Terms & ConditionsThese Terms & Conditions ("Terms & Conditions") govern the engagement of the Client ("you") and 3Si to provide any Goods and / or Services ("Goods, "Work", Services") as well as access to and use of the 3Si website (the "Site") and any information, text, graphics, or other materials appearing on the Site (the "Content") or that remain the property of 3Si as outlined in the following Terms & Conditions.
Your access to and use of the Site, Content, and/or Services are expressly conditioned on your compliance with these Terms & Conditions. By accessing or using the Site, Content or Services, you agree to be bound by these Terms & Conditions.
Definitions"3Si" means any person acting on behalf of and with the authority of the business trading as 3Si Pty. Ltd.
"You" means the client who shall be liable for all payments for Work, Goods or Services rendered and shall hold the authority to approve any Quotation, Approval or other documentation required for the continuation of the Work.
"Goods" includes but is not restricted to hardware and software, data files and other related material.
"Services" includes but is not restricted to, supplying quotations, concept design, layouts, drawings & sketches, research, site visitation, web design, copywriting, coding, consultations, application development and referrals.
Modification of Terms & ConditionsYou acknowledge and agree that 3Si may revise these Terms & Conditions from time to time. By continuing to access or use the Site, Content or Services after 3Si makes any such revision, you agree to be bound by the revised Terms & Conditions.
Work Schedule3Si shall use commercially reasonable efforts to ensure the Work is carried out in a timely fashion and in accordance with any timeframe outlined within the Quotation. Such timeframes are indications only however and should not be accepted explicitly or as a guarantee of delivery. 3Si shall not be held responsible for any losses incurred from the failure to meet such timeframes, as outlined within the quote or any other documentation.
You understand that delays on your part or that of suppliers may delay performance of 3Si duties, and 3Si time to perform shall be extended if such delays occur. In addition, if either party hereto is unable to perform any of its obligations hereunder by reason of fire or other casualty, strike, act or order of a public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the duress of such cause.
QuotationsAny Scope of Work, Written Proposal, Quotation or outline of Fees for Work undertaken by 3Si remains the property of 3Si. The contents of such documentation shall not be disclosed to any third parties and shall not be used for the commercial benefit of any party other than 3Si.
Unless otherwise stated, all quotes are in accordance with the pricing outlined within the 3sisecure.com site. Should the proposal or brief change due to additional services being required or variations in production costs, a new quote will be issued in accordance with the additional expenses.
Any expense incurred that is necessary in the completion of the Work, such as production costs, stock photography and other associated costs, may be subject to change and 3Si reserves the right to alter such costs when necessary.
In the case of exchange rate calculations, a currency conversion will be calculated at time of purchase and shall be charged as "actual cost to 3Si". If a quote is to be issued to an overseas party for Work then 3Si reserves the right to establish a Fee based on a fixed rate of exchange at time of quotation in order to alleviate any fluctuation in derived income from the Work provided.
Items of Work may be listed and costed separately within the quote however the removal or addition of items may not constitute a direct change in pricing and may affect the costing of other items. Should items require revision, a new quote will be issued in accordance with the Scope of Work.
3Si Creation, Hosting & Maintenance3Si will not be responsible for any training of software unless otherwise noted within the quote. Should any alterations be required – re-design, content changes, image alterations, corrections of errors caused by you or third parties, inclusions or exclusions of any kind not already present – these items will be considered Maintenance and will be billed according to the "Payment" clause outlined herein.
Registration and PasswordsSome Services or areas of the Site may require you to register as a Client or user. If you choose to register, you must submit a valid e-mail address and select a username and password during the registration process. You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify 3Si of any unauthorized use of your password. 3Si reserves the right to refuse providing Services or access to the Site to any user, or to delete accounts created by users who appropriate the name, likeness, email address or other personally identifiable information of another individual.
PaymentYou agree to pay 3Si on the following basis:
Payment will be required before any commencement of work is to begin. Payment being made on final instalment will be required immediately from date of invoice subject to the above approval conditions and payment will be required according to the conditions below.
