupted or error free;
  • the services may not meet your requirements; and
  • your data may not be secure or protected from loss or corruption, and data loss or corruption may occur due to delays, service interruptions or other reasons.

7. Liability

7.1 If you are not a consumer:

  1. our liability to you for any Loss, however caused (including by our negligence), that you suffer or incur in connection with the Service or this Agreement, whether or not you were aware of the possibility of such Losses to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;
  2. the maximum amount you may claim from us for Losses suffered or incurred by you in connection with this agreement is limited to the aggregate amount of fees which you have paid us at any time, less any amounts already paid out or due to be paid out by us to you for any reason;
  3. we are not liable for any indirect or consequential losses, or any loss of revenue, loss of profit, loss of business opportunity, or payment of liquidated sums, penalties or damages under any agreement) sustained by the you or any other person arising from or in connection with the Service or this agreement;
  4. we are not liable for any Losses you suffer or incur by or in connection with the Service or this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party; and
  5. we are not liable for any Losses you suffer or incur due to factors outside our reasonable control.

7.2 If you are a consumer, our liability to you for failure to apply with any applicable consumer guarantee is limited to (at our election):

  1. in relation to goods:
    • replacing the goods or supplying equivalent goods (or paying the cost of either); or
    • repairing the goods, or paying the cost of having the goods repaired;
  2. in relation to services:
    • resupplying the services to you; or
    • paying the cost of having the services resupplied.

7.3 If you are a consumer, our liability to you for all losses, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable consumer guarantee, is limited to as set out in clause 7.1 above. 

7.4 Clause 7.2 and 7.3 DO NOT Apply:

  1. in relation to a Title Guarantee;
  2. to the extent that it is not Fair or Reasonable for us to rely on them; or
  3. in relation to Consumer Goods or Consumer Services we supply to you.

7.5 Any condition or warranty which would be implied by lay as a term of this agreement is excluded.

8. You agree to abide by the Service Provider’s Acceptable Use Policy.

You are solely responsible for dealing with persons who access the Client Data, and must not refer complaints or inquiries in relation to such data to us.

You must, and you must ensure that any User does, comply with the Acceptable Use Policy at all times in relation to the Service.

The Service Provider reserves the right to immediately discontinue service to any subscriber it deems, in its sole discretion, violates any condition of service including the Acceptable Use Policy, and these terms and conditions. We are not liable for any Losses that you suffer as a result of any such discontinuation.

9. You indemnify us

The Client agrees to indemnify and hold harmless the Service Provider and SnowLake Marketing Design and the employees and agents of the Service Provider and SnowLake Marketing Design (together, “Indemnified Parties”) against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to this Agreement or Subscriber’s use of the Services and Products, and will reimburse each Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

This clause 9 does not apply:

  • if you are a Consumer, in relation to any Losses that arise from our breach of a Consumer Guarantee or Title Guarantee;
  • in relation to Consumer Goods or Consumer Services we supply to you; or
  • to the extent that it is not Fair or Reasonable for us to rely on it.

Governing Law

This agreement and the transactions contemplated by this agreement are governed by the law of Victoria, Australia.

Acceptable Use Policy

This is the Service Provider’s Web Hosting Acceptable Use Policy. It applies to all Customers and all Users.

This Acceptable Use Policy may change if:

  • the Service Provider changes it; or
  • the Service Provider changes and a new Service Provider begins providing the Service.
  • the Service Provider or SnowLake Marketing Design will notify you of the change through the website or by email to clients, or both;
  • the new Acceptable Use Policy will apply from the date that we or the Service Provider notifies you of it; and

If the Acceptable Use Policy changes:

If you disagree with the new Acceptable Use Policy, you may terminate this agreement by providing 14 days’ notice to SnowLake Marketing Design as set out in clause 1.

General

The Service Provider and SnowLake Marketing Design are not responsible for the content of traffic:

  • We exercise no supervision or control whatsoever over the content of the information passing through our network.
  • We accept no responsibility for the consequences of unauthorised breach of our system security such as hacking or denial of service attacks.

