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OBD Limited Terms of Trade and Conditions of Engagement.

The following General Terms and Conditions shall be incorporated into the contract between the customer/purchaser and OBD Limited for the supply of Services and Goods.

Introduction.
These terms of engagement are the standard terms on which OBD Limited ("we") provide brand, design, business/brand strategy and software/web development services to clients.

Agreement.
Subject to any different or additional terms agreed in writing, these terms will apply whenever you ask us to engage in services for you or supply goods to you. You do not need to sign any formal documentation to indicate your acceptance. It will be assumed from you continuing to engage us. If you have any comments or questions about these terms or any related matters, please contact us. We welcome your feedback.

Scope of our Role.
We will supply design, brand, stratgey and web/software services and goods to you that properly fall within the scope of your instructions.
We will normally set out our understanding of those instructions in an engagement or initial scope document. If you have any comments on what we say, please let us know as soon as you can. It is important that good communication, and a shared understanding of your instructions and expectations, be established at the outset.
Only our duties are owed to you. Unless otherwise agreed in writing or required by law, those duties will not extend to others, including, for example, associated parties such as shareholders or related companies, directors or employees, or parents or other family members. If any other parties wish to retain us, they should do so by separate agreement.
Our services are supplied solely for your benefit and in your interests. If any other parties wish to rely on the services and goods we supply you, they can only do so if both you and we agree in writing. Similarly, our name and opinions may not be used in connection with any offering document, financial statement or other public document or statement without our written consent. Unless required by law, you may not provide our goods and services to any third party or file our goods and services with any governmental agency without our agreement.
Our goods and services are strictly limited to the projects stated in it and does not apply by implication to any other work or projects. Once good and services are delivered our goods and services pertaining to that project will end. We will only assist and service you further on issues arising from the project where further work and expanded scope are requested (this will create a new scope and new contract unless otherwise notified by us in writing), or where a support arrangement has been requested by you in writing and terms (including but not limited to cost) have been accepted by us.

Fees and other Charges.
Unless other arrangements are made, our fees reflect the time we spend on a project, charged at our hourly rates, and adjusted where appropriate to reflect other factors permitted by the Rules of Conduct. Those factors may include the specialised knowledge, skills or responsibility required, the amounts involved, the importance of the matter, urgency and the results achieved.
We can give estimates of the likely fees based on our experience with similar matters. Estimates are given as a guide only and not as a fixed quotation. Upon request, we will also inform you periodically of the level of fees incurred or inform you when fees reach a specified level.
We may also (and reserve the right to) charge for general office services and for disbursements incurred on your behalf.

Unless we state otherwise, our stated rates and any estimates of cost do not include goods and services tax (GST) and disbursements. GST is also charged as and when required by law.
For a variety of reasons, some instructions are not completed. If this occurs, we will charge you for the work undertaken and costs incurred up to the time of termination.
In some circumstances, we may be required to incur additional time or expense following the completion or termination of a matter. We will charge for this in the normal way.
We are happy to discuss any aspect of our fees and charges with you at any time.

Accounts.
Our general practice is to issue interim accounts monthly. We also issue an account on completion of each project.
Our accounts are payable as per the terms on the invoice. Please raise any queries you have about any account within fourteen days of receiving it.

Terms of Payment.
Unless otherwise stated and agreed to in writing full payment is to be made on the 20th day of the Month following the date of invoice.

Outstanding Debt Settlement.
Any and all outstanding debts must be settled in full prior to future commencement of services requested.

Overdue Payments.
Any invoice unpaid after 60 days will be deemed overdue. All overdue invoices will incur 5% compounding interest calculated monthly. We may elect to not to do any further work, and to retain custody of your files, until all accounts are paid in full;

Payment Default.
Unless otherwise stated, if an invoice is unpaid after 120 days the customer will be deemed to have defaulted on payment. In the event of the customer defaulting, OBD Limited has the authority to procure the services of a debt collection agency at the expense of the customer. Such an expense will be added to the total of the outstanding invoice, along with compounding interest, and will be payable in the same immediate timeframe.

Deposit Re-Instatement.
Any and all forthcoming work contracted and/or requested by the customer will require a 30% deposit paid in advance of work commencing. This is as per the usual course of business for OBD Limited.

Confidentiality.
We act for many clients and procure many contractors for specialty services. Often these connections are in the same industry. We draw your attention to the fact we are not able to pass on your information we have obtained from other clients or potential customers and, of course will not pass on your information.

Inclusions.
The above Terms of Trade are applicable to any work or service requested by the customer via their usual and reasonable channels. These channels particularly include requests via email, requests in writing and requests verbally agreed on.

