Quantum's Standard Terms and Conditions
The information contained in every Quantum Proposal is provided under the following terms and conditions:
1. These terms and conditions not only relate to this proposal but also extend to any future projects or orders we undertake for you. If our standard terms & conditions change in the future we will advise you accordingly.
2. This proposal has been prepared by Quantum Digital Pty Ltd (“Quantum”, “we”) and Quantum disclaims any and all responsibility and liability for the information or strategies proposed herein.
3. This Proposal is made available to you for the purpose of providing you with services and delivery of marketing and/or eBusiness solutions and remains open for 30 days.
4. Quantum, and their respective directors, officers, employees, agents and consultants shall have no liability including to any person by reason of negligence or negligent misstatement for statements, opinions, information or matters (express or implied) arising out of, contained in or derived from or for any omissions related to this proposal and/or the strategies delivered hereunder, except where liability under statute cannot be excluded.
5. This Proposal may contain projections based on certain intentions, expectations and plans for you. Those intentions, expectations and plans may not be achieved. They are based on certain assumptions which may not be met or on which views may differ. The performance of this proposal as described herein may be influenced by factors many of which are outside the control of Quantum. No representation or warranty, express or implied, is made by Quantum or any of its representatives, directors, officers, employees, agents and consultants that any intentions, expectations, plans, or projections will be achieved either totally or partially.
6. This proposal is copyright and you will not copy, distribute or disclose it, in whole or in part, to others at any time without the prior written consent of Quantum. The strategies and information contained in this proposal is the sole propriety of Quantum.
7. Your acceptance of the “Order Approval” creates a legally binding agreement between us to deliver the requested works to you subject to your orders/briefs at the price and on the terms quoted.
8. Any changes to your orders/briefs may result in time and fee changes, which we will notify to you upon request.
9. Satisfaction and delivery guaranteed means that Quantum will deliver on time at the agreed cost. Should the delivery time needed to be extended due to unforeseen circumstances, Quantum reserve the right to warn the client and provide a new timeline that both parties agreed on.
10. Any intellectual property created as a consequence of your orders will become your property upon full and final payment, such as logos, slogans, text, business and marketing plans, copywriting.
11. Despite clause 10, we retain any and all rights in any Retained IP that is delivered in conjunction with your orders, including but not limited to the source code of the Technology. You are granted a non-exclusive non-transferable license to use the Retained IP for the duration of your order and the timely payment of invoices.
12. We agree to:
a. Deliver your orders as instructed by you in a timely manner;
b. Fix any errors or omissions in any of the works that we provide to you;
c. Respect the confidential nature of your sensitive business information and data;
d. Keep you informed of the status of the project.
13. You agree to:
a. Provide timely instructions, content and feedback when requested in order to complete your orders;
b. Pay deposits within 48 hours of signing a quotation/order;
c. Pay invoices at delivery of the project or the service;
d. Pay the balance of each item of your orders as they are delivered to you on our staging server, in person, in print or in any other agreed format/media;
e. Provide us with adequate releases of all works delivered and accepted by you;
f. Permit us to promote the fact that you are one of our clients and that we have delivered the relevant services to you, including the following hyperlinked credit at the bottom of any online work: “Powered or Design by Quantum Digital”
14. Clients use of the Host Server is subject to the Host Server:
a. Service Agreement;
b. Acceptable Use Policy;
d. Anti-Spam Policy;
as contained on the website http://www.quantumdigital.com.au/legals.html
15. There are no warranties or guarantees, expressed or implied, made by Quantum to you with respect to this proposal or your orders as expressly set forth herein and neither we will make any warranties or guarantees to you except as expressly agreed in writing by Quantum.
16. Quantum will not be liable to you on account of any alleged warranty, express or implied, except to the extent and in the manner set forth herein.
17. Nothing contained herein will be taken to exclude restrict or modify or to purport to exclude restrict or modify the application of any provisions contained in Part V Division 2 of the Trade Practices Act 1974 or any other consumer protection legislation, the exercise of any of the rights conferred by any such provision or the liability of Quantum for breach of any warranty or condition implied by such provision. However, if Quantum breaches any such warranty or condition, its liability for breach will be limited (where permissible by the Trade Practices Act and any other relevant consumer protection legislation) to:
a. in the case of the supply of goods: the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired - whichever Quantum sees fit to provide; and
b. in the case of the provision of services: the supplying of the services again, or the payment of the cost of having the services supplied again - whichever Quantum sees fit to provide.
The following terms are defined as follows:
18. “Technology” includes:
a. Email Marketing;
c. Content Management;
d. Any other applications provided by us or our contractors to you under an application service provider (“ASP”) delivery model.
19. “Retained IP” means
a. Any intellectual property that, in isolation, is either previously existing, previously developed by us or our contractors, generic in nature, licensed to us or our contractors for reuse or freely available in the public domain, including reusable code, scripts, libraries, stock art, etc; and
b. Any deliverables, including draft designs, logos, works that are not accepted or paid for by Client.