terms of service

Terms and Conditions for Axis Global Co Pty Ltd ("AGC PTY LTD")

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Acceptance of Terms
Unless otherwise agreed in writing, the supply of all services offered by Axis Global Co Pty Ltd ("AGC PTY LTD") and/or its associates, related parties, successors, and assigns (collectively referred to as "Provider") to all Clients, as defined below, shall be governed by these Terms of Service ("Terms") set herein.

 

Definitions
In these Terms, the following definitions apply:

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• Account: The account designated by the Provider for the access, use, and administration of the Services on the Online Client Portal of the Website.

• Client: The individual or organization whose details are listed in the applicable Proposal/Service Order Form as the purchaser of the Services.

• Client Website: The website maintained or operated by the Client.

• Client Website Content: Any and all content uploaded, posted, transmitted, emailed, or otherwise made available on or through a Client Website.

• Client Website Copywriting Service:The provision of website content service supplied by the Provider in respect of a Client Website.

• Client Website Design and Development Service: The website design and development service supplied by the Provider in respect of a Client Website.

• Client Website Hosting Service: The website hosting service supplied by the Provider in respect of a Client Website.

• Client Website Maintenance Service: The website technical and programming maintenance service supplied by the Provider in respect of a Client Website.

• Confidential Information: With respect to a party to these Terms, all intellectual property rights, trade secrets, business, products and services, finances, customer names, sales figures, employee details, pricing methodologies, and any other information relating to each party’s internal operations, plans, policies, practices, and transactions in whatever media.

• Development Service Links: A final staging web link to the Client Website developed by the Provider.

• Domain Name Service: The domain name search, registration, parking, and renewal service supplied by the Provider.

• Email Marketing Service: The email marketing service or software provided by the Provider.

• Pay Per Click Advertising Service: The consulting service supplied by the Provider in respect of online advertising through third-party search engines or websites or on Client Websites where costs are incurred or income is earned based on the number of visitors clicking on applicable advertisements.

• Provider’s Website: www.axisglobal.co

• Service End Date: With respect to all Services other than Client Website Design and Development Service, the last date of the Service Period. With respect to the Client Website Design and Development Service, seven (7) days after the Provider supplies the client with the development server links for the client’s acceptance and testing.

• Service Fees and Charges: The fees and charges payable by the Client in respect of a specified Service as specified in the applicable Proposal/Service Order Form, including, without limitation, any applicable interest charges and taxes thereof.

• Proposal/Service Order Form: The order form required to be completed by the Client for the purchase of a specified Service which may be accessed from the Provider’s Website or given to the Client by the Provider or the Provider’s employee.

• Service Period: The duration of a Service as specified in the applicable Proposal/Service Order Form.

• Services: The services to be supplied to the Client under these Terms and as specified in the applicable Proposal/Service Order Form.
  Social Media Marketing Service: The service provided by the Provider that uses social media to market the Client’s product or service.

• Start Date: The date of commencement of a Service as specified in the applicable Proposal/Service Order Form.

• Systems: The servers, networks, central systems, and/or databases of the Provider or third-party suppliers through which Client Websites are hosted under the Client Website Hosting Service supplied by the Provider.

• Tax Invoice: An invoice issued by the Provider and submitted to the Client in respect of a specified Service.

• Taxes: Any and all taxes, levies, duties, charges, including withholding taxes, penalties, fines, or any other levies imposed by any statutory authority under any jurisdiction in connection with the performance of the Services and these Terms.

• Users: Any persons visiting or viewing the Provider’s Website; any Registered Users of the Provider’s Website; and any other Clients using the Services.

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Services

The Provider offers comprehensive services, including but not limited to:

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Client Website Design and Development Service:
- Creation of new Client Websites.
- Modifications and redesigns of the design, layout, or content of existing Client Websites.
- Development of content management system tools.
- Provision of an e-commerce system.
- Provision of custom web applications.
Client Website Hosting Service.
Client Website Maintenance Service.
Client Website Copywriting Service.
Domain Name Service.
Email Marketing Service.
Search Engine Optimization Service.
Social Media Marketing Service.
Pay Per Click Advertising Service.
Technical support, including assistance on resolution of Client Website issues, bug fixes, and “how-to” guidance.
Business Growth Consultancy.
Performance Marketing and Business Consultancy.
Public Relations.
Events Production and Entertainment Services.
Other new or improved services, functions, features, contents, or facilities as offered from time to time.

