“We”, “Our”, “Us” refers to Harley Young Media (HYM) and its subsidiaries, employees, officers, agents and affiliates.

“Our web site” refers to: http://www.hym.com.au 0r http://www.harleyyoungmedia.com

“You”, “Your” or “the Client” refers to you as the owner and/or operator of a website to which our Web Site Design Services (the “Design Services”) are applied.

“Your web site” refers to any web site owned and/or operated by you to which our Design Services are applied.

“Design Services” may be applied to a new or existing website and may include any of the following or a combination thereof:

·         preparation of basic templates for web pages;

·         revision and organisation of web site content;

·         inclusion and manipulation of formats, images, typefaces, layout, style and overall presentation of web pages;

·         facilitation of hosting services;

·         arranging applications for domain names and/or re-delegation of domain names; or

·         recording and reporting on website traffic statistics.

The following are the standard terms and conditions (“Terms & Conditions”) that apply to our

provision of Design Services.

In order to ascertain what you want to achieve with your web site, we will arrange for a meeting where design and technical details will be discussed in detail. Following this meeting we will issue you with a Project Specification so that both parties are fully aware of:

·         the precise nature of the Design Services we are to perform;

·         the estimated time required to complete performance of those specified Design Services; and

·         the costs of us providing those specified Design Services.

The Project Specification may provide for alternative proposals to allow you greater freedom and flexibility in selecting the option that is right for you. Following perusal of the Project Specification, should you wish for any amendments to be made then you will submit those requested changes to us in writing and without delay so that we can provide you with a revised Project Specification that incorporates your suggestions.

Once satisfied with the Project Specification, you will notify us in writing without delay. We shall then issue you with a Quotation based on the agreed Project Specification that will include a Quotation Reference Number, a Completion Date, a total Quotation Amount and a period of time for which the Quotation shall remain valid (the “Quotation Period”). As the Quotation is based on the Project Specification and the Project Specification includes estimates as to time and costs, you expressly acknowledge that the Quotation is an indication of our time and costs and is subject to change should circumstances change or if you fail to comply with your obligations under these Terms & Conditions. In the event of any inconsistency between the Terms & Conditions, the (revised) Project Specification and the (revised) Quotation, these Terms & Conditions shall prevail to the extent of that inconsistency.

Your signing and returning the Quotation to us within the Quotation Period will constitute your acceptance of the these Terms & Conditions together with the provisions outlined in the Planning Worksheet, the agreed Project Specification and the Quotation. For ease of reference, all correspondence between the parties to this contract should include the Quotation Reference Number. You should take the time to read through these Terms & Conditions and refer back to our web site on a regular basis to be informed of any amendments that we may make from time to time. You shall be provided with at least seven (7) days’ notice in writing of any increases to fees charged in our provision of Design Services.

CONFIDENTIALITY

“Proprietary Information” is all information and any idea in whatever form, tangible or intangible,

pertaining in any manner to the business of the Client or any affiliated company, or to its users,

consultants, or business associates, unless: (i) the information is or becomes publicly known through

lawful means; (ii) the information was rightfully in Company’s or its agents’ possession or part of its

general knowledge prior to the commencement of the Agreement; or (iii) the information is disclosed

to Company or its agents without confidential or proprietary restrictions by a third party who rightfully

possesses the information (without confidential or proprietary restriction) and did not learn of it,

directly or indirectly, from the Client.

HYM and all agents of the company agree to hold all Proprietary Information in strict confidence and trust for the sole benefit of the Client and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Client’s premises any Proprietary Information (or remove from the premises any other List of the Client), except (i) during the period of this Agreement to the extent necessary to carry out Company’s responsibilities under this Agreement, and (ii) after termination of the this Agreement as specifically authorised in writing by the Client. The obligation contained within this clause shall survive termination of this Agreement.

YOUR OBLIGATIONS

You must:

·         ensure that material you submit to us for inclusion in the web site we through use of the Service is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;

·         ensure that you do not make, arrange or authorise the insertion of any reference to us or our web site in any document (including promotional or merchandising material) or on any web site other than our web site without our prior written consent;

·         promptly execute any document, make any arrangement or do anything that is reasonably requested by us in order to facilitate our provision of the Design Services, including but not to any necessary authorisation, permission or security passwords concerning access to codes, programs or other information in relation to your web site held by any other party (eg. a third party internet service provider that hosts your web site) and any edits to text to be included on your web site;

·         You represent and warrant that you are authorised to make available the material submitted by you for inclusion in any web site we are to design on your behalf and that you are acting under authority of the proprietors of any related real estate property.

You acknowledge that:

·         you have read and agree to be bound by the terms of all legal notices posted on the Site including Privacy Policy, Disclaimer and Copyright notices;

·         by accepting the Quotation, you hereby assign all intellectual property rights in any web site we design on your behalf;

·         upon payment of the final invoice, we will assign to you all intellectual property rights in any web site we design on your behalf on condition that you grant us an irrevocable, world-wide, royalty free license to copy and adapt any such web site in order to provide Design Services, to promote the Design Services or for any other reason.

