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Plinth Digital Terms and Conditions
Last updated on 09-02-2024
Plinth Digital Pty Ltd
ABN 40 673 346 999
Welcome to Plinth Digital (“the Company”)
In these terms, we also refer to the Company as “our”, “we”, or “us”.
You or the entity that you represent are “you” or “the Client”.
What are these terms about?
These terms apply when you use this website, being https://plinth.digital (“Website”) and any other websites, services or APIs we operate with the same domain name and any different subdomain and/or extension, including Plinthos (“Services”).
These terms also apply when you commission work from the Company, including Plinthos Kits (“Products” or “Work”).
If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here [Insert Link].
How do I read these terms?
We separated these terms into three parts, so they are easy to read and understand.
Those parts are:
- Part A: Terms for when you buy Products (applies when you buy)
- Part B: Terms for when you browse and interact with this Website (applies when you browse)
- Part C: Liability and warranties, and interpretation provisions (applies to both buying and browsing)
Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Products unless you have read and agree to these terms.
I’ve returned to your Website, do I need to read these terms again?
Once you place an Order, these terms are deemed accepted and will apply to your purchase of those Products. However, please note that we may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase Products. You can check the date at the top of this page to see when we last updated these terms.
Part A - For When You Buy Products
QUOTATIONS
Quotations for a Scope of Work are generated by the Company on the basis of various factors including but not limited to:
Expected time investment;
Costs of externally sourced assets;
Other external or imposed constraints (e.g., rush fee for compressed project timelines).
Quotations may be subject to change if additional work is required. Alternatively, project scope may be adjusted to fit the budget.
All quotations are an estimate. No quoted delivery dates are guaranteed and can vary.
The Client agrees to provide written approval of the Quotation and the associated scope of work before any work is commenced.
ACCOUNTS
To access Services and Products, you may be required to sign-up, register and receive an account through the Website (an Account).
As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.
You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(Suspension or Cancellation by Us) We may suspend or cancel your Account (including Subscriptions as outlined in clause 7) if you do not comply with these terms or any other reason on notice to you. In the case of Subscriptions, this may mean you lose access to Products and Services.
The Company also reserves the right to delete your account or refuse to provide the Product as part of our services.
The Company will not be liable to you for any suspension, cancellation or termination of your Account.
(Account Security) While we undertake our best endeavours to manage and protect the security of our Website, you are responsible for the security of your account and password, and any activity on our Services.
PAYMENT
All prices are:
per unit (except where indicated);
in Australian Dollars; and
subject to change prior to you completing an Order without notice.
(Payment obligations) Unless otherwise agreed in writing, you must pay the invoiced amount within 14 days of receipt of an invoice.
(GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by the Company, you must pay the GST subject to the Company providing a tax invoice.
(Card surcharges) The Company reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
- Until the price of your Products or Work is paid in full, title in those Products is retained by the Company. Risk in the Products will pass to you on delivery in accordance with clause 5. Delivery must not be refused by you.
ASSETS
Any digital assets required for the completion of the Work (e.g., images, 3D models, fonts, copy, etc.) (“Assets”) that are to be provided by the Client must be provided within 14 days of the commencement of the Work (i.e., the approval of the Quotation) unless otherwise agreed in writing.
In the absence of any required digital assets, the Company will attempt to complete the Work using placeholders or similar but the Company is not responsible for any delays that arise from late delivery of required digital assets.
If an Asset provided by the client is not appropriate for use in the Work, the Company will make reasonable effort to modify the assets to make them more appropriate for use but the Company is not responsible for any alterations to project scope arising from complications from inappropriate assets provided by the Client.
By providing assets to us, or by adjusting or replacing assets after the delivery of the Work, you represent and warrant that you have the appropriate authorisation and consent, when using intellectual property rights that do not belong to you in our Work (e.g. your company’s logo), agree that we are not liable for any infringement of intellectual property rights based on your act or omission in this regard.
DELIVERY
- (Delivery Issues) From time to time, an issue may arise with our third party providers such as web hosting services, email servers, or Payment Providers. If any issues arise, we advise that you contact us as soon as possible, so we can assist you in rectifying the issue and helping to fulfil your Order. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries, or any issue outside of our control (e.g. your internet connection does not work).
CHANGES TO YOUR ORDER
CANCELLATION BY US
We reserve the right to cancel your Order for any reason and we will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.
CANCELLATION BY YOU
You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you. However, our refunds process in clause 6.3 may apply.
REFUND POLICY
Our Products are provided on an ‘as is’ basis, and therefore we do not offer refunds on purchases of the Product.
We will provide a full refund of the price paid for a Product only if we determine that:
- a Product you have ordered was not received by you solely due to failure by us;
- a Product is faulty, in accordance with clause 6.3(c), in which case we may provide full refund of the price paid for a Product.
