1. Interpretation
For the purpose of this agreement and unless otherwise stated in writing:
• “Aloomic” shall mean Aloomic Pty Ltd, ABN 35 652 275 940 and its respective successors and assigns.
• “Buyer” shall mean the Buyer named on any quote, invoice, purchase order, or any other document produced in relation to this agreement, or any person acting on behalf of and with the authority of the Buyer.
• “Goods” shall mean all Goods supplied by Aloomic to the Buyer or ordered by the Buyer but not yet supplied and includes Goods described on any quote, invoice, purchase order, or any other document including any recommendations and advice.
• “Services” shall mean all Services supplied by Aloomic to the Buyer and includes any Services outlined in any quote, invoice, purchase order, or any other documentation produced in relation to this agreement including any recommendations and advice.
2. Acceptance of Quote
Acceptance of the quote will constitute acceptance of Aloomic Terms and Conditions. Acceptance of the quote is confirmed by written or verbal acceptance of the quote; or providing written or verbal instructions to Aloomic to proceed. The Buyer warrants that the persons accepting the quote and/or providing instructions to Aloomic to deliver the Goods or perform the Services are duly authorised by the Buyer.
For clients that are not on a support plan, Aloomic will charge at our standard rate of $110/per hour excluding GST for our services.
3. Payment Terms
25% of quoted works is payable upon acceptance of the quote. Aloomic will invoice progressively with payment terms of 14 days from invoice. Payment is required in full prior to a site ‘going live’. The following conditions apply:
• All accounts are to be settled in full by the due date.
• Should the Buyer default in the payment of any monies due under this agreement, then all monies due to Aloomic will become due and payable within seven days of the date of demand. Aloomic shall be entitled to charge interest on all amounts not paid by the due date for payment and the Buyer undertakes to pay any interest so charged. Interest will be charged on a daily basis from the due date of payment at 1.5% per month or part thereof.
4. Delay
Aloomic will not be liable for any failure or delay in the delivery of Goods or Services in relation to this quote. Client caused delays may result in variation to the price of the works and scheduled completion date.
5. Intellectual Property
Any material whatsoever which may be subject to any form of trademark or copyright that is displayed as part of the website is to be supplied by the client or related parties who warrant to have obtained all proper consent necessary for use of such material.
Where Aloomic produces any strategy, design, pattern, code, or specification during the manufacture of the Goods and Services, intellectual property in them remains with Aloomic, and may only be reproduced or copied with the written consent of Aloomic.
6. Title & Risk
• Risk passes to the Buyer upon delivery of the Goods and Services. The Goods and Services shall remain the property of Aloomic until all debts due are paid in full.
• If the Buyer fails to pay the debt owed by the due date for payment, Aloomic reserves the right to reclaim possession of the Goods. All costs of such repossession of the Goods by Aloomic will be payable by the Buyer.
• The Buyer shall indemnify Aloomic against any loss or expense arising from the Buyer breaching this contract. Aloomic will not be liable to the Buyer for any loss or damage the Buyer suffers because Aloomic exercised its rights under this clause.
7. Data Security
Aloomic is not responsible to you or any third party for unauthorised access to your data or the unauthorised use of the Services. The Buyer is responsible for the use of the Services by any employee of yours, any person you authorise to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorised by you.
8. Indemnity & Qualifications
The Buyer agrees that no claim shall be made against Aloomic and any of its directors, officers, partners, employees or agents (“Indemnified Persons”) to recover any loss or damage which the Buyer or its associates may suffer by reason of or arising out of anything done or omitted in relation to the provision of the Goods and/or Services described in this quote. The Buyer must indemnify and keep indemnified Aloomic and the Indemnified Persons in respect of any claim, action, damage, loss, liability, cost, charge, expense or payment however arising (“Loss”) made or brought against, or paid, suffered, incurred by any Indemnified Person as a result of or in connections with, directly or indirectly, the provision of Goods or Services, described in this quote, including without limitation legal costs on a full indemnity basis. The maximum amount for which Aloomic or the Indemnified Persons will be liable in respect of Loss made or brought against, or paid, suffered incurred by the Buyer or related party as a result of or in connection with this quote, is the total fees paid to Aloomic in relation to this engagement. The remedies contained in this clause are without prejudice to and in addition to any warranties, indemnities, remedies or other rights provided by law, statute and/or under any other provision of this quote for the benefit of Aloomic.
9. Variations
This order cannot be altered, varied or modified without the written consent of Aloomic and any variations to the order may be charged for.
10. Cancellation
In the event that the Buyer terminates the agreement the Buyer shall be liable for all costs and expenses incurred by Aloomic up to the date of receipt of notice of termination by the Buyer, including costs which Aloomic is liable to pay after the date of receipt of the notice. The Buyer hereby authorises Aloomic to deduct all expenses incurred by Aloomic up to the date of termination from any deposit held by Aloomic in relation to the works. The Buyer is liable to pay for any costs exceeding the deposit held.
11. Notices
Any changes to the Buyer details including name, address, telephone, email, or any changes in ownership structure of the Buyer requires written notice to Aloomic within ten (10) business days of such changes being made.
12. Force Majeure
No party under this agreement shall be liable for any breach of any provision of this contract arising from an act of God, natural disaster, terrorism, war, or any other occurrence beyond the control of any party.
13. Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of the Courts of South Australia. The Buyer submits to the jurisdiction of the Courts of South Australia.
14. General
If any Terms or Conditions contained in this document are found to be unenforceable for reasons of invalidity or illegality, the remaining provisions shall not be affected in any way whatsoever.