You are responsible for use of your account. If you permit others to use our service, you are responsible for making users of the service aware of this policy and obtaining compliance of your users with this policy.

Account Use

You may use the service for the purpose of web site hosting so long as such use is legal and does not constitute an unacceptable use.

The Service Provider does NOT allow ADULT material of any kind. Adult material includes nudity, porn, etc. Links to other web sites containing adult material are NOT permitted either. The Service Provider reserves full right to suspend any account that does not comply with this guideline.

You may not use the Service for any purpose that violates local, State, Federal or international laws.

You may not use the Service for spamming (sending unsolicited advertising to those with which the customer has no existing business relationship, posting off-topic advertising in newsgroups); spoofing (using a return email address which is not the valid reply address of the sender or sending an email message which does not contain enough information to enable the recipient to identify the party who is really sending the message), generating extremely high volumes of outgoing mail than a normal user, and subscribing someone else to an electronic mailing list without that person’s permission.

The Service Provider’s services may not be used as a conduit of spam, or for transit of spam, or for activities relating to the propagation of spam or benefiting thereof. The Service Provider remains the final arbitrator of what is or is not considered spam on the Service Provider’s network.

Distribution of mass emailing programs is also prohibited. All recipients on a mailing list must have personally subscribed. Mailing lists may not be used to distribute unsolicited email.

You may not abuse our server resources. Running programs in the background on our server without our prior written authorization, or running chat rooms, Internet Relay Chat, IRC bots, and the like are not acceptable uses of the Service Provider’s servers. In addition any domain that exceeds reasonable bandwidth usage can be terminated without prior notice.

You may not use the Service Provider’s servers for development purposes. The Client’s web site must be fully developed and tested before it can be moved to our servers. If we find excessive number of errors in the web log files of your account, we reserve the right to suspend your account without prior notice until your web site is debugged.

You may not use your the Service Provider hosting account as a download repository. If you plan to offer files, other than web page files, for downloading, including music and video files, you must negotiate the terms with the Service Provider. We reserve the right to suspend such accounts without prior notice.

You may not use your account for hacking/cracking. We reserve the right to report illegal activities to any and all regulatory, administrative, and/or governmental authorities for prosecution.

The Customer is responsible for all activity originating from the account unless proven to be a victim of outside hacking or address forgery. The Customer is responsible for securing their username/password.

We may monitor your account but will respect your privacy. We may monitor the conduct of your account to determine whether this policy is being followed.

We may suspend or terminate your account and/or notify the authorities. If we believe that your use of the service may break the law or that you have not complied with this policy we may warn you by email (but we are not obliged to do so); suspend your access to the service; terminate your account without notice; and/or notify and provide relevant information to the authorities, as appears appropriate in the circumstances.

You agree that you will have no claim against the Service Provider or SnowLake Marketing Design in respect of any action reasonably taken by the Service Provider in its implementation of the terms of this Acceptable Use Policy, and you indemnify the Service Provider and SnowLake Marketing Design against any claim by a User arising out of the same.

10. General

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

This agreement does not create a relationship of employment, agency or partnership between the parties.

We may subcontract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

11. Dictionary

Acceptable Use Policy means the Service Provider’s acceptable use policy set out in clause 11, as amended from time to time in accordance with clause 11.

Additional Services means web-based services that are not included in our normal web hosting and server maintenance services.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA).

Client Data means all information, files or data uploaded by the Customer via the Service to the Service Provider’s servers.

Consumer has the same meaning as in section 3 of the Australian Consumer Law.

Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Consumer Services means “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.

Customer, you or your means the person or organisation which has entered into an agreement with Amazon Web Services and SnowLake Marketing Design for supply of Services whether via our website or otherwise.

SnowLake Marketing Design, we or us means SnowLake Marketing Design ABN  27 132 253 317 of  19 Highton Lane Mansfield Victoria, Australia.

Excess Traffic Usage means the traffic usage (if any) in excess of the monthly traffic limit included in your Hosting Plan.

Fees is defined in clause 5.

Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.