(Faulty products) The following process applies to any Product you believe to be faulty.
If you believe your Product is faulty, please contact us using the details provided on our Website with a full description of the fault (including images).
If we determine that your Product is not faulty, we will refuse your request for a refund.
All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.
If you fail to comply with the provisions of this clause 6 in respect of a faulty Product, we may, in our absolute discretion, issue only a partial refund or no refund in respect of the faulty Product.
Nothing in this clause 6 is intended to limit or otherwise affect the operation of any of your rights which cannot be excluded under applicable law.
INTELLECTUAL PROPERTY (products)
The Products will consist of two components, the Assets, and the Code.
The Company will grant you a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and distribute the intellectual property rights in the Product’s Assets.
The Company will grant you a non-exclusive, worldwide, royalty-free license to use the intellectual property rights in the Product’s Code. You are not permitted to copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher, or decompile any part of the Code.
The Company retains all ownership rights to the intellectual property rights in the Assets and the Code; or any other intellectual property rights created during the course of the Services.
Any other use of the intellectual property rights requires prior written consent from the Company.
You shall not sublicense, sell, or transfer the intellectual property rights granted to you without prior written consent of the Company, unless expressly authorised in this agreement.
You agree that you have the appropriate authorisation and consent when using intellectual property rights that do not belong to you on our Website (e.g. your company’s logo) agree that we are not liable for any infringement of intellectual property rights based on your act or omission in this regard.
You shall defend the Company against any claim, demand or proceeding made or brought against the Company by a third-party alleging that any content you have submitted to us, or your use of our Website infringes or misappropriates the intellectual property rights of a third-party or violates any laws in your jurisdiction, and shall indemnify the Company for any damages finally awarded against, and for reasonable legal fees incurred by the Company in connection with any such claim, demand, or proceeding.
In this clause 7, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, computer code and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
The Company may at any time terminate this license upon written notice if you breach any material term of this agreement. Upon termination, you will immediately cease use of any intellectual property rights granted to you and return or destroy and copies of the intellectual property in your possession.
THIRD PARTY TERMS SUPPLIERS
If we need to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (Third Party Terms).
Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Website), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Products or any services related to providing the Products and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we may not be able to provide the Products to you, and you can cancel your Order in accordance with clause 6.
Part B - For When You Browse This Website
ACCESS AND USE OF THE WEBSITE
You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.
YOUR OBLIGATIONS
You must not:
copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of the Company;
use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products;
use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
use the Website with the assistance of any automated scripting tool or software;
act in a way that may diminish or adversely impact the reputation of the Company, including by linking to the Website on any other website; and
attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
gaining unauthorised access to Website accounts or data;
scanning, probing or testing the Website for security vulnerabilities;
overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
instigate or participate in a denial-of-service attack against the Website.
INFORMATION ON THE WEBSITE
While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:
the Website may have errors or defects (or both, as the case may be);
the Website may not be accessible at times;
messages sent through the Website may not be delivered promptly, or delivered at all;
information you receive or supply through the Website may not be secure or confidential; and
any information provided through the Website may not be accurate or true.
We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content (as defined below).
INTELLECTUAL PROPERTY
The Company retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.
You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from the Company or as permitted by law.
In this clause 12, “intellectual property rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.
LINKS TO OTHER WEBSITES
The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.
THIRD PARTY PLATFORM
This Website is powered by multiple third party platforms and the terms and conditions of those third parties may apply to your use of this Website to the extent applicable to you. Those terms can be accessed here:
To the maximum extent permitted under applicable law and our agreement with our third party platform provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.
SECURITY
To the maximum extent permitted by law, the Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.
REPORTING MISUSE
If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our Website.
Part C - Liability And Other Legal Terms
LIABILITY
WARRANTIES
Under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL), you may be entitled to certain remedies (like a refund, replacement or repair) if there is failure with the goods or services provided. Nothing in these terms is intended to limit the operation of the ACL. Please note that:
Products sold by the Company, will have only the benefit of any warranty given, and insurance held, by the manufacturer.
To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
LIABILITY
To the maximum extent permitted by law and subject to clause 17.b.ii, the total liability of each party in respect of loss or damage sustained by the other party in connection with these terms is limited to the total Fees paid by you to the Company under the most recent Order.
Clause 17.b.i does not apply to your liability in respect of loss or damage sustained by us arising from your breach of:
- Part A – clause 7: Intellectual Property;
Claims for loss of or damage to Products in transit must be made against the carrier.
Consequential loss
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any Products or services provided by us, except:
in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
GENERAL
GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
SEVERANCE
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.
JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.
COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.
INTERPRETATION
(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $, or “dollar”, is to Australian currency;
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.
NOTICES
Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in this agreement, and the email’s subject heading must refer to the name and date of this agreement.
If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.