Terms and Conditions

Last updated: 16 July 2018

1.   About this Website:

1.1   This website, www.queenie.com.au (Site) is owned and operated by Queenie Huey Min Robertson (ABN 53 987 603 213), her successors and assignees (Queenie, we, us and our).

2.   About these Terms:

2.1   These Terms and Conditions (Terms) apply to every person who uses and accesses this Site and our Services.

2.2   The Terms and our Privacy Policy govern the relationship between us and you in connection with the use of our Site and Services. In using our Site and Services, you warrant that you have had sufficient opportunity to access these Terms, and that you have read, accepted and will comply with these Terms.

2.3   If you do not agree to these Terms, do not use this Site or our Services.

3.   Access/Use Implies Agreement:

3.1   Please read these Terms carefully. By accessing and using this Site, you are signifying that you agree to be bound by these Terms.

4.   Modifications to Terms:

4.1   We reserve the right to revise and update these Terms at any time, without notice to you. Your continued usage of this Site following any changes to these Terms means you accept those changes.

4.2   It is your responsibility to regularly check this Site to determine whether these Terms have been updated.

4.3   If you do not agree to any change to these Terms, then do not continue to use this Site or our Services.

5.   Restricted Use:

5.1   You agree not to:

5.1.1        use this Site or our Services for unauthorised or unlawful purposes (unauthorised use of this Site and any of our Services may constitute a criminal offence and/or give rise to a claim for damages);

5.1.2        re-sell or attempt to benefit in a commercial fashion from any of the content available on this Site;

5.1.3        post anything on this Site that is illegal, inappropriate, profane, obscene, defamatory, knowingly false and/or infringes upon Intellectual Property;

5.1.4        conduct surveys, chain letters, Ponzi or other pyramid schemes on this Site;

5.1.5        introduce any form of malicious software into the Site; or

5.1.6        collect information about others on this Site without their consent.

6.   Restricting Access:

6.1   Should we deem that you are acting contrary to the spirit of this Site or in a manner which could damage our business and repute, we reserve the right to exclude you from this Site at any time without notice to you.

7.   Competitors:

7.1   Competitors, including companies offering WordPress design and development of any kind, are not permitted to access or use any information accessible on this Site and are not permitted to use our Site.

8.   Australian Consumer Law:

8.1   Legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our Services which cannot be excluded, restricted or modified (Statutory Rights).

8.2   Our liability is governed solely by the ACL and these Terms.  To the fullest extent permitted by law, we exclude all express and implied warranties and conditions except for your Statutory Rights and we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

9.   Limitation of Liability and Indemnity:

9.1   You are liable for and agree to indemnify, defend and hold us harmless from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting directly or indirectly from:

9.1.1        any information that is not accurate, up to date, secure, complete or is misleading or a misrepresentation;

9.1.2        any breach of these Terms;

9.1.3        any misuse of this Site or our Services; from or by you, your employees, contractors or agents;

9.1.4        any claim by any third party for alleged infringement of any copyright or other Intellectual Property rights which arises as a result of the storage or processing of any of your programs or data on our systems.

9.2   To the extent that we are unable to exclude liability, our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.

9.3   In the event that we are found responsible for any damages, we are responsible for actual damages only. In no event shall we be liable for any incidental, indirect, exemplary, punitive and/or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use of or inability to use this Site.

9.4   You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arises as a result of your use of this Site and our Services.

9.5   The obligations under this clause survive termination of these Terms.

10. Delay: 

10.1Where the provision of our Services depends on you providing further information or responses, we have no liability for a failure to perform the Services by a previously stipulated timeframe, where the delivery of the Services is affected by your delay in response, incomplete or incorrect information.

11. Your Intellectual Property and Moral Rights:

11.1You agree to provide information to us, including Intellectual Property, to enable us to provide the Services.

11.2 You:

11.2.1     warrant that you have all necessary rights to provide the Intellectual Property to us;

11.2.2     grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way we require to provide the Services to you; and

11.2.3     consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

11.3If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:

11.3.1     irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;

11.3.2     irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;

11.3.3     agree that your consent extends to acts and omissions of any of our licensees and successors in title; and

11.3.4     agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.

11.4You agree to indemnify us against any claim, loss, liability, cost and expense that may be incurred by us as a result of any infringement or unauthorised use of patents, trademarks, designs or copyright arising out of the manufacture or use of the Intellectual Property you supply to us.

11.5The obligations under this clause survive termination of these Terms.

12. Our Intellectual Property:

12.1The work and materials that we provide to you in carrying out the Services contains material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the Intellectual Property rights in the Materials, including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials.

12.2Your use of our Materials does not grant you a licence, or act as a right to use any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission. Copyright in all graphical design work created by us exclusively for you shall be assigned to you upon receipt by us of the full payment for the Services.

12.3You must not breach our Intellectual Property rights by:

12.3.1     altering or modifying any of the Materials;

12.3.2     creating derivative works from the Materials; or

12.3.3     using our Materials for commercial purposes such as on sale to third parties.

12.4You must not, nor permit any other person to:

12.4.1     copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance the Services or any related Intellectual Property;

12.4.2     use, access or reproduce the Services on or via any server not owned by us;

12.4.3     alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the services;

12.4.4     make any of the Services available to any person other than its employees without our prior written consent; or

12.4.5     do any act that would or might invalidate or be inconsistent with the Seller’ Intellectual Property rights.

12.5The obligations under this clause survive termination of these Terms.

13. Licenced Intellectual Property:

13.1Images resupplied by us for publication on your website does not constitute our graphical design work and cannot be reassigned, transferred or sublicensed to any third party, due to restrictions imposed by our image licensors. You hereby agree to adhere to all such restrictions.