Hosting Plan means the website hosting plan, described in your quotation that you select in accordance with clause 4.

Laws means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments, determinations and statutory licence conditions.

Professional Rates means our fees for performing web-based services, as set out in your quotation, or as we otherwise advise you at the time that you request Additional Services.

Service means website hosting and domain registration services offered by the Service Provider and SnowLake Marketing Design that you use, and that are:

  • subject to the limitations set out in clauses 2, 3, 4, 6 and 11; and
  • described in more detail in your quotation, according to your Hosting Plan.

Service Provider means the organisation that provides website hosting and domain registration services that you use via the Service.

That organisation may be GoDaddy Australia, or another organisation nominated by us.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

User: a person who uses the Service with the Customer’s knowledge, authorisation or permission.

6. Branding Terms + Conditions

BRANDING TERMS and CONDITIONS

These are the terms and conditions on which SnowLake Marketing Design will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Project. They set out our professional services and what you can expect from us. Please read them carefully.

1. Engagement

You may engage us to carry out a Project for you by:

(a) Signing and returning a Purchase Order to us;

(b) Accepting a Quote in writing; or

(c) Giving us written, emailed or verbal authorisation to commence a Project.Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The Project will commence when we accept the engagement.

2. Quotes and Estimates

If we provide, or have provided, you with a Quote for the Project, then that Quote:

(a) Is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;

(b) Does not include GST; and

(c) Is valid for a period of 30 days from the date we issue the Quote.

3. Content and Materials Supplied by You

(a) You must supply to us all content & images you want us to use in the Project, and all other content and materials we reasonably request (Client Content). You must supply all Client Content at or before the commencement of the Project.

(b) You must supply all Client Content in the following digital formats:

Text/Tables/Copy: Microsoft Word or Microsoft Excel (in correct order);

Images: High resolution (300dpi TIFF or JPEG files);

Logos: Vector format (Illustrator EPS/AI)

Diagrams/Maps: Vector format (Illustrator EPS/AI). We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.

(c) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:

Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or

Compromise the security or operation of our computer systems, through a virus or otherwise.

(d) You indemnify, and agree to keep SnowLake Marketing Design, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

4. Purchase of Images

(a) The Fees do not include any searches or purchases of photo images, audio or video.

(b) You can purchase images directly, or we can purchase photo images, audio or video on your behalf. We may charge Additional Costs in respect of such purchases. We will attempt to advise you of the expected Additional Costs before purchasing the photo images, audio or video.

5. Scheduling and Production

(a) If we consider it to be necessary, we will develop production schedules for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with those production schedules.

(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:

The delivery deadline changing; or

If the delivery deadline cannot be moved, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

6. Corrections and Alterations

(a) The Fees include provision for two sets of alterations by you to the artwork drafts we provide, which will result in us supplying two complete artwork drafts back to you.

(b) If you request further alterations, or the addition of new information after the second draft, resulting in any further drafts being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.

(c) The alterations referred to in paragraph (a) do not include a change to the Specifications. If there are any changes to theSpecifications after the Project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.

(d) Where possible, we will attempt to provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, this will not be possible and we may proceed with the work without providing an estimate.

7. Sign-off

(a) When we provide you with complete artwork drafts, and you do not request any further alterations, then you must notify us in writing that you accept the completed work.

(b) You will be deemed to have accepted the completed work if we do not receive from you, within [28] days after providing you with a completed artwork draft, either notice in writing of acceptance or requests for further amendments.

(c) Your acceptance of the artwork in accordance with paragraph (a) or (b) means that the Project is complete, and no further amendments are necessary.

8. Archiving / Retrieval

We will endeavour to store or archive all electronic files. However, we provide no guarantee that any stored or archived file scan be retrieved in the future.

9. Couriers and Disbursements

Couriers and disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to, couriers, colour and mono laser copies, binding, presentation folders, CDs and DVDs, laminating etc as set out in the table below.