 

Service Fees and Charges
- Service Fees and Charges for each of the Services are set out on the Provider’s Website or as otherwise agreed in the Proposal/Service Order Form.
- The Provider reserves the right to vary such Service Fees and Charges and/or any promotions or discounts at any time. Notification of all variations shall be given to the Client as soon as practicable.
- Any variations in the Service Fees and Charges shall only take effect on a new or renewed Service Period of the relevant Service.

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Proposal/Service Order Forms and Subsequent Changes
The purchase of any or all Services by the Client shall be made through the appropriate Proposal/Service Order Form. Each Proposal/Service Order Form shall be deemed to incorporate the provisions of these Terms.
 

For the purposes of these Terms:
- All Proposal/Service Order Forms submitted by the Client shall be deemed an offer by the Client to purchase Services in accordance with the specifications of the Proposal/Service Order Form and the provisions of these Terms.
- The Provider shall not be bound by any Proposal/Service Order Forms and may at its sole discretion, review all specifications contained therein and by way of a written notice to the Client, reject or amend the same and/or reject the Proposal/Service Order Form in its entirety. Upon acceptance by the Provider, the Client shall be bound by all specifications set out in the Proposal/Service Order Form, subject to any approved rejections or amendments by the Provider.
- A contract for the supply of Services based on such specifications or modified specifications, as the case may be, and on the provisions of these Terms shall be deemed to have occurred when the Provider issues to the Client a Tax Invoice indicating its acceptance of the Client’s offer.
- Any changes to the specifications subsequent to the deemed occurrence of the contract for the supply of Services shall be made by the Client only by way of a written request to the Provider and shall be effective only upon written acceptance of the request by the Provider. The Provider is entitled to accept, reject, or modify any such requests for changes.

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Payment of Service Fees and Charges
- Service Fees and Charges for a Service must be paid on an upfront basis together with the submission of the applicable Proposal/Service Order Form by the Client.
- If only a portion of the Service Fees and Charges or a deposit payment for a Service is required to be made upfront with the remainder payable on a progressive or periodic basis, such remainder shall be due and payable by the Client on the date of issue of the relevant Tax Invoice.
- The Client agrees that for any payments made through American Express Cards and Diners Club Cards, the Provider will levy a surcharge of 3.5% on the Service Fees and Charges.
- The Client hereby authorizes the Provider to charge the Client’s credit card as specified in the applicable Proposal/Service Order Form on each due date the amount due and payable by the Client under a Tax Invoice.
- In addition to the Service Fees and Charges for each Service, the Provider shall be entitled to impose further charges in respect of:
- Any requests for changes made to a Proposal/Service Order Form by the Client and accepted by the Provider.
- Excessive use of the Provider’s technical support service for reasons other than the fault or negligence of the Provider.
- All Service Fees and Charges exclude Goods and Services Tax unless otherwise noted. Any Goods and Services Tax incurred in respect of a Service shall be charged by the Provider at the applicable rate and must be paid by the Client at the same time or together with the relevant Service Fees and Charges.

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Service Period
- Provided any payment as specified in the applicable Proposal/Service Order Form is made, the Service Period for each Service purchased by the Client shall commence on the Start Date and shall end on the Service End Date specified in the applicable Proposal/Service Order Form.
- Any renewal or cancellation of a Service shall be made in accordance with Clause 8 as noted therein for the applicable Service, and any suspension or termination shall be in accordance with Clause 15.

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Conditions for Purchasing the Services
General: The Client acknowledges and agrees that in agreeing to purchase, or in purchasing any or all of the Services, the Provider shall use its best endeavors to achieve the objective of the Client in availing a particular Service. However, the Client acknowledges that the Provider makes no representation or warranty as to merchantability or fitness for a particular purpose, including any representation or warranty that a Service:
- Will be uninterrupted or error-free.
- Will meet the Client’s requirements.
- Will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorized access to the Services or the Systems.

