TERMS OF USE


AGREEMENT BETWEEN USER AND RJ&CO SOLUTIONS

The RJ&CO Solutions is comprised of various Web pages operated by RJ&CO Solutions.

The RJ&CO Solutions is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the RJ&CO Solutions constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

RJ&CO Solutions reserves the right to change the terms, conditions, and notices under which the RJ&CO Solutions Website is offered, including but not limited to the charges associated with the use of the RJ&CO Solutions Website.

LINKS TO THIRD PARTY SITES

The RJ&CO Solutions Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of RJ&CO Solutions and RJ&CO Solutions is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. RJ&CO Solutions is not responsible for webcasting or any other form of transmission received from any Linked Site. RJ&CO Solutions is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by RJ&CO Solutions of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the RJ&CO Solutions Web Site, you warrant to RJ&CO Solutions that you will not use the RJ&CO Solutions Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the RJ&CO Solutions Web Site in any manner which could damage, disable, overburden, or impair the RJ&CO Solutions Web Site or interfere with any other party's use and enjoyment of the RJ&CO Solutions Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the RJ&CO Solutions Web Sites.

USE OF COMMUNICATION SERVICES

The RJ&CO Solutions Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

RJ&CO Solutions has no obligation to monitor the Communication Services. However, RJ&CO Solutions reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. RJ&CO Solutions reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

RJ&CO Solutions reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in RJ&CO Solutions's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. RJ&CO Solutions does not control or endorse the content, messages or information found in any Communication Service and, therefore, RJ&CO Solutions specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized RJ&CO Solutions spokespersons, and their views do not necessarily reflect those of RJ&CO Solutions.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO RJ&CO SOLUTIONS OR POSTED AT ANY RJ&CO SOLUTIONS WEB SITE

RJ&CO Solutions does not claim ownership of the materials you provide to RJ&CO Solutions (including feedback and suggestions) or post, upload, input or submit to any RJ&CO Solutions Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting RJ&CO Solutions , its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. RJ&CO Solutions is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in RJ&CO Solutions' sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE RJ&CO SOLUTIONS WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. RJ&CO SOLUTIONS AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE RJ&CO SOLUTIONS WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE RJ&CO SOLUTIONS WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

RJ&CO SOLUTIONS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE RJ&CO SOLUTIONS WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. RJ&CO SOLUTIONS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RJ&CO SOLUTIONS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE RJ&CO SOLUTIONS WEB SITE, WITH THE DELAY OR INABILITY TO USE THE RJ&CO SOLUTIONS WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE RJ&CO SOLUTIONS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE RJ&CO SOLUTIONS WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RJ&CO SOLUTIONS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RJ&CO SOLUTIONS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE RJ&CO SOLUTIONS WEB SITE.

SERVICE CONTACT : superadmin@rjandco.com.au

TERMINATION/ACCESS RESTRICTION

RJ&CO Solutions reserves the right, in its sole discretion, to terminate your access to the RJ&CO Solutions Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the RJ&CO Solutions Web Site. Use of the RJ&CO Solutions Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and RJ&CO Solutions as a result of this agreement or use of the RJ&CO Solutions Web Site. RJ&CO Solutions' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of RJ&CO Solutions' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the RJ&CO Solutions Web Site or information provided to or gathered by RJ&CO Solutions with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and RJ&CO Solutions with respect to the RJ&CO Solutions and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and RJ&CO Solutions with respect to the RJ&CO Solutions Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the RJ&CO Solutions Web Site are Copyright 2013 by RJ&CO Solutions Pty. Ltd. and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Unless otherwise indicated, we reserve all copyright in the content and design of this website. We own all such copyright or use it under licence or applicable law. You may make a temporary copy of part or all of this website on your local computer for the sole purpose of viewing it, and print a single hard copy of a whole page of this website for personal use, provided that any copyright notice on such page is not removed. You may not, in any form, or by any means otherwise reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish or create derivative works from any part of the content or design of this website, cause any of the material of this website to be framed or embedded in another website, or commercialise any information, products or services on this website, except with our prior consent written or as permitted by applicable copyright legislation.

GENERAL TERMS AND CONDITIONS

These Terms and Conditions are subject to change without notice and may be outdated.

1. ENGAGEMENT

You may engage us to carry out a project for you by:
(a) Signing and returning a Business Requirement Document to us;
(b) Accepting a quote in writing, emailed to commence a project.
Unless we notify you otherwise, we will accept that engagement subject to these terms and conditions. The project will commence when we accept the engagement.

