Terms & Conditions - Web Agency

Web design and online marketing strategies

Terms and Conditions


1. Definitions


1.1 – “Goanna Designs” shall mean Goanna Designs, its successors, acquaintances and assigns or any person acting on behalf of and with the authority of Goanna Designs.

1.2 – “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by Goanna Designs to the Client.

1.3 – “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4 – “Services” shall mean Services supplied by Goanna Designs to the Client (and where the context so permits shall include any supply of Services as hereinafter deendd) and are as described on the invoices, quotation, work authorisation or any other forms as provided by Goanna Designs to the Client. Services include any advice or recommendations (and where the context so permits shall include any supply of Services as deendd above).

1.5 – “Price” shall mean the price payable for the Services as agreed and stated between Goanna Designs and the Client in accordance with clause 3 of this contract.


2. Acceptance


2.1- Any instructions received by Goanna Designs from the Client for the supply of Services and/or the Client’s acceptance of Services supplied by Goanna Designs shall constitute acceptance of the terms and conditions contained herein.

2.2 – Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3 – Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Goanna Designs.

2.4 – The Client shall give Goanna Designs not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by Goanna Designs as a result of the Client’s failure to comply with this clause.

2.5 - The Client accepts the Terms and Conditions upon the first payment to Goanna Designs, as indicated in Clause 3.4 (b) and 17.1.


3. Price and Payment


3.1 – At Goanna Designs’ sole discretion, the Price shall be either:

(a) as indicated on invoices provided by Goanna Designs to the Client in respect of Services supplied; or

(b) Goanna Designs’ quoted Price (subject to clause 3.2) which shall be binding upon Goanna Designs provided that the Client shall accept Goanna Designs’ quotation in writing within thirty (30) days.

3.2 – Goanna Designs reserves the right to change the Price in the event of a variation to Goanna Designs’ quotation.

3.3 – At Goanna Designs’ sole discretion a deposit may be required.

3.4 – At Goanna Designs’ sole discretion:

(a) payment shall be due on delivery of the Services; or

(b) payment for approved Clients shall be made by installments in accordance with Goanna Designs’ payment schedule, which is usually in the form of three (3) stages, the first stage/payment indicates the acceptance of Goanna Designs' services and Terms and Conditions.

3.5 – Time for payment for the Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

3.6 – Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and Goanna Designs.

3.7 - GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price. 3.8 - In the event where the Client has not completed payments by the indicated date on the invoice, Goanna Designs have the right to remove all of the services that have been provided to an offline state until payment is made - Please see Clause 17.1.


4. Delivery Of Services


4.1 – At Goanna Designs’ sole discretion, delivery of the Services shall take place when the Client takes possession of the Services upon completion of payment and the services have been transferred to the Client via Internet or Physicality.

4.2- At Goanna Designs’ sole discretion the costs of delivery are:

(a) in addition to the Price; or

(b) for the Client’s account.

4.3 – The Client shall make all arrangements necessary to take delivery of the Services whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Services as arranged then Goanna Designs shall be entitled to charge a reasonable fee for redelivery.

4.4 – Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.

4.5 – The failure of Goanna Designs to deliver shall not entitle either party to treat this contract as repudiated.

4.6 – Goanna Designs shall not be liable for any loss or damage whatever due to failure by Goanna Designs to deliver the Services (or any of them) promptly or at all.


5. Content Of Web Pages And Undertakings


5.1 – The Client is solely responsible for the content of the web page. Goanna Designs is not responsible for proofreading any content unless specifically agreed in writing.

5.2 – Goanna Designs makes no representations to the Client on the functionality or content of the Web site.

5.3 – The Client is solely responsible for dealings with persons accessing the data or webpage and the Client warrants that they will not refer complaints or inquiries to such data to Goanna Designs.


6. Web Hosting


6.1- If the Client selects to organise their own web hosting arrangements, final exported sites will be uploaded to your preferred host company or supplied on disc as per the quoted price. Construction files of the site can be supplied on request and at Goanna Designs’ sole discretion may incur a fee.

6.2- Goanna Designs accepts no responsibility for down times, delays, breakdowns or data loss caused by Internet Service Providers.


7. Risk


7.1- If Goanna Designs retains ownership of the Services nonetheless, all risk for the Services passes to the Client on delivery.


8. Title


8.1 – Goanna Designs and Client agree that ownership of the Services shall not pass until:

(a) the Client has paid Goanna Designs all amounts owing for the particular Services, if not the services will be put offline; and

(b) the Client has met all other obligations due by the Client to Goanna Designs in respect of all contracts between Goanna Designs and the Client.

