Acre Technologies – Terms & Conditions of Trade

PREAMBLE

1. Preamble

1.1 All Services of Acre Computer Services Limited, whether gratuitous or not, are supplied subject to these Conditions and:

• (a)The provisions of Part I shall apply to the provision of all and any Services.
• (b)The provisions of Part II shall only apply to the provision of Website Hosting Services.
• (c) The provisions of Part III shall only apply to the provision of Web Development Services.

PART I - GENERAL CLAUSES

2. Definitions

2.1 “Acre Technologies” means Acre Computer Services Limited, its successors and assigns or any person acting on behalf of and with the authority of Acre Computer Services Limited.

2.2 “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.

2.3 “Goods” shall mean all data, graphics, pictures, trade marks, software and other Goods to be incorporated in the Customer's Website (including, but not limited to), user data created by the operation of the Customer's Website (and where the context so permits shall include any supply of Services as hereinafter defined);

2.4 “Services” shall mean all Services provided by Acre Technologies to the Customer and includes any advice or recommendations (and where the context so permits shall include any provision of Goods as defined above). 2.5 “Prohibited Content” means any content on a Website that:

• (a) is, or could reasonably be considered to be, in breach of the broadcasting standards or any other applicable law or applicable industry code; or
• (b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or
• (c) is, or could reasonably be considered to be, in breach of any person's Intellectual Property Rights.

2.6 “Website” means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface.

2.7 “Price” means the Price payable for the Goods as agreed between Acre Technologies and the Customer in accordance with clause 6 below.

3. Acceptance

3.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.

3.2 These terms and conditions may only be amended with Acre Technologies consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Acre Technologies.

3.3 These terms and conditions are meant to be read in conjunction with these Terms and Conditions and/or Acre Technologies specific Maintenance Support Service Agreements (Essential, Platinum or Deluxe). If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.

4. Authorised Representatives

4.1 Unless otherwise limited as per clause 4.2 the Customer agrees that should the Customer introduce any third party to Acre Technologies as the Customer's duly authorised representative, that once introduced that person shall have the full authority of the Customer to order any Goods or Services on the Customer's behalf and/or to request any variation to the works on the Customer's behalf (such authority to continue until all requested works have been completed or the Customer otherwise notifies Acre Technologies in writing that said person is no longer the Customer's duly authorised representative).

4.2 In the event that the Customer's duly authorised representative as per clause 4.1 is to have only limited authority to act on the Customer's behalf then the Customer must specifically and clearly advise Acre Technologies in writing of the parameters of the limited authority granted to their representative.

4.3 The Customer specifically acknowledges and accepts that they will be solely liable to Acre Technologies for all additional costs incurred by Acre Technologies (including Acre Technologies profit margin) in providing any works, Goods, Services or variation/s requested by the Customer's duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

5. Change in Control

5.1 The Customer shall give Acre Technologies not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to, changes in the Customer's name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by Acre Technologies as a result of the Customer's failure to comply with this clause.

6. Price and Payment

6.1 At Acre Technologies sole discretion the Price shall be either:

• (a) as indicated on any invoice provided by Acre Technologies to the Customer; or
• (b) Acre Technologies quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (7) days.

PART II: WEBSITE HOSTING

24. What Acre Technologies Will Do

24.1 Acre Technologies will, at its sole cost and expense:

• (a) install the Customer Goods on Acre Technologies Server;
• (b) host the Customer Website on Acre Technologies Server;
• (c) ensure that from the Live Date:
  • (i) sufficient capacity is maintained on Acre Technologies Server to enable Users access to the Customer Website in a timely manner;
  • (ii) the Customer Website is accessible to Users in accordance with the Service Levels (subject to reasonable downtime for server maintenance which has been notified to the Customer prior to the commencement of the downtime or Website Maintenance in accordance with Clause 24.1(d));
• (d) provide the Customer with reasonable access to the Customer Website to perform maintenance services.

25. What Acre Technologies Will Not Do

25.1 Acre Technologies will not:

• (a) alter or amend, or permit any person to alter or amend the Customer's Website without the written consent of the Customer;
• (b) post or display on the Customer's Website any advertisement, sponsorship or promotion without the written consent of the Customer;
• (c) use any User Data for marketing, referral or other purposes except as expressly authorised by this agreement;
• (d) sub-licence, rent, time-share, lease, lend or grant any rights to use the Customer's Website; or
• (e) assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this agreement.

26. What The Customer Will Do

26.1 The Customer will, at its sole cost and expense:

• (a) develop and maintain the Customer's Website;
• (b) provide the Customer's Goods to Acre Technologies, in such form as reasonably prescribed by Acre Technologies from time to time, and hereby grants Acre Technologies a non-exclusive, world wide, irrevocable licence to use the Customer's Goods for the purposes of hosting the Customer's Website;
• (c) do all things reasonably necessary to enable Acre Technologies to host the Customer's Website on Acre Technologies Server;
• (d) ensure that the Customer's Goods supplied to Acre Technologies do not contain:
  • (i) Prohibited Content;
  • (ii) a Link to any Website that contains Prohibited Content; or
  • (iii) any viruses, trojan horses, worms, time bombs or any other software program or routine designed for or capable of interfering with the operation of the Hosting Services.

27. What The Customer Will Not Do

27.1 The Customer will not do anything that prevents or hinders Acre Technologies from providing hosting services to any other person.

PART III: DEVELOPMENT OF THE WEBSITE

28. What Acre Technologies Will Do

28.1 Upon approval of the Specifications and Quotation in accordance with this agreement, Acre Technologies will:

• (a) use its best endeavours to develop the Website in accordance with the Development Stages; and
• (b) to the extent specified in the Specifications, negotiate and procure Third Party Agreements on behalf of the Customer.

29. What The Customer Will Do

29.1 The Customer will, in addition to any other obligations expressed in this agreement, have the following responsibilities:

• (a) provision of all data to be incorporated into the Website;
• (b) provision of logos, designs, graphic and related Goods to be incorporated into the Website; and
• (c) provision of any other information, ideas or suggestions which are to be expressly considered by Acre Technologies in developing the Website;
• (d) ensure all information and data supplied to Acre Technologies is accurate and valid.

29.2 The Customer will ensure that Acre Technologies is given such information and assistance as Acre Technologies reasonably requires to enable Acre Technologies to construct and maintain the Website.

29.3 Acre Technologies will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Website which is attributable to:

• (a) incorrect information provided by the Customer, either pursuant to this clause or otherwise; or
• (b) failure by the Customer to provide relevant information, either pursuant to this clause or otherwise; or
• (c) any 3rd party Goods used by Acre Technologies in creation of the Website.

30. Maintenance

30.1 Subject to Clause 30.2, Acre Technologies will provide the Maintenance Services in accordance with Acre Technologies Maintenance Service Agreements.

30.2 The Customer will procure all necessary authorisations, licences and consents to enable Acre Technologies to have access to the Website in order to provide the Maintenance Services.