2. QUOTES AND ESTIMATES

If we provide, or have provided you with a quote for the project, then that quote:
(a) Is based on the requirements from the initial client meeting
(b) May or may not include GST; and
(c) Is valid for a period of 30 days from the date we issue the quote, unless otherwise agreed by RJ and Co Solutions Group.

3. SERVICES

(a) The Services that we provide to you may include some or all of the following:
• Software consultancy and planning, as described in clause 9;
• Software design, as described in clause 10;
• Software development and uploading of content, as described in clause 11;
• Software modification, as described in clause 12;
• The provision of Software Tools as described in clause 13;
• Software Related Training, as described in clause 15;
• Post-implementation warranty as described in clause 16;
• Post-implementation support and maintenance, as described in clause 17;
• Web hosting, as described in clause 18;
• Domain names, as described in clause 27.
(b) You acknowledge that Software and other electronic serves are subject to interruption or breakdown, and therefore:
• The Services will not be error-free or uninterrupted; and
• Your access to the Software and the operation of the Software will not be error-free or uninterrupted.

4. HOURS OF SERVICE

All support activity is carried out between 9:00am and 5:30pm (GMT + 10), Monday to Friday excluding public holidays and office closures times for standard Victorian public holidays and the Christmas / New Year closure periods.

5. CONTENT AND MATERIALS SUPPLIED BY YOU

(a) You must supply to us all required materials you want us to use in the Project, and all other content and materials we reasonably request (Client Content). Refer to 7b. Scheduling and Production.
(b) You must supply all Client Content in the following digital formats/methods:
• Text/Copy: Microsoft Word or Rich Text (Clearly labeled and in correct order);
• Tables: Microsoft Excel (Clearly labeled and in correct order);
• Images: High resolution where possible (JPEG, PNG files);
• Logos: Vector format (Illustrator EPS/AI);
• Diagrams/Maps: Vector format (AI) or (JPEG files);
• If required, access to your current software and database via SSH, FTP, SFTP and/or CMS/Hosting Control Panel login;
• Brand Style guidelines (if applicable).

(c) We may charge Additional Costs if the Client Content is not provided in the appropriate format set out in this clause.
(d) You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
• Breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
• Compromise the security or operation of our computer systems, through a virus or otherwise.
(e) You indemnify, and agree to keep RJ and Co Solutions Group, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) of any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf.

6. YOUR APPROVAL

(a) Your approval will be required for the following items that we deliver to you (Approval Item): • The Business Requirement Document;
• The software brief;
• The sitemap;
• The software design concepts (and your choice of one of them);
• Each updated version of the chosen software design concept;
• The final Software including uploaded content; and
• Any other item for which we request your approval.

(b) When we provide you with any Approval Item, and you do not request any further alterations, then you must notify us in writing that you accept the completed Approval Item.
(c) You will be deemed to have accepted the completed Approval Item if we do not receive from you, within 28 days after providing you with a completed Approval item, either notice in writing of acceptance or requests for further amendments.
(d) Your acceptance of the completed Approval Item in accordance with paragraph (b) or (c) means that the Approval Item is complete, and no further amendments are necessary. However, we will not proceed to the next stage of the Project until we receive your written approval of the Approval Item. There may be added cost in having to reschedule projects, staff or facilitate continuance. If unable to perform continuance, the client will have to pay a shut down and subsequent restart fee commensurate to the labour and resource costs incurred.

7. PURCHASE OF IMAGES

(a) The Fees do not include any searches or purchases of media material in any shape or form.
(b) You can purchase photo images, audio or video directly, or we can purchase photo images, audio or video on your behalf. We will charge Additional Costs in respect of such purchases. We will advise you of the expected Additional Costs before purchasing the photo images, audio or video.

8. SCHEDULING, PRODUCTION AND PROJECT MANAGEMENT

(a) If we consider it to be necessary, we will develop a Production Schedule for the Project in consultation with you. We will use reasonable commercial endeavours to carry out the Project in accordance with that timetable.
(b) If you delay in providing Client Content or in providing feedback we request, then this may result in:
• A change in the delivery deadline set out in the Production Schedule; or
• If the delivery deadline cannot be changed, extra costs being incurred, including necessary overtime costs. We will charge these extra costs as Additional Costs.