Electronic Communications.
Unless otherwise agreed with you, we may communicate with you and others at times by electronic means. These communications can be subject to interference or interception or contain viruses or other defects ("corruption"). We do not accept responsibility and will not be liable for any damage or loss caused in connection with the corruption of an electronic communication.
If you have any doubts about the authenticity of any communication or document purportedly sent by us, please contact us immediately.

Termination.
We (for good cause) or you may terminate our engagement at any time by giving a reasonable period of notice. You will pay our fees for work done and for other charges incurred up to the time of termination. The enforceability of this agreement is not affected by termination or by any changes to the constitution or shaeholders and/or directors of OBD Limited.

Complaints.
If you have a complaint about our services, you may: contact the director with overall responsibility for our services to you, who are authorised to deal with complaints.

Force Majeure.
OBD shall not be liable for any delay in performing any of our obligations under this agreement where such a delay is caused by circumstances beyond our reasonable control.

Indemnity.
In engaging with OBD you will at all times indemnify and keep indemnified OBD, and our employees, directors, officers and agents from and against any loss or liability incurred or suffered by you. This includes any reasonable legal costs and expenses on a full indemnity basis. The buyer agrees to indemnify and hold harmless the seller against loss or threatened loss or expense by reason of the liability or potential liability of the seller for or arising out of any claims for damages.

The following Software and Web Application Terms and Conditions shall be incorporated into the contract between the customer/purchaser and OBD Limited for the supply of Services and Goods.

Limitations, Ownership and Use of Software – Noted Terms.

Ownership and License to Use the Software
A) OBD Limited will supply the client with the ASP.NET or other agreed source code used in the development of the outlined project upon request, and within reasonable time to bundle such source code, once all outstanding monies owed to OBD Limited have been paid in full.
B) The transfer of title or ownership of copyright and other intellectual property rights in the software and any associated documentation created in relation to the development of this project will be transferred to the client upon final and full payment of the outlined scope.
OBD limited reserves the right to use 3rd party or its own frameworks during the development of this project. The copyright and all other intellectual property rights in the 3rd party and OBD frameworks and software, and any associated documentation shall remain the property of OBD Limited.
OBD limited will provide the customer with a non-exclusive royalty free copy of any frameworks used by OBD Limited during the development of this software application.   The customer shall be able use the said Source Code and frameworks for the sole purpose of making modifications to its copy of the Software for use only by the Customer for its own business and only to the extent necessary to enable the Customer to continue to make use of the Software for its intended use..  The customer shall not copy, reproduce, deal with or disclose to any other person the Source Code or the frameworks.

All ownership of intellectual property and copyright of the source code, associated documentation and any structural or system business model contributions are to remain the property of OBD Limited until which time all outstanding monies owed to OBD Limited have been paid in full. This will not be affected by whether the software/web application has been delivered and goods accepted.

Price
All prices exclude GST, any other applicable taxes and duties and insurance/freight/delivery/handling charges not expressly included in the price.  You agree to pay these items (as applicable) in addition to the price, whether they are imposed before or after your order.

Payment and Default
A) Payment must be made in cash prior to delivery of your order unless we agree otherwise in writing.
B) If we allow you credit, payment is due by the 20th day of the month following the date of invoice.  You must not withhold payment or make any deductions of any nature whether by way of set off, counterclaim or otherwise from any amount you owe us.  OBD can alter the terms of payment with effect from the date that we notify you of such change.

Default on Software and Web Application Developments/Projects.
A) If you do not pay any monies owed to us ("the unpaid monies") within 10 days of the due date, we may (without prejudice to any of our other rights): Demand immediate payment of all or any part of any moneys owing (whether or not then due); Charge penalty interest at a rate of 2.5% per month calculated on a daily basis on the unpaid monies from the due date until payment in full is made; Withhold without notice delivery or supply of Goods or Services ordered by you; Cancel this agreement and seek damages; Recover any Goods delivered to you. You agree we may enter your premises or any other place where the Goods are stored, or where we reasonably believe the Goods may be stored, and take possession of and sell the Goods, even if we do not have priority over other persons having a Security Interest in the Goods. Sections 108, 109 and 120 of the PPSA do not apply to the extent that they are inconsistent with this clause.
B) Where you have only partly paid for the Goods and we recover them from you, we will refund the amounts you have paid from the proceeds of resale (if any) after deducting all or any other moneys owing to us (whether or not then due) and all costs incurred by us.
C) You agree to pay, on demand, all costs incurred by us (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid moneys and/or the enforcement of these Terms and Conditions or the Security Interest contained in these Terms and Conditions.