Unless prior arrangements are made with 3Si in writing, payment ("Fee") will be required on the fifth (5th) day of the following month from date of invoice. You will have fourteen (14) days within which to pay the invoice otherwise 3Si reserves the right to charge late payment fees of one percent (1%) calculated and accumulated daily. These Fees shall be issued separately once the initial invoice has been settled and you will be required to pay immediately. Should you fail to pay these late payment fees on issue the charges will continue to accumulate in accordance with the one percent (1%) accrual based on the initial invoice.
Until all payments have been made in full and all contractual agreements satisfied all Work shall remain the property of 3Si.
Work shall only be taken "live" and made available to you once full payment has been made, all contractual agreements have been satisfied and in the case of external hosting, your hosting provider and domain name registration has been paid in full.
Payment may be made to 3Si in the form of cheque, bank cheque, credit card payment, cash or direct deposit. However, until such funds have been cleared and honoured payment will be considered to remain outstanding and all Work shall remain the property of 3Si.
Where the transaction of Goods & Services rendered is outside of Australia, full payment will be required within sixty (60) days from the date of invoice. If full payment is not made, in addition to accruing penalties up to that point, an additional 10% of project costs will be incurred in order to compensate for the GST component incurred by the Australian government.
Should partial payment be required for the project in question and the account is in arrears, work on the project will cease until payment has been made unless alternative arrangements have been made with 3Si. Cessation of Work in progress does not constitute reason or failure on your part to settle the account in question.
Should you fail to pay any account in arrears 3Si is indemnified from any and all legal and debt collection agency costs involved in procuring the overdue amount.
If you are a Pty. Ltd. Company or liability of the company falls with a Trust, the Directors or Trustee of the Trust agree to personally guarantee the debts of the Company or Trust.
If 3Si is held as liable for any defects of Work carried out or supply of Goods, liability will only extend as far as replacing or repairing the Goods or Service
Goods and DeliveryAt the sole discretion of 3Si, "Delivery of the Goods" shall include, but not be excluded to; transfer or delivery of files, 3Si taking possession of Goods at a nominated address by you, your taking possession of the Goods at an address nominated by 3Si.
Any expense involved in the Delivery of Goods in accordance with the aforementioned articles will remain your responsibility and 3Si shall charge accordingly as an additional expense. 3Si shall not be held responsible for the loss or damage of any such articles in the transfer of such Goods.
Within five (5) days of the delivery of such Goods it is agreed that you shall inspect the Goods to be free from any defects, shortage in quantity or damage. Should no reasonable notice be given to 3Si within the five (5) days then the Goods will be presumed to be free from any defect.
Should the Goods be considered to be defective by you, 3Si will be allowed the opportunity to inspect the Goods within a reasonable timeframe following Delivery of the Goods. Should 3Si agree in writing that the Goods are defective and are free from any tampering or fair wear and tear, 3Si will be limited to replacing or repairing the Goods in question and will not be liable for any loss or damage incurred from the failure of the Client to procure the Goods.
Until payment is made in full for the Goods you shall keep the Goods separate and identifiable and upon written notice from 3Si shall return the Goods on request to a nominated address upon which all ownership of the Goods by the Client shall cease.
Should you procure the Goods and full payment has not been made, 3Si has the right to enter the Client’s premises, whether owned or occupied, and take possession of the Goods.
Until full payment is made, any proceeds from the sale of the Goods or any service or product derived from the use of the Goods shall remain the property of 3Si and shall be delivered intact and in original condition to 3Si at their immediate request.
Limitation of LiabilityWhile 3Si makes all reasonable commercial efforts to ensure its work is without fault, it remains your responsibility to check all work for defects and faults prior to signed approval. 3Si assumes no responsibility for any loss, damage or additional expense arising from changes made to approved Work and any such costs will be charged accordingly in addition to the initial quote.
Any breach of this contract allows 3Si the right to suspend or terminate any contractual agreement existing with you including the supply of Goods to you. Should any loss or damages be born by 3Si as a result you agree to fully indemnify 3Si for all associated and consequential costs arising out of breach of contract.
Any use of the 3Si website holds neither 3Si nor any other party involved in creating, producing, or delivering the site, content or services liable for any incidental, special, consequential or punitive damages resulting from your access to or use of, or inability to access or use, the site, content or services whether based on warranty, contract, tort or any other legal theory, whether or not 3Si has been informed of the possibility of such damage, even if a remedy set forth herein is found to have failed of its essential purpose. You acknowledge that 3Si is not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the forgoing rests entirely with you. Further, 3Si will have no liability to you or to any third party for any third party content uploaded onto or downloaded from the site or through the services.