Item Rate (excluding GST)

Printouts/Copies (80-160gsm)

A4 Colour/Mono $2 each / per side

A3 Colour/Mono $4 each / per side

Non-standard Paper Stock Weights POA

Printouts/Copies (250gsm)

A3 Colour/Mono $5.50 each / per side

Non-standard Paper Stock Weights POA

ScansColour/Mono POA

Couriers Perth Metro Market price

Perth Regional/Interstate/International POA

Collation of Files

Prepare CD/Zipped for email/Upload to ftp Hourly rate

CD Rom of files $5 each

DVD of files $5 each

Secretarial services $65 per hour

10. Professional Liability

(a) If you are not a Consumer:

Our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;

The maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time, less any amounts already paid out or due to be paid out by us to you for any reason; and

We are not liable for any

Indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or

Payment of liquidated sums, penalties or damages under any agreement sustained by you or any other

Person arising from or in connection with the Project or this agreement;

Loss you suffer or incur by in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party; or

Loss you suffer or incur due to factors outside our reasonable control.

(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):

In relation to goods:

Replacing the goods or supplying equivalent goods (or paying the cost of either); or

Repairing the goods, or paying the cost of having the goods repaired;

In relation to services:

Resupplying the services to you; or

Paying the cost of having the services re-supplied.

(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.

(d) Paragraphs (b) and (c) do not apply:

In relation to a Title Guarantee;

To the extent that it is not Fair or Reasonable for us to rely on them; or

In relation to Consumer Goods or Consumer Services we supply to you.

(e) Any condition or warranty which would be implied by law as a term of this agreement is excluded.

11. Intellectual Property and supply of Raw / Editable files

(a) All Artwork, and all other designs, artwork and materials used in the design and production of goods or works in the course of the Project, remain our property. All Intellectual Property Rights in them and any other Intellectual Property Rights created in the course of the Project vest in, or will upon their creation vest in, SnowLake Marketing Design.

(b) We grant you a non-transferable, non-exclusive licence to use and reproduce the Artwork, subject to the restrictions set out in paragraph (c).

(c) You must not, without our prior written permission:

Modify or vary the Artwork in any way;

Adapt, create derivative works from or merge the Artwork;

Use the Artwork for any purpose other than the specific purpose or campaign for which we have provided it;

Reverse engineer, disassemble or decompile the Artwork;

Distribute, lend, resell, transfer, assign or sub licence the Artwork, or allow any other person to use it; and

Remove or attempt to remove any proprietary or copyright notices or any labels on the Artwork.

(d) If you want to modify or adapt the Artwork, or use it for purposes other than the original purpose for which we provided it, then you must purchase from us the raw / editable files for the Artwork. The supply of raw / editable files is at our discretion. If you request, and we agree to supply raw / editable files, you must pay Additional Costs to us for those raw / editable files as we advise. These Additional Costs may be based upon a percentage of the original Quote or a retrieval and release fee.

(e) Type fonts remain the property of SnowLake Marketing Design or its licensors at all times and are governed under licensing restrictions and rules.

(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.

12. Confidentiality

(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, anyConfidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.

(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.

(c) The Party required to disclose the other Party’s Confidential Information as set out in paragraph (b) must:

Provide a reasonable amount of notice to the other Party of the proposed disclosure;

Consult with the other Party as to the form of the disclosure; and

Take all reasonable steps to maintain such Confidential Information in confidence.

(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

13. Calculation of Fees

(a) If the Fees are not specified (in a Purchase Order, Quote or otherwise) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.

(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.

(c) Travel time is not included in our quotations as SnowLake Marketing Design’s office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location a standard 1 hour travel fee will apply at our hourly rate.

(d) Our standard quotation allows for 2 meetings (i) pre project commencement design brief and discussion and (ii) presentation of initial design concepts. Additional meetings outside of this scope will be charged at the hourly rate of those attending.

14. Payment and Invoicing

(a) You must pay the Fees and Additional Costs to us within 14 days after the date on which we issue you an invoice for thoseFees and Additional Costs in accordance with this clause 14.

