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Market Titans Agency Pty Ltd t/a Systems And Teams · ABN: 82 642 540 734 · ACN 642 540 734
These Terms and Conditions apply to any Services that will be provided to the Client by Market Titans Agency Pty Ltd trading as Systems And Teams.
For the purposes of this Agreement:
“Agreement” shall mean these Terms and Conditions together with the Quotation, and/or any paperwork supplied by Systems And Teams to the Client from time to time;
“Australian Consumer Law” means the Australian Consumer Law set out in Schedule 2 of the Competition & Consumer Act 2010 (Cth) as amended from time to time;
“Systems And Teams” means Market Titans Agency Pty Ltd trading as Systems And Teams who will provide the Services to the Client;
“Business Day” means a day on which the banks are open for general banking business in South Australia except Saturday, Sunday and public or statutory holidays;
“Client” means any person and/or business entity named in the Quotation;
“GST” means Goods and Services Tax payable under the GST Act.
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth)
“Intellectual Property” means know-how, systems, manuals, trade secrets, copyright, trademarks, eligible layouts and patents.
“Invoice” means the invoice for payment provided by Systems And Teams to the Client for any of the Services provided;
“Ongoing” means the provision of the Services for the term as outlined in the Quotation;
“One-Off” means the provision of a one time Service and once the Services have been completed and provided to the Client no further Services are to be provided by Systems And Teams unless otherwise provided for in this Agreement;
“Services” means the advice, assistance, building, development, editing, training and/or education provided by Systems And Teams to the Client;
“Quotation” means any verbal or written quote or proposal for Services provided to the Client by Systems And Teams from time to time.
1.1 Systems And Teams shall specify in the Quotation the Services required to carry out the Client’s instructions and outline an estimate of Systems And Teams’s charge for the performance of such Services.
1.2 Systems And Teams need not supply or provide the Services until the Client accepts the Quotation and this Agreement.
1.3 Quotation prices will remain current for thirty (30) days from the date of the Quotation.
1.4 Unless otherwise stated, the price for the Services is GST inclusive if applicable.
The price payable by the Client to Systems And Teams for Services is the price specified in the Quotation, which can be varied in accordance wit this Agreement, and this will not include the cost of any exclusions that are listed in the Quotation.
3.1. The following shall be deemed acceptance by the Client of the Quotation and the Agreement:
3.1.1. a written acceptance, whether by post, email correspondence, fax or other means which state that the Client accepts the Quotation; and
3.1.2. payment of the upfront payment if upfront is required to Systems And Teams;
3.1.3. the Client verbally instructing Systems And Teams to commence providing the Services as per the Quotation.
4.1. Systems And Teams, in their sole and absolute discretion, may from time to time require upfront payment for the Services (in whole or in part) from the Client. If Systems And Teams requires upfront payment, this will be specified in the Quotation and payable by the Client to Systems And Teams within the timeframe outlined in the Quotation.
4.2. Any payment made by the Client to Systems And Teams will be non refundable unless otherwise agreed in writing between the Client and Systems And Teams.
4.3. Subject to clause 4.1 above, the total cost payable is to be paid by the Client within the period and in the method as specified in the Quotation and/or Invoice provided by Systems And Teams to the Client. Any Invoice issued by Systems And Teams to the Client must be paid within fourteen (14) days of the date of the Invoice.
4.4. Systems And Teams can, in its sole and absolute discretion, refuse to provide any Services to the Client until payment in full is received in accordance with clauses 4.1 and 4.3.
4.5. Systems And Teams, in its sole and absolute discretion, can offer the Client discounts for making up front payments and any such discount will be outlined in the Quotation if applicable.
4.6. If the Client makes an upfront payment following acceptance of the Quotation and is then unresponsive to Systems And Teams, the remaining amount due under the Quotation will be charged to the Client’s method of payment in incremental payments over 4 months. In accepting the Quotation and making the initial payment, the Client authorises these incremental payments to be made to Systems And Teams.