Should you supply 3Si with property or items owned either by you or a third party with a total combined value of over $100, all risk and responsibility lies with you, including insurance, unless otherwise stated in writing.
Should you or the company you represent change ownership, name or address you agree to give 3Si seven (7) days notice in writing and you shall be liable for any loss incurred from such change.
RevisionsAll work will be given an allowance for two creative changes after the initial draft has been issued in accordance with the brief. Any amendments to Work after this time, including additional content or image submissions will incur additional charges to the Fee already quoted upon.
Client ResponsibilitiesYou shall co-operate throughout the Work by promptly providing 3Si with necessary information in a format requested by us; arranging any interviews that may be needed; giving prompt attention to documents to review and requested approvals; facilitating communications between 3Si and other professionals, with whom you have retained. If you provide specifications or related information this shall be at your expense, and 3Si shall be held harmless for relying on the accuracy of what you have provided. If at any time you have knowledge of a deviation from specifications or other problems with the Work, you shall promptly give notice in writing to 3Si.
Approvals By ClientOn 3Si request, you shall approve any plans, drawings, solution designs, frameworks, renderings, layouts, and similar documents by returning a signed copy ("Approval") of each such document or a signed authorisation referencing such documents to 3Si.
Assignment Of Work3Si reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
Ownership3Si ownership shall include any copyrights, trademarks, patents, or other proprietary rights related to the 3Si design. Except as expressly permitted in these Terms & Conditions, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the designs of 3Si or our website’s content or services. You may not copy or modify the code used to generate web pages on the 3Si website. You may not use the aforementioned sites content or services on or in connection with any other website, for any purpose.
3Si may freely use, without compensation to you, any concepts, ideas, know-how or techniques contained in any communication you send or feedback you provide to 3Si.
Publicity3Si shall have the right to document the Work in progress and when completed, by photography or other means, which 3Si may use for portfolio, brochure, public display, and similar publicity purposes. Your name and the location of the Work may be used in connection with the documentation, unless specified in writing beforehand. If 3Si chooses to document the Work, 3Si shall pay the costs of documentation. In addition, if you document the Work, 3Si shall be given credit as the designer for the Work if your documentation is released to the public. You will not use the name of 3Si, in any advertising or publicity without prior written approval from 3Si.
IndemnityYou agree to defend, indemnify, and hold harmless 3Si, its directors, employees, contractors and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Content or Services, or your violation of these Terms & Conditions.
SeverabilityIn the event that any provision within these Terms & Conditions are held null and void or without jurisdiction, those remaining conditions outlined within the Terms & Conditions shall remain intact and enforceable.
Reservation Of RightsAll rights not expressly granted hereunder are reserved for 3Si, including but not limited to all rights in sketches, layouts, images or other preliminary materials.
WaiverThe failure of 3Si to enforce any right or provision of these Terms & Conditions will not be deemed a wavier of such right or provision.
Controlling Law and JurisdictionThese Terms & Conditions and any action related thereto will be governed by the laws of New South Wales. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms & Conditions will be the state and federal courts located in Sydney, New South Wales, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Termination3Si reserves the right to terminate its services in regard to any Work upon the provision of thirty (30) days written notice and shall not be liable for any loss or damage incurred by either party upon such termination.
You shall be deemed to have terminated Work with the Designer should you provide signed documentation of your desire to cease Work, of which thirty (30) days written notice is also required prior to such termination.
You shall be deemed to have terminated Work with 3Si should you breach these Terms & Conditions or any separate contractual agreement, are unable to supply the documentation required by 3Si, go into voluntary or involuntary liquidation, are declared insolvent in bankruptcy or other legal proceedings or have a receiver appointed to whole or part of your business.
Payment Upon TerminationIn the event of termination, you shall pay any expenses incurred by 3Si for work completed through the date of that request, while reserving all rights under this Agreement. 3Si shall own all rights to the Work. You shall assume responsibility for all collection of legal fees necessitated by default in payment. If additional payment is due, this shall be payable immediately upon the issuing parties written notification to stop work.
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