(b) If the Fees exceed $1,000 + GST, we may issue invoices for:

40% of Fees on delivery of Design Concepts to you;

60% of Fees upon delivery of Artwork Draft 2 to you; and

all Additional Costs upon completion / delivery of job to you, and we reserve the right to issue a “Work in Progress ”invoice at the end of each calendar month for the Fees and Approved Expenses incurred up to the date of the invoice if the Project has been active for over 30 days and has stalled, been placed on hold or delayed by you.

(c) For totals greater than $5,000; Payment terms are 50% on acceptance of the quote, 40% after half the work is completed and final 10% upon completion.

15. GST

(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.

(c) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

(d) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

16. Duration of agreement and its termination

(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 16.

(b) A party may terminate this agreement by notice in writing to the other party if:

The other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;

The other party commits a material breach of this agreement that is not capable of remedy (including a breach of clause 11 or clause 12); or

The other Party becomes Insolvent.

(c) We may terminate this agreement if:

You do not provide any information or materials requested within a reasonable time after being asked to do so; or

We consider that mutual confidence and trust no longer exist.

(d) Upon termination of this agreement under paragraph (b) or (c):

Our obligation to carry out the Project ceases;

Each party’s rights and obligations accrued prior to termination are not affected;

The licence granted in clause 11(b) ceases; and

Each party must immediately return to the other party (or destroy or delete as the other party directs) all ConfidentialInformation of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record keeping obligations; and

Except as provided in this paragraph (d), clauses 3(c), 3(d), 10, 11, 12, 17 and 18 will continue.

17. General

(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

(b) This agreement does not create a relationship of employment, agency or partnership between the parties.

(c) We may subcontract our obligations under this agreement.

(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

(f) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.

18. Interpretation

In this agreement:

(a) A reference to “this agreement ” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);

(b) Headings and bold type are for convenience only and do not affect the interpretation of these terms;

(c) The singular includes the plural and the plural includes the singular;

(d) Words of any gender include all genders;

(e) Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;

(f) An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;

(g) A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;

(h) A reference to a party to a document includes that party’s successors and permitted assignees;

(i) A promise on the part of 2 or more persons binds them jointly and severally;

(j) No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

(k) Specifying anything in this agreement after the words “include ” or “for example ” or similar expressions does not limit what else is included.

19. Dictionary

Additional Costs means all additional costs that we are permitted to charge you under this agreement.

Artwork means the artwork and designs we prepare for you in the course of the Project.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA).

SnowLake Marketing Design,  we or us means SnowLake Marketing Design ABN  ABN  27 132 253 317 of  19 Highton Lane Mansfield Victoria, Australia.

Claim means a demand, action or proceeding of any nature whether actual or threatened.

Client, you or your means, in relation to any work that we do for you:

(a) The person named as the client in the Purchase Order;

(b) If there is no purchase order, then the person named as the client in the Quote; or

(c) If there is no Quote, then the person for whom we are undertaking the project.

Client Content is defined in clause 3(a)

Confidential Information of a party:

(a) Means any information:

Regarding that party’s business or affairs;

Regarding that party’s customers, employees, or other people doing business with that party;

Which is by its nature confidential;

Which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or

Which the other party knows or ought to know is confidential;

(b) Includes without limitation (unless excluded under paragraph (c)) that party’s Intellectual Property Rights and these terms and conditions; but

(c) Does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer has the same meaning as in section 3 of the Australian Consumer Law.

Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption ” as that expression is used in section 3 of the Australian Consumer Law.

Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law,(including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Consumer Services means “services of a kind ordinarily acquired for personal, household or domestic use or consumption ” as that expression is used in section 3 of the Australian Consumer Law.

Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.

Fees means, in respect of a Project:

(a) The fees payable to us for the Project as set out in a Purchase Order or Quote; or

(b) If no fees are specified, fees for all work we do in the course of the Project calculated in accordance with clause 13.GST means a goods or services tax or similar tax levied in Australia.