5.1. If the Client fails to make any payment for the Services when payment falls due, then the Client may, without prejudice to any other right or remedy of Systems And Teams:
5.1.1. Be charged interest at a rate of 2% per month cumulative which is to be calculated on a day to day basis on any monies owed to Systems And Teams. The parties agree that such amounts are not a penalty but a true measure of the damages incurred by Systems And Teams. Payments received from the Client will be credited first against any account keeping fees and interest, and all such fees shall be payable by the Client on demand from Systems And Teams;
5.1.2. Be charged an administrative fee of $45.00 AUD for each time Systems And Teams has to follow up with the Client for late payment; and
5.1.3. Pay Systems And Teams for any costs, expenses or losses incurred by Systems And Teams as a result of the Client’s failure to pay Systems And Teams all sums outstanding as owed by the Client to Systems And Teams including, but not limited to, debt collection and legal costs incurred in enforcing payment on a solicitor and own client basis.
5.1.4. If the Client’s method of payment held on file by Systems And Teams to process incremental payments is declined, Systems And Teams will attempt to charge smaller amounts to the Client’s method of payment in order to keep the Client’s account active.
6.1. Any oral and/or written variations sought by the Client relating to Services in progress and/or to be undertaken by Systems And Teams are subject to approval by Systems And Teams.
6.2. Systems And Teams will be entitled to vary any Quotation provided to the Client if:
6.2.1. the Client requires a variation, orally or in writing, which is accepted by Systems And Teams; or
6.2.2. the Client provides incomplete or inaccurate information to Systems And Teams in order for it to provide and/or complete the Services in which case the Client will be liable to pay all additional costs as a result of the variation or providing incomplete or inaccurate information.
7.1. Systems And Teams:
7.1.1. May cancel its obligations to supply the Services under the Agreement by giving written notice to the Client, at any time before any upfront payment is paid by the Client under clause 4.1; or
7.1.2. May cancel the Agreement for any reason whatsoever and upon such termination the Client will be entitled to immediately stop payment of any future Services.
7.1.3. May, if the Client has breached the Agreement and Systems And Teams has given the Client written notice of the breach providing them seven (7) days to remedy the breach and the Client has failed to remedy the breach within this timeframe, cancel its obligation to supply the Services remaining under the Agreement by giving written notice to the Client; and
7.1.4. May immediately cancel the Agreement if the Client:
7.1.4. 1 has declared bankrupt; or
7.1.4.2 has a receiver, agent or manager appointed for all or substantially all of the property of the Client; or
7.1.4.3 enters into an arrangement or composition with its creditors; or
7.1.4.4 becomes insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth) or,
7.1.4.5. engages in unacceptable or anti-social behaviour towards any member or other client of Systems And Teams.
7.1.4.6. becomes involved in any business engaging in a similar business to Systems And Teams.
7.1.5. Shall not be liable for any loss or damage from the cancellation of the Agreement under this clause including any Ongoing or On-Off Services that are not yet complete.
7.2. The Client:
7.2.1. May cancel its obligations under the Agreement by giving written notice to Systems And Teams, at any time before any upfront payment is made by the Client under clause 4.1; and
7.2.2. May immediately cancel the Agreement if Systems And Teams:
7.2.2.1. is declared bankrupt; or
7.2.2.2. has a receiver, agent or manager appointed for all or substantially all of the property of Systems And Teams; or
7.2.2.3. enters into an arrangement or composition with its creditors; or
7.2.2.4. becomes insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth).
7.2.3. If the Client cancels the Agreement and there still remains amounts outstanding to be paid to Systems And Teams under the Agreement (including future incremental payments), the Client will pay 15% of the amount outstanding to Systems And Teams as a cancellation fee.