8.2 – Receipt by Goanna Designs of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Goanna Designs’ ownership or rights in respect of the Services shall continue. 8.3 – It is further agreed that:

(a) where practicable the Services shall be kept separate and identifiable until Goanna Designs shall have received payment and all other obligations of the Client are met; and

(b) until such time as ownership of the Services shall pass from Goanna Designs to the Client Goanna Designs may give notice in writing to the Client to return the Services or any of them to Goanna Designs. Upon such notice the rights of the Client to obtain ownership or any other interest in the Services shall cease; and

(c) Goanna Designs shall have the right of stopping the Services in transit whether or not delivery has been made; and

(d) if the Client fails to return the Services to Goanna Designs then Goanna Designs or Goanna Designs’ agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Services are situated and take possession of the Services; and

(e) the Client is only a point in the Services and until such time as Goanna Designs has received payment in full for the Services then the Client shall hold any proceeds from the sale or disposal of the Services on trust for Goanna Designs; and

(f) the Client shall not deal with the money of Goanna Designs in any way which may be adverse to Goanna Designs; and

(g) the Client shall not charge the Services in any way nor grant nor otherwise give any interest in the Services while they remain the property of Goanna Designs; and

(h) Goanna Designs can issue proceedings to recover the Price of the Services sold notwithstanding that ownership of the Services may not have passed to the Client; and

(i) until such time that ownership in the Services passes to the Client, if the Services are converted into other products, the parties agree that Goanna Designs will be the owner of the end products


9. Client’s Disclaimer


9.1- The Client hereby disclaims any right to rescind, or cancel any contract with Goanna Designs or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Goanna Designs and the Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgement.


10. Defects


10.1- The Client shall inspect the Services on delivery and shall within seven (7) days of delivery (time being of the essence) notify Goanna Designs of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Goanna Designs an opportunity to inspect the Services within a reasonable time following delivery if the Client believes the Services are defective in any way. If the Client shall fail to comply with these provisions the Services shall be presumed to be free from any defect or damage. For defective Services, which Goanna Designs has agreed in writing that the Client is entitled to reject, Goanna Designs’ liability is limited to either (at Goanna Designs’ discretion) replacing the Services or repairing the Services. Where the Client is a consumer as deendd in the Trade Practices Act 1974 or the Fair Trading Acts, then the Client shall be entitled to either a refund, repair or replacement of the Services.

10.2- Services will not be accepted for return other than in accordance with 10.1 above.


11. The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”)


11.1- Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.


12. Warranty


12.1- Subject to the conditions of warranty set out in clause

12.2 Goanna Designs warrants that if any defect in any workmanship of the web site provided by Goanna Designs becomes apparent and is reported to Goanna Designs within one (1) months of the date of delivery (time being of the essence) then Goanna Designs will either (at Goanna Designs’ sole discretion) replace or remedy the workmanship.

12.3- The conditions applicable to the warranty given by clause are:

(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

(i) failure on the part of the Client to properly maintain any Services; or

(ii) failure on the part of the Client to properly maintain (ii) failure on the part of the Client to follow any instructions or guidelines provided by Goanna Designs; or

(iii) any use of any Services otherwise than for any application specified on a quote or order form; or

(iv) the continued use of any Services after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or

(v) fair wear and tear, any accident or act of God.

(b) the warranty shall cease and Goanna Designs shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Goanna Designs’ consent.

(c) in respect of all claims Goanna Designs shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.


13. Intellectual Property


13.1 – Where photos are purchased by Goanna Designs from a third party for the use for either print or web it is the responsibility of the client to alert Goanna Designs when the license falls due/expires and they are responsible for renewing this license and all fees associated with this renewal whether past or future. Goanna Designs takes no responsibility for renewal of these images once they have expired.

13.2 – The Client warrants that all designs or instructions to Goanna Designs will not cause Goanna Designs to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Goanna Designs against any action taken by a third party against Goanna Designs in respect of any such infringement.

13.3 – The Client warrants that all designs or instructions to Goanna Designs will not cause Goanna Designs to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Goanna Designs against any action taken by a third party against Goanna Designs in respect of any such infringement.


14. Default & Consequences of Default


14.1 – Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgement.

14.2- If the Client defaults in payment of any invoice when due, the Client shall indemnify Goanna Designs from and against all costs and disbursements incurred by Goanna Designs in pursuing the debt including legal costs on a solicitor and own client basis and Goanna Designs’s collection agency costs.