Client Website Design and Development Service: In agreeing to purchase, or in purchasing the Client Website Design and Development Service, the Client acknowledges and agrees that:
- The Client must perform all tasks assigned to the Client promptly.
- The Client must provide reasonable assistance and cooperation to the Provider for timely and efficient completion of the design and development of the Client Website.
- The Provider shall not be deemed in breach of these Terms, any specifications, or any milestones or deadlines if a delay is caused by the Client.
- The Client must ensure that its current computer systems support the operation of the Client Website developed by the Provider.
- Unless the Client Website Maintenance Service is purchased, the Client shall be responsible for initially populating and then maintaining any content or data on the Client Website.
- The Provider shall create the design and layout of the Client Website in substantial conformity with materials provided by the Client.
- The Client must ensure the confidentiality of the prototype Website made available for viewing during development.
- The Provider is authorized to use any pre-existing proprietary works owned by the Provider or its related entities or use or purchase licenses for third-party proprietary works necessary for the Client Website's proper functionality.
- Upon payment of 50% of the Service Fees and Charges, the Client shall be entitled to cancel the Service prior to confirming the Specifications or within 30 days of the Start Date, whichever is earlier.
Client Website Hosting Service:  In agreeing to purchase, or in purchasing the Client Website Hosting Service, the Client acknowledges and agrees that:
- All Client Websites are hosted on Systems operated by either the Provider or third-party suppliers.
- Scheduled and unscheduled System maintenance may require Client Websites to be offline for a certain duration.
- The Provider may archive Client Website Content using backup mechanisms for disaster recovery, but the Client is responsible for maintaining recent copies of all Client Website Content.
- The Provider or any third-party suppliers may upgrade, revise, change, or migrate Systems at any time without liability for any resulting loss or damage.
- Client Websites are subject to spam and virus filters operated by third-party suppliers.
- The Client must ensure any Client Website Content does not contain computer viruses and is not unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, obscene, libelous, invasive of privacy, hateful, or racially, ethnically, or otherwise objectionable.
- The Provider shall have the right to remove any Client Website Content that breaches any provisions and may access, preserve, and disclose all Client Content if required by law.
- The Client is prohibited from using excessive amounts of CPU processing or excessive bandwidth, disk space, and other resources inconsistent with normal usage patterns.
- The Client grants the Provider a non-exclusive, royalty-free, worldwide license for the duration of the Service Period to digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, cache, process, retrieve, transmit, distribute, publish, publicly display, publicly perform, and hyperlink the Client Website Content.
- The Client must not cancel or downscale a Service before the Service Period's expiry and must pay any unpaid Service Fees and Charges if intending to cancel the Service before the Service End Date.
Domain Name Service:  In agreeing to purchase, or in purchasing the Domain Name Service, the Client acknowledges and agrees that:
- The Provider may point the domain name or its domain name server to any of the Provider or the Provider’s affiliates’ web pages.
- The Provider and/or its affiliates may place advertising on the Client’s parked page.
- The Client shall have no rights or entitlements to receive any compensation from the Provider and/or its affiliates' use of the said page for commercial gain.
- Upon payment of 100% of the Service Fees and Charges, the Client shall be entitled to cancel the Service.
Pay Per Click Advertising Service:  In agreeing to purchase, or in purchasing the Pay Per Click Advertising Service, the Client acknowledges and agrees that:
- The Provider will set up online advertising campaigns and deliver Google paid search traffic to the Client’s website. In the event paid search traffic cannot be delivered due to editorial policies of search engines, the Provider will notify the Client.
- The Provider will charge the Client any further fee as the relevant search engine may charge in relation to Pay Per Click Advertising Service.
- The Client must not cancel or downscale a Service before the Service Period's expiry and must pay any unpaid Service Fees and Charges if intending to cancel the Service before the Service End Date.
Search Engine Optimization Services (SEO Service):  In agreeing to purchase, or in purchasing the SEO Service, the Client acknowledges and agrees that:
- The Client must provide all requested information within seven days from the time the Provider requests it.
- The Provider shall use best practice techniques in providing the SEO Service.
- The Provider does not control the algorithms of search engines and results can vary.
- The Provider may provide links to other websites to rank the Client’s website for agreed keyphrases but is not responsible for the content or accuracy of the information on these other websites.
- The Client must not cancel or downscale a Service before the Service Period's expiry and must pay any unpaid Service Fees and Charges if intending to cancel the Service before the Service End Date.
Business Growth Consultancy: In agreeing to purchase, or in purchasing Business Growth Consultancy services, the Client acknowledges and agrees that the Provider shall use its expertise to provide strategic advice and support aimed at fostering business growth. The Client must actively participate and provide necessary information and cooperation.
Performance Marketing and Business Consultancy: In agreeing to purchase, or in purchasing Performance Marketing and Business Consultancy services, the Client acknowledges and agrees that the Provider shall use its expertise to enhance marketing performance and provide business consultancy tailored to the Client’s needs. The Client must actively participate and provide necessary information and cooperation.
Public Relations: In agreeing to purchase, or in purchasing Public Relations services, the Client acknowledges and agrees that the Provider shall use its expertise to manage and improve the Client’s public image and relations. The Client must actively participate and provide necessary information and cooperation.
Events Production and Entertainment Services: In agreeing to purchase, or in purchasing Events Production and Entertainment Services, the Client acknowledges and agrees that the Provider shall use its expertise to plan, produce, and manage events and entertainment services. The Client must actively participate and provide necessary information and cooperation.