Limitation of Liability
A) We shall not be liable to you for any loss or damage arising from any delay or failure to perform our obligations due to a matter beyond our control.
B) We and our employees and agents shall not be liable to you for any claim for breach of Contract or Statute or breach of duty in Tort (including negligence) or for any claim in Equity or otherwise at law.
C) Your sole remedy against us shall be limited to breach of contract and notwithstanding any relief or remedy to which you or any other person may have been entitled under the Contractual Remedies Act 1979 or at law or in equity, the extent of any such liability shall be limited to an amount equal to the price charged for the particular Goods or Services to which the breach relates. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.
D) No action may be brought against us unless notice of such claim is given to us within 48 hours of discovery by you or your agents of the matters which give rise to the claim.
E) We shall be released from all or any liability unless proceedings are brought in a Court of competent jurisdiction within one year of the date of delivery or of provision of the Services as the case may be.
F) Notwithstanding anything herein no employee, agent or director of OBD Limited will be liable to you for breach of any duty of care in Tort (including negligence), Contract, Equity or otherwise in relation to the performance of obligations under this Agreement or in relation to the subject matter of this Agreement.
G) OBD may not be liable and no action may be brought against us should the goods or service not fulfill a duty for any use other than intended. 'Intended Use' is specific and may not extend to secondary businesses requiring what may seem like an identical system unless it is agreed and granted by OBD in writing. 'Intended Use' does not extend to include the modification of a 3rd party product, where the product has been modified or evolved beyond what OBD Limited would usually recommend that product be used for. Any instance where goods or services are used outside their intended use also forfeit any assumed or implied warranty or guarantee claim.
H) OBD shall not be liable to you for any claim of warranty or guarantee of service and/or support if the product has been altered or modified by any 3rd party including direct contact by the client with the manufacturer or contractor changing the state of goods as delivered by OBD Limited. OBD cannot hold any responsibility or liability once the product/goods have been altered in any way by the buyer or a 3rd party.
I) OBD may not be liable and no action may be brought against us should any outside influences affect the operation and integrity of goods and services delivered. This includes but is not limited or specific to server alterations and upgrades, security settings, physical network setups, migration to another server and more.

Software Warranties
A)Subject only to the express warranties contained in this clause 8, the Software is supplied as is. We do not warrant that the Software will meet your expectations or requirements or that its operation will be uninterrupted or error free.
B) We warrant that we are the sole owner of any Software we supply to you and that where applicable we have appropriate licences to use and supply any aspect of the Software that is owned by a third party. We warrant that the Software does not infringe the Intellectual Property Rights of any third party.
C) We warrant that for a period of 3 months from the date of supply of any particular Software to you (?the Warranty Period?) the said particular Software will, unless modified by you, perform the functions agreed in writing between you and us and/or described in the documentation we supply in connection with that Software when operated in conjunction with computer hardware and an operating system approved by us.
D) If at any time during the Warranty Period you believe there is a defect in the Software such that it does not perform the functions described in the associated documentation, you shall immediately notify us of the perceived defect.
E) We will investigate the perceived defect notified pursuant to clause 8.3 and will, upon verification of the existence of the defect, at our option and expense repair the defect.
F) If due investigation of the perceived defect reveals that no such defect in fact exists, we may make an additional charge in accordance with our then applicable standard rates in respect of such investigation.
G) We shall not be liable under this clause to the extent that a defect is caused by you or a third party (including any direct contact with a 3rd party framework manufacturer, contractor or coder recommended and facilitated by OBD), including failure by you or a third party to follow any specifications or directions issued by us from time to time for use of the Software.
H) Acceptance of the software is deemed after 2 months of installation onto the production environment. The customer deems to have accepted the product as is and any changes to the software after this period is not covered under the initial scope and we may make an additional charge in accordance with our standard rates.
I) Support. Except to the extent specified to the contrary in any Agreement we make with you, we shall not be obliged to support the Software, whether by providing advice, training, error-correction, new releases or enhancements.

Cross-Browser compatibility
A) Our agreement contemplates the creation of a website viewable by both Internet Explorer and Mozilla Firefox. Compatibility is defined herein as all critical elements of each page viewable in both browsers. You are aware that some advanced techniques on the internet, however, may require a more recent browser version and brand or plug-in. You are also aware that as new browser versions are developed, the new browser versions may not be compatible. In the absence of a maintenance agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be a separately negotiated and in addition to the base price of our agreement.

Applicable 2009 - 2020

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