9. SOFTWARE CONSULTANCIES AND PLANNING

Our software consultancy and planning services may include:

(a) Discussing and developing options for your software project and understand your business goals;
(b) Planning and developing a site map, information architecture and project management.
(c) Confirm a client brief.
(d) Define project scope and limitations.
(e) Dig deeper into the business processes (process flow diagrams).
(f) Go over project risks and draft risk analysis document.
(g) Draft a wireframe for your software.

10. SOFTWARE DESIGN CONCEPTS

The team will create wireframes and layout designs based on the content provided by the client, including:
• Word documents of any text to be used
• Images all in original format (.jpg, .png, .pdf) placed in an ‘Images’ folder. (a) Our software design services may include: • Delivery to you of up to one software design concept; and
• Up to two sets of alterations to this design concept. Upon each alteration, we will supply an updated version of the software design concept to you.
(b) If you request further alterations, or the addition of new information, after the second updated version, resulting in any further updated versions of the software design concept being supplied, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) The alterations referred to in paragraph (a) do not include a change to the Requirements. If there are any changes to the Requirements after the project has commenced, the additional work will be charged as Additional Costs at our then current Professional Rates.
(d) We will provide you with an estimate of Additional Costs prior to undertaking the additional work. However in some cases due to deadline constraints, where this will not be possible, we will proceed with the work without providing an estimate only with your written approval.

11. DEVELOPMENT OF SOFTWARE AND UPLOADING CONTENT

(a) Our software development services include (but are not reduced to) developing a software based on the requirements, the approved software brief, wireframes, sitemap and final version of the software design concept.

(b) Our software services may also include uploading and styling/layout of the Client Content to the developed software. If applicable we will complete a specified number of standard pages of the software. If we complete additional pages for you, the additional work will be charged as Additional Costs at our then current Professional Rates.
(c) A Content Management System might be provided with the software. The Fees for our software development services do not include customisation of this content management system, its extensions, plug-ins or components.

(d) If we carry out any customisation work for you on the Content Management System, or build any extensions for you, then:
• The work will be charged as Additional Costs at our then current Professional Rates;
• The customisation or extension remains licensed under the following terms and conditions: http://www.gnu.org/licenses/gpl-2.0.html and/or;
• You accept and must comply with those terms and conditions in relation to your use of the customisation or extension.
(e) You acknowledge that the Content Management System and many of its extensions are provided by third parties, and therefore:
• We have limited control over the functionality or operation of the Content Management System and any third party extensions;
• You accept and must comply with the terms and conditions of those third parties relating to the Content Management System. The relevant terms and conditions can be found at the following software:
• These may include but are not limited to Terms and Conditions found on these software and URL's: (List of URLs)
• Each extension usually has it’s license or Terms and Conditions as a link or text inside the control for that extension in each clients software administration interface.
(f) A Standard Page is: up to 300 words; up to 3 images; and up to one implementation of any tabular data.

12. SOFTWARE MODIFICATION

(a) Our software modification services consist of modifying your software based on the Specifications.
(b) Unless otherwise specified, the Fees for software modification do not include any provision for training or post-implementation support.
(c) The provisions of clause 10(c) and 10(d) apply to the software modification services.

13. PROVISION OF SOFTWARE TOOLS

(a) Upon your request, we may provide to you Software Tools as part of the Software.
(b) You acknowledge that some of the Software Tools are provided by third parties, as set out in paragraph (c), and therefore:
• We have limited control over the functionality or operation of the Software Tools;
• If the third parties provide data or other information for use with the Software Tools, we have no control over the accuracy or completeness of that information; EG: ASX data.
• You accept and must comply with the terms and conditions of those third parties relating to the Software Tools; and
• Those third parties may invoice you directly for ongoing costs relating to your use of the Software Tools.
(d) The fees for updates and upgrades for the Software Tools may change from time to time. The new fees will apply from our notification date to you.

14. TRAINING

(a) The Fees for software development may include training sessions based on an hourly rate for a maximum of two people per session. During these training sessions, we will provide information to attendees about using the Content Management System to upload content to the Software. Training sessions will be conducted at our head office in Glen Iris.
(b) If additional training sessions are required, or you wish to have additional attendees at a training session, the additional attendees and sessions will be charged as Additional Costs at our then current Professional Rates.