7.3. If the Client cancels the Agreement outside of clause 7.2 herein then the Client must reimburse Systems And Teams for any costs, expenses or losses incurred by Systems And Teams as a result of the Clients cancellation. The Client must make payment for such cancellation costs incurred within fourteen (14) days from receipt of an invoice from Systems And Teams detailing such costs.
8.1. The Client agrees that no implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever have been made about the Client’s future prospects, improvements, or earnings, or that they will earn any money with respect to your purchase of Systems And Teams products and/or services, and that Systems And Teams have not authorised any such projection, promise, or representation by others.
8.2. The Client must be aware that in Systems And Teams providing the Services to them that the Services do not constitute as the Client waiving or modifying any legal or regulatory obligation they are required to comply with at law.
8.3. The Client agrees that their financial, personal or business success is entirely the responsibility of the Client and that Systems And Teams accept no responsibility for any losses or damages to the Client resulting from the use of any link, information, training, uplift, or opportunity contained within any material utilised by Systems And Teams.
9.1. The Services provided to the Client will either be Ongoing or One-off.
9.2. The Quotation will outline whether the Services are to be Ongoing or One-off and the start and finish dates of the Services, if timeframes are required. Ongoing Services must be paid by the Client to Systems And Teams in advance as outlined on the Quotation.
10.1. The Agreement does not exclude, restrict or modify the application of any provisions of any Commonwealth, State or Territorial Law which cannot be excluded, restricted or modified.
10.2. To the extent permitted by law, all terms, conditions, warranties and representations, expressed or implied, by statute or otherwise, are hereby expressly excluded.
10.3. To the extent permitted by law, Systems And Teams shall not be liable to the Client for any injury, harm, loss, damage, costs, expense or other claim including consequential loss, economic loss or loss of profits however arising, and whether direct or indirect, from the supply of the Services and the documents produced and/or advice given as a result of the Services or arising from any breach, default or negligence of Systems And Teams in connection with the supply of the Services and the documents produced and/or advice given as a result of the Services.
10.4. Subject to the Australian Consumer Law, Systems And Teams will not accept the return of, or give credit for, any Services or documents provided in accordance with this Agreement.
10.5. Subject to the Australian Consumer Law, Systems And Teams will not be liable for any consequential or indirect losses.
11.1. Systems And Teams shall only receive instructions from the Client signing this Agreement. If the Client authorises any other employee or agent to give Systems And Teams instructions in lieu of or in addition to the person signing this Agreement then the Client must inform Systems And Teams of that persons details.
11.2. Systems And Teams shall not be liable in any way for any losses incurred by the Client in accepting instructions from the persons contemplated by this clause. Systems And Teams may elect to communicate by electronic mail or such other form as is convenient, and does not warrant that any such communication will be free from defect, virus or shall otherwise be secure. The Client hereby acknowledges and agrees to accept such communications and releases Systems And Teams from all liability in respect of any losses that may be incurred by the Client from such communications.
12.1. Systems And Teams will have no liability to the Client in relation to any loss, damage or expense caused by Systems And Teams’s failure to complete the Services as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, vandalism, crime, strike, lockout, breakdown, war or any other matter beyond Systems And Teams’s control.
13.1. Systems And Teams will collect and deal with the Clients personal information (including name, address, telephone contact, or personal details) only in accordance with the Privacy Act 1988 (Cth).
13.2. The Client agrees that Systems And Teams may disclose personal information to its related companies and to organisations which provide services to or which assist Systems And Teams in providing services to its Clients.
13.3. The Client agrees that any content shared by the Client in any Systems And Teams forum, chat, or community page may be utilised by Systems And Teams for advertising, marketing, and/or promotion purposes.
14.1. Systems And Teams shall be entitled to be reimbursed all costs and charges levied by any statutory or other authority with respect to the Services.
15.1. Any disputes between parties arising from the performance of provisions of the Agreement and/or the Quotation must be attempted to be settled between the parties by an authorised representative with authority from each party meeting within fourteen (14) days of notification of a dispute in writing from one party to the other party. Such a meeting is to take place within the state of South Australia at a place nominated by Systems And Teams.