·         we are not under any obligation to monitor or censor the material submitted by you but we reserve the right to do so;

·         we are not responsible for the content of any web site we design on your behalf or for any errors or omissions in any data provided by or on behalf of you;

·         systems or technological failure may impede or prevent provision of the Design Services;

·         you are responsible for and must pay the cost of all telecommunications and Internet access charges incurred when hosting or accessing any web site designed by us on your behalf, whether or not such access has been arranged by us;

·         if you have not arranged for your web site to be hosted, we shall deliver completed web sites we have designed by way of CD;

·         you are responsible for the security and integrity of your data; and transmission of data over the Internet can be subject to errors and delays.

VARIATION, SUSPENSION OR TERMINATION OF PROVISION OF DESIGN SERVICES

The Contract shall commence on the date of the Quotation and shall conclude on the Completion Date. In the event that we are required to perform Design Services that are not provided for in the agreed Project Specification or Quotation, a Revised Quotation will be issued to accommodate additional requirements agreed between the parties and, once signed by you, the Revised Quotation will replace the Quotation and may provide for a different Completion Date and a different Quotation Amount than those outlined in the initial Quotation.

Without limiting our other rights, we may immediately suspend or temporarily remove details of any property uploaded by you to our web site or terminate the Contract if:

·         you fail to pay any fees or charges due to us by the due date;

·         you breach any part of the Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;

·         any material supplied by you is false or misleading;

·         you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or

·         you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

·         You acknowledge and agree that termination of the Contract pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Contract and we reserve our right to enforce such obligations and liabilities in any event. In the event that either party prior to the Completion Date terminates the Contract, you shall remain liable to pay any invoice we issue for work completed prior to termination.

FEES AND BILLING

If the Quotation Amount is $1,000 or less, the entire Quotation Amount is payable within seven (7)

days of the date of completing the website project. Should the Quotation Amount exceed $1,000, the Quotation

Amount shall be payable as follows:

·         thirty percent (30%) of the total Quotation Amount shall be payable by way of a nonrefundable deposit within seven (7) days of the date of the Quotation; and

·         the remaining seventy percent (70%) shall be billed as work is completed.

·         Monthly invoices shall be issued on the first day of each calendar month with payment due within seven (7) days of the invoice date, unless the invoice states otherwise

If we do not receive payment by the due date(s), we may:

·         immediately suspend or cease provision of scheduled Design Services;

·         remove any reference or prevent access to sites already completed on your behalf;

·         charge interest on any overdue amount at an annual rate equal to 2% above the notified rate by our principal bank from time to time as its indicative lending rate on bank overdrafts over $100,000; and

In the event that a Revised Quotation is issued, we reserve the right to include the following in the Revised Quotation Amount:

·         a minimum fee of $275 per web page not provided for in the Quotation;

·         a minimum hourly rate of $150.00, payable in increments of thirty minutes (30) minutes or part thereof, for any additional Design Services not provided for in the Quotation and/or any management time incurred, including renegotiation and preparation of the Revised Quotation.

You will pay all taxes, duties and other government charges payable in connection with the Contract whether applying as at the date of the Contract or in the future including without limitation goods and services tax (GST), other value added tax, sales tax, stamp duty and turnover tax, but excluding taxes, duties and government charges based on our income.

LIMITATION OF LIABILITY AND INDEMNITY

To the extent allowable under the Trade Practices Act 1975 (Cth) or any other applicable law, we:

·         exclude all conditions and warranties implied into the Contract;

·         exclude consequential, special or indirect loss or damage (included but not to loss of opportunity, loss of revenue and loss of profits);

·         limit our liability for breach of any condition or warranty that we cannot

·         exclude to the greater of (at our option):

o        resupplying the Design Services; or

o        paying the cost of having the Design Services resupplied; and

·         limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under the Contract.

We will not be liable under the Contract to the extent that liability is caused by:

·         any breach of your obligations under the Contract; or

·         any delay in performance or breach of the Contract which arises as a result of any matter beyond our control including but not to viruses, other defects or failure of the server hosting our web site or any web site we design on your behalf.

You indemnify HYM Australia and its officers, employees and agents (“those indemnified”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated and submitted by you in connection with the Design Services.

·         No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.

·         A notice must be sent by e-mail, prepaid post or facsimile to your or our last known address.

·         These Terms & Conditions, the agreed (revised) Project Specification and the (revised) Quotation comprise the entire Contract and supersede all prior understandings, agreements or representations between the parties that concern provision of the Design Services.

·         The laws of Queensland govern the Contract. You submit to the non-exclusive jurisdiction of the Queensland Courts.

• If any term of the Contract is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.