16. POST-IMPLEMENTATION WARRANTY (28 DAYS)

(a) The Fees for software development include the provision of a limited warranty for a period of 28 days following software launch.
(b) The determination of warranty labour is at RJ and Co Solutions Group's discretion.

17. SUPPORT AND MAINTENANCE PACKAGES

Support and maintenance service is a paid service and is primarily carried out and provided via our support ticketing system at https://warpdrive.webglobal.com.au. For payment methods for support and maintenance services, please refer to 25. Payment Method.
(a) Our support and maintenance services consist of, but are not limited to:
• Answering your technical questions relating to the Software, its operation and the Content Management System and the extensions provided with it; and
• Resolving technical issues that arise in relation to the Software or its operation, except as set out in 17 (b).
(b) Our support and maintenance services do not include resolving:
• Issues that relate to your networks, computer systems or software used to access the Software;
• Other technical issues not arising directly from the Software.
(c) If we provide you with services that are not included in the support and maintenance services, we will charge you for the work at our current Professional Rates.
(d) You must provide us, at your own cost, access to the Software and your computer network and systems in order for us to provide the support and maintenance services. If you do not provide us with such access within a reasonable time after we request it, then:
• We are not obliged to provide you with any support and maintenance services;
• We are not obliged to return to you any portion of the Fees that you have paid to us for the provision of support and maintenance services; and
• An invoice will be issued for any work carried out.
(f) Support, consulting and analysis provision is dependent upon access to the software to perform the required tasks and to assess/view the requirements.
(g) Response times are indicative and not guaranteed.
(h) Support time is accrued in 15 minute increments.
(i) Estimated time to complete requested support tasks may be provided when and if possible at client's request.
(k) Commencement of support tasks
• Support will commence upon receipt of written support brief/request by RJ and Co Solutions Group from The Client and confirmation of time estimate provided for the specific task/s from RJ and Co Solutions Group to The Client.

18. HOSTING

If we provide hosting services for the Software, those hosting services are governed by our Hosting Terms and Conditions, which can be found at: http://www.webglobal.com.au/hosting-terms-and-conditions

19. ARCHIVING / RETRIEVAL

(a) We will endeavour to store or archive all electronic files used in the production of your software project. However, we provide no guarantee that any stored or archived files can be retrieved in the future.
(b) Once your software is launched, archiving of the files and database and copies of these files becomes the responsibility of the client. RJ and Co Solutions Group can at the request of the client provide this service.

20. DISBURSEMENTS

Disbursement charges are not included in the Fees. If we incur any disbursements or expenses in the course of the Project, we will charge these to you as Additional Costs. These may include but are not limited to the disbursement items set out in the Schedule of Fees.

21. PROFESSIONAL LIABILITY

(a) If you are NOT a Consumer:
• Our liability to you for any Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, whether or not you were aware of the possibility of such Loss to you when this agreement was entered into, is limited to the amount of Fees received by us from you under this agreement;
• The maximum amount you may claim from us for Loss suffered or incurred by you in connection with this agreement is limited to the aggregate amount of Fees which you have paid us at any time and relevant to the cause of the loss, less any amounts already paid out or due to be paid out by us to you for any reason; and
• We are not liable for any
o Indirect or consequential loss, or any loss of revenue, loss of profit, loss of business opportunity, or payment of liquidated sums, penalties or damages under any agreement sustained by you or any other person arising from or in connection with the Project or this agreement;
o Loss you suffer or incur in connection with this agreement that is caused by (or to the extent contributed to by) the acts or omissions of a third party;
o Loss you suffer or incur that arises out of the Content Management System or the Software Tools, and If the modification can be shown to be counter to current and common or recommended industry practice; or
o Loss you suffer or incur due to factors outside our reasonable control.
(b) If you are a Consumer, our liability to you for failure to apply with any applicable Consumer Guarantee is limited to (at our election):
• In relation to goods:
• Replacing the goods or supplying equivalent goods (or paying the cost of either); or
• Repairing the goods, or paying the cost of having the goods repaired;
• In relation to services:
• Resupplying the services to you; or
• Paying the cost of having the services re-supplied.
(c) If you are a Consumer, our liability to you for all Loss, however caused (including by our negligence), suffered or incurred by you in connection with this agreement, other than a failure by us to comply with any applicable Consumer Guarantee, is limited as set out in paragraph (a) above.
(d) Paragraphs (b) and (c) do not apply:
• In relation to a Title Guarantee;
• To the extent that it is not Fair or Reasonable for us to rely on them; or
• In relation to Consumer Goods or Consumer Services we supply to you.
(e) Any condition or warranty that would be implied by law as a term of this agreement is excluded.

22. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

(a) All Intellectual Property Rights in Project Intellectual Property vest in, or will upon their creation vest in, RJ and Co Solutions Group.
(b) We grant you a non-transferable, non-exclusive license to:
• Publish one copy of the Software and supporting project intellectual property unless otherwise stated by RJ and Co Solutions Group; and
• Use and reproduce the other Project Intellectual Property, subject to the restrictions set out in paragraph (c).
(c) You must not, without our prior written permission:
• Adapt, create derivative works from or merge the Software template or other Project Intellectual Property;
• Use the Project Intellectual Property for any purpose other than the specific purpose for which we have provided it;
• Reverse engineer, disassemble or decompile the Project Intellectual Property;
• Distribute, lend, resell, transfer, assign or sublicense the Software or other Project Intellectual Property, or allow any other person to use it except in the course of visiting the Software; and
• Remove or attempt to remove any proprietary or copyright notices or any labels on the Software or other Project Intellectual Property.
These restrictions do not apply in relation to:
• Extensions that are licensed to you under the terms and conditions referred to in clause11(e); or Some extensions are licensed per domain or via a license key
(d) The supply of raw / editable files is at the discretion of RJ and Co Solutions Group. Additional Costs will, and may be based upon a percentage of the original Quote or a retrieval and release fee.
(e) Commercial fonts remain the property of RJ and Co Solutions Group, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.
(f) We do not warrant that your use of the designs, materials or content produced by us for you in the course of the Project will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but we will advise you if we become aware of any infringement.
(g) Client agree to carry the RJ and Co Solutions Group logo or ‘Designed & Developed by RJ and Co Solutions Group' text hyperlink in or under the software footer. (h) Client should be prepared to provide testimony or feedback on request post the release/close of the project.

23. CONFIDENTIALITY

(a) Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Quote. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement.
(b) The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
(c) The Party is required to disclose the other Party’s Confidential Information, as set out in paragraph (b) must:
• Provide a reasonable amount of notice to the other Party of the proposed disclosure;
• Consult with the other Party as to the form of the disclosure; and
• Take all reasonable steps to maintain such Confidential Information in confidence.
(d) Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

24. CALCULATION OF FEES IF NOT SPECIFIED

(a) If the Fees are not specified (Quote or the BRD) at the commencement of the Project, then we will charge you at the Professional Rates for all work that we carry out for you in the course of the Project.
(b) The Professional Rates may change from time to time. The new Professional Rates will apply from the date that we notify them to you.
(c) Travel time is not included in our quotations as RJ and Co Solutions Group's head office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location, a standard 1 hour travel fee will apply at our hourly rate.
(d) Our standard web project quotation allows for up to 2 meetings. Additional meetings outside of this scope will be charged at the hourly rate of those attending.

25. PAYMENT METHOD

(a) Please note that a 50% deposit is required at the commencement of the project.
(b) You must pay the Fees and Additional Costs to us within 28 days after the date on which we issue you an invoice for those Fees and Additional Costs in accordance with this clause 25.
(c) In relation to our services, we may issue invoices for:
• Payment as indicated in our quote or estimate, on the “Terms and Conditions” page, under the title “Payment System for this Quote” and / or
•  “Work in Progress” invoice at the end of each calendar month for the Fees and Approved Expenses incurred up to the date of the invoice.
If the Fees do not exceed $1,000 + GST, or if the Fees are not specified (in the BRD, Quote or otherwise), we may issue an invoice for the Fees and Additional Costs either at completion of the Project or as “Work in Progress” at the end of each calendar month at our discretion.

26. GST

(a) Unless we expressly state otherwise, the Fees and Additional Costs do not include GST.
(b) If at any time we decide that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.
(c) we reserve the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

27. DOMAIN NAMES

(a) All domain names are legally owned by you. All domain name registrations are subject to availability and registration rules. You manage your domain(s) and payment of fees unless you request in writing that RJ and Co Solutions Group manage the domain name(s) on your behalf of. RJ and Co Solutions Group will then invoice you when fees are due. You must supply all relevant business details to allow for registration if RJ and Co Solutions Group agrees to register the domain(s) on your behalf. RJ and Co Solutions Group will support you to move the domain to a registrar controlled by you if you are no longer using RJ and Co Solutions Group services.
(b) RJ and Co Solutions Group uses TPP Wholesale Pty Ltd (referred to as REGISTRAR) to manage your domain names. You are bound by the REGISTRARS’s “Domain name registration terms” which are found on their website: https://www.tppwholesale.com.au/legals/domain-terms/
(c) You indemnifies RJ and Co Solutions Group against any loss or damage arising directly or indirectly from any failure of services provided by the REGISTRAR.