15.2. If the meeting referred to at clause 17.1 above does not result in settlement of the dispute between Systems And Teams and the Client, the dispute may then be referred to mediation, if agreed by both parties. The Mediator is to be appointed by agreement between the parties and in the event that the parties agree to mediate but cannot agree to the mediator to be appointed then the mediator is to be appointed by the then current President of the Law Society of South Australia. The costs of any mediation are to be borne equally between Systems And Teams and the Client.
15.3. If the dispute cannot be settled through mediation, or the parties do not both consent to a mediation, then either party is at liberty to commence legal proceedings.
15.4. During the period in which the dispute is being resolved, the parties must continue to perform all of the provisions of the Agreement which are not under dispute.
16.1. This Agreement shall not be assigned by either party without prior written consent of the other party.
16.2. Any consent that may be given by Systems And Teams may be granted or withheld in Systems And Teams’s absolute discretion and shall not at any time constitute a waiver of Systems And Teams’s rights and interests under this Agreement.
17.1. The person signing this Agreement on behalf of the Client hereby guarantees the payment of all monies that become due and payable under this Agreement. This Guarantee will continue following the termination of this Agreement until all monies owing to Systems And Teams are paid in full.
18.1. The Client acknowledges that Intellectual Property of Systems And Teams is used to provide the Services and in the materials and documents provided by Systems And Teams. The Intellectual Property is the absolute property of Systems And Teams and will at all times be owned and controlled by Systems And Teams and is protected by copyright, trademarks and intellectual property laws in Australia. Any use of the Intellectual Property by the Client can only occur with the prior written authority of Systems And Teams.
18.2. Copyright in all documents produced by Systems And Teams for the Client is owned by Systems And Teams.
18.3. Except where expressly authorised by Systems And Teams the use of the documents produced as part of the Services, or as permitted under the Copyright Act 1968 (Cth), no documents provided to the Client by Systems And Teams may be reproduced, adapted, provided to a third party (unless in the ordinary course of business of the Client), distributed or transmitted in any form by any process, without the specific prior written consent of Systems And Teams.
19.1. If applicable, the Client must pay to Systems And Teams Goods and Services Tax on the Services as is required by the Australian Taxation Office as well as any other taxes, duties, fees and levies for the Services supplied that may be applicable at law. Unless otherwise stated, the price for the Services is GST inclusive if applicable.
20.1. This Agreement contains the entire agreement between Systems And Teams and the Client. The parties agree that any negotiations that led to this Agreement have been accurately incorporated in this Agreement.
20.2. In entering into this Agreement the parties hereby acknowledge that they have not made any warranties or representations to each other except as incorporated in this Agreement.
20.3. This Agreement is governed by the laws of South Australia and the parties submit to the exclusive jurisdiction of the Courts of South Australia.
20.4. If any part of this Agreement is found to be void, voidable or not enforceable, that part shall be struck out without affecting or eroding the enforceability or validity of the remaining parts and such severance shall not detract from the obligations each party has under this Agreement.
20.5. The Client agrees to treat other members or clients of Systems And Teams with respect, and to not restrict or inhibit any other client’s use or enjoyment of SystemAndTeam’s materials, including but not limited to the website(s), message boards, shared documents, software, chats, and/or public forums.
20.6. Any Client seen to be behaving in an anti-social and/or indecent manner towards any member or other client of Systems And Teams (at Systems And Teams discretion) will be the subject of a review, and Systems And Teams reserves the right to Cancel the Agreement under clause 7 with no refund of payments made to date by the Client. Depending on the behaviour, Systems And Teams may at their discretion issue a warning to the Client to rectify the behaviour in order to avoid such a cancellation.
20.7. Unless agreed between the parties, the client’s access to the services will expire within six months of initial payment being received if the client has not actively utilised the services prior to that time.
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