Insolvent, in relation to a party, means that:

(a) The party has ceased or taken steps to cease to conduct its business in the normal manner;

(b) The party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;

(c) The party is unable to pay its debts when they are due;

(d) A liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;

(e) An application or order is made or a resolution is passed for the winding up of the party; or

(f) An event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:

(a) Copyright, patents, trade marks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and

(b) Any application or right to apply for registration of any of the rights referred to in (a).

Loss means

(a) Any liability, cost, expense, loss, personal injury (including illness), death or damage; and

(b) In relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.

Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia. Project means, in relation to any work that we do for you:

(a) The project described in a Purchase Order;

(b) If there is no Purchase Order, the project described in a Quote;

(c) If there is no Quote, then the project described in the Specifications; or

(d) If there are no Specifications, then the work that you have asked us to do.

Purchase Order means a document issued (in writing or electronically) by us to you that sets out:

(a) The services that we will provided to you;

(b) The estimated times within which those services will be provided; and

(c) The fees payable to us for those services.

Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.

Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.

Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.

WEB CARE PLAN TERMS + CONDITIONS

AUTHORISATION:

You are engaging SnowLake Marketing Design, as an independent contractor to perform work as described in the package(s) or service(s) you have purchased. In the event access to your website is necessary, you hereby authorise SnowLake Marketing Design access and “write permissions” to all directories and files of your account with any other third party hosting provider, as well as permission to install any necessary WordPress plugins for maintenance and security.

COPYRIGHT:

SnowLake Marketing Design does not assume any responsibility or liability for the content of the websites it manages, maintains and/or hosts.

PRICING & PAYMENTS:

All prices appearing on this site are subject to change without notice. Once a client of SnowLake Marketing Design, you authorise SnowLake Marketing Design to charge the payment method you submitted for all the invoices generated for the services rendered by SnowLake Marketing Design. In order to cancel your recurring payment or change payment method, simply contact SnowLake Marketing Design prior to your payment’s due date.

CANCELLATIONS & REFUNDS:

Cancellation of any monthly recurring service can occur at anytime after your first 1 month (30 days) of service.

No Refunds are available after your purchased package or service has been started, unless otherwise specified in any authorised by SnowLake Marketing Design.

REFUSAL OF SERVICE:

With a WordPress based website, client will independently edit or update his or her web pages after completion of the site, unless otherwise agreed upon in this agreement by client and SnowLake Marketing Design.

If anyone other than SnowLake Marketing Design or its subcontractors attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of $100 per hour. There is a one-hour minimum.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES:

Although there are limitations to the guarantees we can provide, your satisfaction is very important to us. Please read and understand our limits of liability before ordering services.

SnowLake Marketing Design does not guarantee, represent, or warrant that the functions contained in these webpages or the Internet website will meet the client’s requirements or that the operation of the web pages will be uninterrupted or error-free.

You expressly agree that your use of, or inability to use, the functions contained in these webpages or the Internet website is at your sole risk. The functions of the webpages and the Internet website created for you are provided “as is” and “as available” for your use, without warranties of any kind. The entire risk as to the quality and performance of the webpages and website is with client.

To the extent not prohibited by law, in no event will SnowLake Marketing Design be liable to the client or any third party for any damages, including, but not limited to, any lost profits, lost savings, loss of data, business interruption, or incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, however caused, even if SnowLake Marketing Design has been advised of the possibility of such damages.

SnowLake Marketing Design does not represent, guarantee or warrant that the functions contained in these webpages or Internet website will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, and SnowLake Marketing Design disclaims any liability relating thereto.

This Work Statement Agreement is governed by the laws of Victoria, Australia without giving effect to its conflict of laws provision. You expressly agree that exclusive jurisdiction for any claim or dispute with SnowLake Marketing Design or relating in any way to your use of the created web pages or Internet website resides in the courts of the State of Victoria, Australia.

ACCEPTANCE:

Please note that by submitting your payment, you are agreeing to all of our terms of service as they are written here. SnowLake Marketing Design reserves the right to change or update these terms at any time without prior notice. The user of this site agrees to the terms of this agreement on behalf of his or her organisation or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.

Please contact us with any questions regarding the SnowLake Marketing Design terms of service by email.