28. BROWSER VARIANCE

Our websites are built for xhtml compliant browsers and Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. The layout may change in older browsers.
Websites are tested on:
• Internet Explorer version 11
• Firefox version 49
• Safari version 9
• Google Chrome version 54
RJ and Co Solutions Group will test and optimize for additional browsers and versions if requested by you before commencement of the project.

29. COLORS

Website visitors use different monitors with different settings. Colors of the website including graphics and photography will shift (darker or lighter) between computers and monitors.

30. TESTING AND ACCEPTANCE OF SOFTWARE

Once the project has, in the opinion of RJ and Co Solutions Group been completed, RJ and Co Solutions Group will notify you either verbally or in writing, and provide you with an opportunity to test and review the software. If you determine that the software does not comply with the Project Components agreed to in this document, RJ and Co Solutions Group agrees to carry out any necessary and reasonable modifications without extra charge.

31. OPEN SOURCE SOFTWARE

(a) RJ and Co Solutions makes extensive use of Open Source software and components to supply websites and services to you. No licensing Fees will be charged on open source software.
(b) You indemnify RJ and Co Solutions Group against any loss or damage arising directly or indirectly from any failure of software supplied to you.
(c) All software and components not developed by RJ and Co Solutions Group retain the original license and terms associated with them. RJ and Co Solutions Group cannot assign any rights to you and you agree to be bound by the original Author’s terms.

32. DURATION OF AGREEMENT AND ITS TERMINATION

(a) Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Project has been achieved, unless it is terminated earlier under this clause 32.
(b) A party may terminate this agreement by notice in writing to the other party if:
• The other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
• The other party commits a material breach of this agreement that is not capable of remedy (including a breach of clause 22or clause 23); or
• The other Party becomes Insolvent.
(c) We may terminate this agreement if:
• You do not provide any information or materials requested within a reasonable time after being asked to do so; or
• We consider that mutual confidence and trust no longer exist.
(d) Upon termination of this agreement under paragraph (b) or (c):
• Our obligation to carry out the Project ceases;
• Each party’s rights and obligations accrued prior to termination are not affected;
• The licence granted in clause 22(b) ceases; and
• Each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and
• Except as provided in this paragraph (d), clauses 4(c), 4(e), 21, 22, 23, 33 and 34 will continue.

33. GENERAL

(a) Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.
(b) This agreement does not create a relationship of employment, agency or partnership between the parties.
(c) We may subcontract our obligations under this agreement.
(d) The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.
(e) If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.
(f) The additional terms and conditions referred to in clauses 10and 12do not apply to the extent that they:
• Are not permitted under Australian law; or
• Exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.
(g) We may change this agreement from time to time, by notifying you of the changed terms and conditions. The new terms will apply to any Project that commences after the date that we notify you of the changed terms and conditions. Your engagement of our services after that date signifies your acceptance of the amended agreement.

34. INTERPRETATION

In this agreement:
(a) A reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Quote (if any);
(b) Headings and bold type are for convenience only and do not affect the interpretation of these terms;
(c) The singular includes the plural and the plural includes the singular;
(d) Words of any gender include all genders;
(e) Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
(f) An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
(g) A reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
(h) A reference to a party to a document includes that party’s successors and permitted assignees;
(i) A promise on the part of 2 or more persons binds them jointly and severally;
(j) No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) Specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.