14.3 – Without prejudice to any other remedies Goanna Designs may have, if at any time the Client is in breach of any obligation (including those relating to payment), Goanna Designs may suspend or terminate the supply of Services to the Client and any of its other obligations under the terms and conditions. Goanna Designs will not be liable to the Client for any loss or damage the Client suffers because Goanna Designs has exercised its rights under this clause.

14.4 – If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.

14.5 – Without prejudice to Goanna Designs’ other remedies at law Goanna Designs shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Goanna Designs shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to Goanna Designs becomes overdue, or in Goanna Designs’ opinion the Client will be unable to meet its payments as they fall due; or

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

14.6 – Goanna Designs retains the right to add a link on any website it designs and builds with its wording at Goanna Designs’ discretion with the link back to Goanna Designs home page.


15. Security And Charge


15.1 – Despite anything to the contrary contained herein or any other rights which Goanna Designs may have howsoever:

(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Goanna Designs or Goanna Designs’ nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that Goanna Designs (or Goanna Designs’ nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

(b) should Goanna Designs elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify Goanna Designs from and against all Goanna Designs’ costs and disbursements including legal costs on a solicitor and own client basis.

(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Goanna Designs or Goanna Designs’ nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.


16. Suspension Of Services


16.1 – Goanna Designs reserves the right to suspend services in any case where the Client fails to perform their obligations under this and any associated agreements, including but not limited to the suspension of the Client’s websites.


17. Cancellation


17.1 – Goanna Designs may discontinue services if an amount payable to Goanna Designs is overdue or take down a website permanently in any case where an amount payable is overdue by more than 7 days. In any such event, you remain liable for the total cost of the contract including all disbursements; unless otherwise agreed between the parties. Furthermore, Goanna Designs will not refund ( in part or in whole) any deposits received for the commencement of work, under any circumstances unless agreed firstly in writing by Goanna Designs. Goanna Designs reserves the right to keep all funds from the deposit if work on a job has commenced and is terminated by either party. Goanna Designs shall not be liable for any loss or damage whatever arising from such cancellation.

17.2 – In the event that the Client cancels delivery of Services the Client shall be liable for any loss incurred by Goanna Designs (including, but not limited to, any loss of profits) up to the time of cancellation.


18. Privacy Act 1988


18.1 – The Client and/or the Guarantor/s agree for Goanna Designs to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by Goanna Designs.

18.2 – The Client and/or the Guarantor/s agree that Goanna Designs may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) to assess an application by Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) to assess the credit worthiness of Client and/or Guarantor/s.

18.3 – The Client consents to Goanna Designs being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

18.4 – The Client agrees that personal credit information provided may be used and retained by Goanna Designs for the following purposes and for other purposes as shall be agreed between the Client and Goanna Designs or required by law from time to time:

(a) provision of Services; and/or

(b) marketing of Services by Goanna Designs, its agents or distributors in relation to the Services; and/or

(c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Services; and/or

(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or

(e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Services.

18.5 – Goanna Designs may give information about the Client to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Client; and/or

(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.


19. General


19.1 – If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

19.2 – These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.

19.3 – Goanna Designs shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Goanna Designs of these terms and conditions.

19.4 – In the event of any breach of this contract by Goanna Designs the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Services.

19.5 – The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by Goanna Designs.

19.6 – Goanna Designs may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

19.7 – Goanna Designs reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Goanna Designs notifies the Client of such change.

19.8 – Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

19.9 – The failure by Goanna Designs to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Goanna Designs’ right to subsequently enforce that provision.


20. The use of Goanna Designs for a SEO service is at the Customer’s own risk.


The Customer acknowledges that Goanna Designs makes no warranty that a search engine optimisation will lead to or improve any increase in sales, profits or any other form of improvement for the Customer’s business or any other purpose.

To the fullest extent permissible by law, Goanna Designs shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Goanna Designs or otherwise.

Where liability cannot be legally excluded, the liability of Goanna Designs shall be limited to the cost of supplying the service again.
The Customer agrees to indemnify Goanna Designs for any third party claim for damages arising out of or in any way connected with the supply of services by seosydneyhoppingmad.com.au to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising whether arising from the negligence of Goanna Designs or otherwise.

The Customer expressly agree to indemnify and hold harmless Goanna Designs, its subsidiaries, affiliates, officers, agents and other partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) arising from or in connection with the Customer’s information, the Customer’s use of Goanna Designs search engine optimisation services.

Goanna Designs does not refund any money received from clients for any past SEO work that they have been asked to carry out. All monies received by Goanna Designs for any SEO work will not be refunded at any stage even if the client cancels the SEO service.



© 2017 GoAnna Designs