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Conditions for Using the Services
- The Client acknowledges and agrees that it may not attempt to override or circumvent any of the usage rules embedded into the Systems or any parts thereof.
- Any materials downloaded or otherwise obtained through the Systems is done at the Client’s own discretion and risk. The Client will solely be responsible for any damage to the Client’s computer system or loss of data resulting from the download of the same.
- The Client must grant the Provider reasonable direct and remote access to its website and provide other reasonable assistance as requested.
- The Client must notify the Provider in writing if it does not agree to any changes or modifications to the Client’s Website.

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Intellectual Property Rights and Ownership
Systems and Services: Save for any domain names purchased or owned by the Client and/or its related entities, the Client acknowledges and agrees that:
- All intellectual property rights, title, and interests in the Systems and the Services belong exclusively to the Provider and/or the third-party supplier.
- The Client may not copy, modify, reverse-engineer, or commercially exploit the Systems or the Services or any parts thereof.
Client Website Design, Layout, and Content: All intellectual property rights in designs, layout, or content created or developed for the Client by the Provider are owned by the Provider and/or the third-party.
- Upon full payment of all outstanding sums due, the Provider shall assign to the Client all proprietary rights in the custom design, layout, and/or content of the Client Website.

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Relationship of Parties
- Nothing in these Terms shall constitute or be deemed to constitute a partnership between the parties or constitute the Client as an agent of the Provider for any purpose.
- The Client shall have no authority to bind the Provider or to contract in the Provider’s name.

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Client General Warranties
The Client represents and warrants that:
- The Client is duly authorized to enter into these Terms.
- These Terms are legal, valid, binding, and enforceable against the Client.
- The Provider disclaims all conditions, warranties, representations, liabilities, and obligations, whether express or implied.
- The Client agrees to enter into these Terms based on its own judgment and discretion.

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Exclusion of Liability and Client Indemnity
- The Provider shall not be liable to the Client for any direct, indirect, incidental, special, consequential, or exemplary damages.
- The Client agrees to fully indemnify, defend, and hold the Provider harmless from any claims arising out of the Client’s use of the Services.

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Notices
- Notices must be in writing and sent to the addresses specified in the Client’s Account or on the Provider’s contact page.
- A notice is received if left at the recipient’s address, sent by prepaid post, sent by fax, or sent by email.

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Suspension, Termination, and Transfer
- The Provider may suspend or terminate the Services without notice during technical failure, modification, or maintenance of the Systems or if the Client fails to comply with any provision in these Terms.
- The Client agrees that the Service is non-transferable unless the Provider consents to the transfer in writing.

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Confidentiality
- Each party agrees that all Confidential Information exchanged under this agreement is confidential and must not be disclosed except to employees, legal advisers, auditors, consultants, with consent, if required by law, or if the information is publicly available.

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Assignment
- The Client is not entitled to assign or dispose of any part of its obligations under these Terms.

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Entire Agreement
- These Terms represent the entire agreement between the parties and supersede all previous agreements.

 

Governing Law
- These Terms shall be governed by the laws of Victoria, and the parties submit to the exclusive jurisdiction of the courts of that state.

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Waiver and Severability
- The failure of the Provider to enforce any right or provision shall not constitute a waiver of such right or provision.
- If any provision is found invalid, the other provisions shall remain in full force and effect.

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Legal Jurisdiction
- The legal jurisdiction is New South Wales, Australia. The email address is legal@axisglobal.co.