35. DICTIONARY

Additional Costs means all additional costs that we are permitted to charge you under this agreement.
Approval Item is defined in clause 6(a).
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the Fair Trading Act 2010 (WA).
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your means, in relation to any work that we do for you:
(a) The person named as the client in the Purchase Order;
(b) If there is no purchase order, then the person named as the client in the Quote; or
(c) If there is no Quote, then the person for whom we are undertaking the project.
Client Content is defined in clause 5(a)
Confidential Information of a party:
(a) Means any information:
• Regarding that party’s business or affairs;
• Regarding that party’s customers, employees, or other people doing business with that party;
• Which is by its nature confidential;
• Which is designated as confidential by that party at the time of disclosure or within 14 days after disclosure; or
• Which the other party knows or ought to know is confidential;
(b) Includes without limitation (unless excluded under paragraph (c)) that party’s Intellectual Property Rights and these terms and conditions; but
(c) Does not include information to the extent that information is developed or known by the other party independently of this agreement and independently of any obligation of confidence (including because it is in the public domain).

Consumer has the same meaning as in section 3 of the Australian Consumer Law
Consumer Goods means “goods of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Consumer Guarantee means a consumer guarantee applicable to this agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).
Consumer Services Means “services of a kind ordinarily acquired for personal, household or domestic use or consumption” as that expression is used in section 3 of the Australian Consumer Law.
Content Management System (CMS) means the content management system described in clause 11(c).
RJ and Co Solutions Group, we or us means RJ and Co Solutions Group Pty Ltd ABN 27 141 729 642 and all its subsidiaries.

Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.
Fees means, in respect of a Project:
(a) the fees payable to us for the Project as set out in a Purchase Order or Quote; or
(b) if no fees are specified, fees for all work we do in the course of the Project calculated in accordance with clause 24.
GST means a goods or services tax or similar tax levied in Australia.
Insolvent, in relation to a party, means that:
(a) The party has ceased or taken steps to cease to conduct its business in the normal manner;
(b) The party has entered into or resolved to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them;
(c) The party is unable to pay its debts when they are due;
(d) A liquidator or provisional liquidator is appointed to the party, or a receiver, receiver and manager, official manager, trustee or similar official is appointed over any of the party’s assets or undertakings;
(e) An application or order is made or a resolution is passed for the winding up of the party; or
(f) An event similar to one in paragraphs (a) to (e) occurs in respect of the party in any non-Australian jurisdiction.
Intellectual Property Rights means all industrial and intellectual property rights anywhere in the world, including:
(a) Copyright, patents, trademarks, plant breeder’s rights, rights in circuit layouts, registered designs and any right to have confidential information kept confidential; and
(b) Any application or right to apply for registration of any of the rights referred to in (a).
Loss means
(a) Any liability, cost, expense, loss, personal injury (including illness), death or damage; and
(b) In relation to a Claim, Loss includes amounts payable on the Claim and (whether or not the Claim is successful), legal costs and disbursements on a full indemnity basis.
Moral Rights are defined in section 189 of the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction outside Australia.
Project means, in relation to any work that we do for you:
(a) The project described in a Purchase Order;
(b) If there is no Purchase Order, the project described in a Quote;
(c) If there is no Quote, then the project described in the Specifications; or
(d) If there are no Specifications, then the work that you have asked us to do.
Professional Rates means the fees set out in the Schedule of Fees.

Project Intellectual Property means designs, artwork, software and materials provided to you in the course of the Project, and any other Intellectual Property Rights created in the course of the Project, but does not include:
(a) The Software Tools (except to the extent that we have modified them); or
(b) Client Content.
Purchase Order means a document issued (in writing or electronically) by us to you that sets out:
(a) The services that we will provided to you;
(b) The estimated times within which those services will be provided; and
(c) The fees payable to us for those services.
Quote means a quote, estimate or proposal that we provide to you in respect of any work that you have asked us to do.
Schedule of Fees means the professional services schedule attached to this document, and any replacement of that professional services schedule that we notify to you from time to time.
Services means the services that we provide to you in the course of the Project, as described in clause 3.
SEO means Search Engine Optimisation – the art and science of increasing the visibility of web pages in searches using search engines on the web.
Social Media means web based tools such as Facebook, LinkedIn, Twitter…
Specifications means specifications for the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.
Support means the supply of paid support services to assist in the management; maintenance; training for; and repair of a RJ and Co Solutions Group supplied/built/maintained software.
Title Guarantee means a guarantee pursuant to any of sections 51, 52 or 53 of the Australian Consumer Law.
Warranty is any fix required to a supplied RJ and Co Solutions Group software within 28 days of launch. The determination of warranty labour is at RJ and Co Solutions Group's discretion.
Software means the software that we develop for you in accordance with clause 11.
Software Tools means the tools, applications or packages set out in clause 13(c).