14. Permissions:

14.1 You may request permission to use the copyright materials on this Site by writing to info@queenie.com.au.

15. Personal and Confidential Information:

15.1 You consent to us providing information, including personal information and Confidential Information, to third parties, including our agents, contractors and sub-contractors, insurance brokers and solicitors who assist us in providing information, products and services to you.

15.2 We agree to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure, to only to use the Confidential Information for the purpose for which it was disclosed by you, to provide better quality services to you, and not for any other purpose.

15.3 You, including your employees and contractors, agree not to disclose Confidential Information to any third party, to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure and only to use Confidential Information for the purpose for which it was disclosed and not for any other purpose.

15.4 These obligations do not apply to Confidential Information that:

15.4.1     is authorised to be disclosed;

15.4.2     is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;

15.4.3     is received from a third party, except where there has been a breach of confidence; or

15.4.4     must be disclosed by law or by a regulatory authority including under subpoena.

15.5 The obligations under this clause survive termination of these Terms.

16. Dispute Resolution:

16.1 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

16.1.1     The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute.

16.1.2     The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).

16.1.3     If the Parties cannot agree how to resolve the dispute at the Initial Meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator.  The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

17. E-Security:

17.1 We do not guarantee that this Site is or will be free from viruses, or that access to the Site will be uninterrupted. You agree to use your reasonable endeavours to ensure the integrity and security of the computer servers utilised by us in connection with the provision of this Site and our Services. We do not guarantee that any such computer servers shall be free from unauthorised use or hacking.

17.2 You must keep confidential and secure your passwords and other Confidential Information relating to your access to the Site and Services.

17.3 You must notify us immediately of any known or suspected unauthorised use of the Site or Services, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password or other sensitive information. Notwithstanding such notification, you will be liable for any and all uses of the Services (and your websites which are hosted by us in connection with such Services) notwithstanding any fraudulent or improper use of your password or any other access via your account to any of the facilities or Services provided by us.

17.4 Any data collected and transmitted on any of your websites in connection with the Services shall be your sole risk and responsibility. Without limiting the foregoing, you are responsible for all backup, archiving and effecting insurance cover in respect of all such data. We do not accept any responsibility for any loss of such data, or for the security of such data.

17.5 We are not responsible for the deletion, failure to store, misdelivery, or untimely delivery of any material accessed or provided through this Site or external sites and will not be liable for any damage or loss whatsoever resulting from any users downloading or accessing any information or material through this Site.

17.6 We do not guarantee the security of any information sent to this Site via the internet and such information is sent at the transmitter’s own risk.

18. Email: 

18.1 You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

19. Due Diligence:

19.1 You must make your own enquiries into the suitability of the Site and Services to meet your specific requirements. We does not guarantee your success or that any particular results will be achieved in connection with the Services provided by us. Without limiting the foregoing, there is no guarantee that search engine optimisation services will produce any specific result.

General:

20. Privacy: 

20.1 We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth). Our Privacy Policy sets out the manner in which we treat your personal information.

21. Publicity: 

21.1 You consent to us using advertising or publicly announcing that we have undertaken work for you.

22. Accuracy:

22.1 Whilst we endeavour to keep the information on this Site up to date and correct, we make no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on the Site for any particular purpose. You hereby acknowledge that such information and materials may contain mistakes, inaccuracies or errors and we expressly exclude any liability for such to the fullest extent permissible by law.

23. Termination:

23.1 We reserve the right to terminate the Services ordered by you, terminate your account, terminate our agreement with you, and remove or edit content on this Site at our sole discretion, without incurring any liability to you.

24. GST: 

24.1 If and when applicable, GST payable on our Services will be set out on our invoices.  By accepting these Terms you agree to pay us an amount equivalent to the GST imposed on these charges.

25. Relationship of the Parties: 

25.1 These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.

26. Force Majure:

26.1 We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.

27. Severance: 

27.1 If any provision of these Terms is held to be unenforceable or invalid in any jurisdiction, then it is to be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision of these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision must be severed from these Terms and the remaining provisions of the Terms are valid and enforceable.

28. Waiver or Variation:

28.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
The exercise of a power or right does not preclude:

28.1.1     it’s future exercise; or

28.1.2     The existence of any other power or right.

28.2 The variation or waiver of a provision of these Terms or a party’s consent to a departure from a provision by another party will be ineffective unless in writing and executed by the Parties.

29. Jurisdiction & Governing Law: 

29.1 These Terms are governed by and must be construed according to the laws of New South Wales and the Parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales.

29.2 This Site may be accessed throughout Australia and overseas. We make no representation that this Site complies with the laws (including intellectual property laws) of any country outside Australia. If you access this Site from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access this Site.

30. Entire Agreement: 

30.1 These Terms make up the entire agreement between the Parties, and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

31. Interpretation:

31.1 References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation.

31.2 Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders.

31.3 References to a party are intended to bind their executors, administrators and permitted transferees.

32. Definitions:

32.1 Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, knowhow, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, strategy, account usernames and passwords, bank details, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”.

32.2 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions, patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, knowhow, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.

32.3 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).

32.4 Services means our custom WordPress website design, facilitation of your domain name, hosting management, WordPress security and updates, search engine optimisation assistance, white labelling and products or services ancillary to those listed in this clause as well those specified in individual Customer Agreements.

32.5 Parties means you and us.

32.6 You or your refers to Site users, clients, affiliates and any other users of our Services.

33. Feedback, Questions and Notices: Please send all feedback, questions and Notices to info@queenie.com.au.