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Terms & Conditions 

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Website Development Agreement

1. Definitions and Interpretation

1.1 Definitions: In this Agreement, the terms below have the following meanings, unless explicitly stated otherwise:

  • Agreement: Comprises both Part A and Part B of this Website Development Agreement.
  • Australian Consumer Law: Refers to Schedule 2 of the Competition and Consumer Act 2010 (Cth).
  • Business Day: Refers to Monday through Friday, excluding public holidays in Brisbane.
  • Business Hours: Defined as 9:00am to 5:00pm on Business Days.
  • Confidential Information: Encompasses any data or document related to the terms of this Agreement or AI Property Agents, in any format, obtained during the relationship between the Parties. This includes information about the Website and development process, AI Property Agents’ business structure, activities, operations, products, services, trade secrets, know-how, financial status, plans, transactions, and policies.
  • Client Keywords: Determined through written agreement between Get Found Marketing and the Client.
  • Client Materials: Specified in clause 2.1.
  • Domain Name: As outlined in Part A.
  • Fees: As detailed in Part A.
  • Force Majeure Event: Includes war, strikes, lockouts, natural disasters, acts of God, or any unforeseeable circumstance beyond AI Property Agents’ control.
  • GST: Defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Insolvency Event: Describes a situation where a party faces bankruptcy, insolvency, or other financial difficulties as defined in detail within this section.
  • Intellectual Property Rights: Covers all forms of intellectual property as recognized under the convention establishing the World Intellectual Property Organization, including copyrights, trademarks, patents, design rights, and the right to enforce these rights.
  • AI Property Agents Code: Includes all software, Source Code, Object Code, graphics, text, and other components of the Website.
  • Licence: As described in clause 4.1.
  • Object Code: Software code in a machine-readable format.
  • Payment Terms: As outlined in Part A.
  • Part A: Denotes the “Part A – Commercial Terms” section of this Agreement.
  • Part B: This document.
  • Personal Property Securities Register: Established under the Personal Property Securities Act 2009 (Cth).
  • Search Engines: Google.com or as mutually agreed upon.
  • Services: As specified in Part A.
  • Source Code: Software code in a human-readable format, convertible to Object Code.
  • Specifications: The Website’s specifications as detailed in your website brief.
  • Website: The website to be developed as per the specifications in Part A and your website brief.

1.2 Interpretation: This Agreement’s interpretation guidelines include but are not limited to the understanding that headings are for convenience, references to statutes include amendments, and currency refers to Australian Dollars. The document’s integrity remains unaffected by the invalidity of any clause, ensuring the remaining provisions stay enforceable.

2. Delivery of Client Materials

2.1 The Client is required to supply AI Property Agents with all necessary logos, graphics, data, and other materials for Website incorporation within 14 days of entering this Agreement.

2.2 The Client guarantees that all supplied materials will not violate any laws or infringe on any rights and indemnifies AI Property Agents against losses from breaches of this warranty.

3. Development of Website

AI Property Agents commits to developing the Website following the agreed-upon specifications promptly.

4. Licence to Use AI Property Agents Code

AI Property Agents grants the Client a non-exclusive, non-transferable licence to use the AI Property Agents Code within the Website, under specific conditions outlined in this section.

5. Licence Restrictions

The Client is restricted from using AI Property Agents Code beyond the scope of the Licence, including any form of code replication, modification, or unauthorized distribution.

6. Fees

The Client agrees to pay the specified Fees to AI Property Agents according to the outlined Payment Terms, exclusive of applicable taxes and duties.

7. Client Obligations and Warranties

This section outlines the Client’s commitments, including cooperation with AI Property Agents, provision of accurate information, and compliance with legal requirements.

8. Intellectual Property and Moral Rights

The Client grants AI Property Agents the right to use supplied Intellectual Property for service provision, including a waiver of moral rights for unrestricted content use.

9. Ownership of Intellectual Property in the Website

AI Property Agents retains all Intellectual Property Rights related to the Website and its code, granting the Client usage rights only under the specified Licence.

10. Development for Other Clients

AI Property Agents is free to develop similar materials for other clients, not restricted by the development of the Client’s Website.

11. Search Engine Optimisation

If included in the Services, AI Property Agents will employ best efforts to optimize the Website for search engines but does not guarantee specific rankings.

12. Domain Name Registration

When included, AI Property Agents will facilitate the registration of the Domain Name, adhering to the terms of the selected registrar.

13. Website Hosting

If hosting is part of the Services, AI Property Agents will arrange for the Website’s hosting, subject to the hosting provider’s terms and conditions.

14. Liability

Limits the liability of both parties, acknowledging the rights provided under the Australian Consumer Law to the extent permissible.

15. Confidentiality

Both parties commit to maintaining the confidentiality of shared information, with specific exceptions outlined.

16. Termination

Details the conditions under which either party may terminate the Agreement, including notice requirements and the effects of termination.

17. Notices

Specifies the acceptable methods of notice delivery and the associated timelines for each method.

18. Dispute Resolution

Encourages mediation for dispute resolution prior to pursuing litigation or arbitration, outlining the mediation process.

19. General

Covers amendments, assignment, severability, relationship definitions, jurisdiction, and the entirety of the Agreement, ensuring compliance with Queensland laws and acknowledging the document as the comprehensive agreement between the parties.

20. Amendments and Modifications Any modifications or amendments to this Agreement must be in writing and signed by both parties to be valid, ensuring mutual agreement on any changes to the terms outlined herein.

21. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts and tribunals of Queensland for resolving any disputes arising out of or in connection with this Agreement.

22. Force Majeure Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by unforeseeable events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

23. Assignment The Client may not assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of AI Property Agents. AI Property Agents may assign its rights and obligations under this Agreement in whole or in part to any affiliate or third party as part of a corporate reorganization, consolidation, merger, or sale of substantially all its assets related to this Agreement.

24. Waiver No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

25. Severability If any provision of this Agreement is determined to be illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to replace any invalid or unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

26. Entire Agreement This Agreement, including Part A and Part B, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.

27. Survival Sections of this Agreement that, by their nature, should survive termination of the Agreement will survive, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

28. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. The counterparts may be delivered via facsimile, email attachment, or other electronic transmission which shall be as effective as delivery of a manually executed counterpart of this Agreement.

Signatures By their execution, the parties below hereby agree to all of the terms and conditions of this Agreement set forth above and further certify that they have the authority to enter into this Agreement.

Client Signature:__________________________ Date: _______________

AI Property Agents Authorized Signature: ________________________ Date: _______________