The boring stuff.

Websites terms & conditions! Graphic design terms & conditions!
How we will work together. What you may expect form us and what we expect from you. All in one place. zimpul!

Terms
And
Conditions

All the fine print, little letters and the legal stuff in one place

This website is operated by zimpul Pty Ltd (ACN 150 280 989) trading as zimpul (referred to as we/us/our). Please read all of the important information below. If you do not agree to any of these terms and conditions, please do not continue to use this website.

APPLICATION

1. Definitions

In these terms and conditions:

a. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

b. Build fee means the cost of setting up the Software for the first time.

c. Customer or You/Your means a sole trader, partnership, company, trust, institution or government body, its related entities and affiliates or assignees that orders Services from us.

d. GST means the same as “GST Law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

e. Intellectual Property Rights means all present and future rights conferred by statue, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuity layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

f. Initial Term means 24 months from the day you placed an order with us.

g. Moral Right means:

i. a right to attribution of authorship, or

ii. a right not to have authorship falsely attributed; or

iii. a right of integrity of authorship; or

iv. a right of a similar nature; 

which is conferred by statue, and which exists or comes to exist anywhere in the world in a deliverable form

comprised within this agreement;

h. Service(s) means the services described in your order. This includes the creation and development of ideas, artwork, designs, plans, Software, website maintenance,

i. Software means the website to be developed pursuant to this agreement. documents, concepts, inventions, samples, prototypes, and improvements.

j. Terms means these terms and conditions.

k. Website means the website located at https://zimpul.com/.

2. Application of these terms and conditions

a. These Terms apply in relation to any Services we provide you, and it overrides any inconsistent terms or conditions in any purchases or other documents you use (unless we specifically sign a document agreeing otherwise).

b. You accept these Terms by placing an order with us.

3. Application of the Australian Consumer Law

a. If you are a consumer under the Australian Consumer Law, the Australian Consumer Law applies to the extent that it is inconsistent with these Terms.

b. If there is a minor problem with the Services (as defined in the Australian Consumer Law) we may carry out the Services again instead of offering you a refund.

c. If there is a major problem with the Services, a refund may be available or we may perform the Services again to address the concern.

ORDERS

4. Ordering the Services from this website

a. You may order Services from us by submitting an order through our Website (order).

b. Any order placed through our Website is an offer by you to purchase each particular Service in accordance with these Terms and we reserve the right to accept or reject an order you make using our Website for any reason.

c. We may cancel your order at any time and for whatever reason, prior to commencement of Services. If we do so, we will notify you via email about this change and we will give you a full refund of any monies that you have paid for the unfulfilled order.

d. Refunds will be made in the form of the original payment.

5. Order Status

a. Once you have placed your order, you will receive a confirmation email. If you do not receive a confirmation email, please email hello@zimpul.com.

b. You will also receive communication from our Project Manager to discuss the delivery schedule and the requirements of your website. After this, you will receive an email from our Project Manager setting out the delivery schedule, requirements and the timetable of your website.

CLIENT MATERIALS

6. Details you provide us

a. It is your responsibility to provide us with all information including but not limited to, photographs, written content, logos and other printed material, facilities and services reasonably required by us to perform our obligations under this agreement effectively, including use of computer equipment and telecommunications facilities if required.

b. You agree to provide us with all the details referred to in clause 6.a in accordance with the timetable provided in the email from our project manager.

c. You acknowledge that if you fail to provide us with all the details then there might be a delay in the completion of the Services and we may extend any previously agreed deadliness.

d. You acknowledge and agree that we are not responsible for any loss or damage that you may suffer as a result of you providing incorrect information to us including, but not limited to, your name, delivery address, contact phone numbers or email addresses.

WEBSITE DEVELOPMENT AND DESIGN

7. Our responsibilities

a. We agree to create, develop and provide the Software to you in accordance with the delivery schedule and the requirements provided in the email from our project manager.

b. We agree to provide the Services will all due care and skill in a professional manner consistent with the industry standards.

c. When you place an order with us for website maintenance services, the standard turnaround time is 3 business days.

d. However, if you require the website maintenance services in less than the standard turnaround time, then a surcharge will apply. A surcharge will also apply for any website maintenance services requested outside office hours.

e. The table below sets out the turnaround time and the applicable surcharge.

*Excludes Weekends & Public Holidays

Turnaround Time Surcharge

Standard – 3 Days 0%

1 Working Day – 50%

4 Hours – 75%

2 Hours – 100%

1 hour – 200%

Out of Hours * 200%

8. Website Design

a. Prior to commencing Software development, we will supply you with a design concept to approve.

b. The number of page templates that we will design for you will depend on your order. You are free to use thetemplates as often as you wish on your Software.

c. The number of revisions to the design concept that you can request will depend on your order.

d. Any further changes to the design of the website after signing off will attract additional charges as per our standard hourly rates.

9. Website Redesign

a. If you have been a client with us for 24 continuous months, after the end of this 24-month period your website will be eligible for a free redesign.

b. The monetary value of the redesign will be equal to the value of the Build Fee of your Software.

c. If you opt for a website redesign, then your Initial Term will be renewed for another 24 months.

d. You agree to inform us of your decision to redesign your website and to renew the Initial Term at least 3 months prior to the end of the Initial Term by emailing us at hello@zimpul.com.

10. Website Testing

a. Upon completion of the Software, you shall be responsible for ensuring that the Software operates.

b. If, during a period of thirty [30] working days following the completion of the Software, the Software fails to perform substantially in accordance with the specification provided in your order, it will be deemed not to be accepted.

c. If the Software is deemed not to be accepted pursuant to clause 10.b, we shall be given the opportunity to rectify the defect or replace the Software within a further period of fourteen (14) days.

d. If the Software fails to perform substantially in accordance with the specifications provided in your order during the 14-day period referred to in clause 10.c, you may, at your option, grant a further period during which satisfactory performance is to be achieved or alternative terminate the agreement.

e. The Software will be deemed accepted if it substantially conforms with specifications during any of the periods referred to in clause 10.b, 10.c and 10.d.

11. Domain names

a. We may purchase a domain name on your behalf. Payments and renewal of purchased domain names is your responsibility. If the domain name is lost or cancelled because of non-payment then it will be your sole responsibility.

12. Website hosting

a. We use a third-party server to host your website called Kinsta. Their legal policy is available here:

https://kinsta.com/legal/.

13. Out of scope work

a. Any work outside the agreed scope of Services will be quoted and invoiced separately and must be agreed upon in writing.

PRICING AND PAYMENT

14. Price and GST

a. Unless otherwise stated, the quoted prices for the Services are in Australian dollars and are inclusive of Goods and Services Tax (GST).

b. You agree to pay the stated price (and any applicable charges and taxes) in Australian Dollars for all orders.

c. You must pay GST if it is applicable at the same time and in the same manner as the consideration for the Services.

d. We reserve the right to change the prices of our Services at any time without notice, however the price displayed at the time you place your order will continue to apply to you even if the price changes before your order is accepted by us.

15. Cause

a. We are passionate about supporting causes throughout Australia. There is an option of allocating a percentage of the monthly fee to a cause nominated and accepted by us. The allocated percentage may vary from time to time.

16. Pricing Errors

a. We reserve the right to amend any pricing errors displayed due to human error, computer malfunction or other reason.

17. Payment terms

a. We accept payment by credit card (including Visa, Mastercard, AMEX).

b. We reserve the right to change our mode of payment at any time.

c. Unless otherwise agreed, you must pay for the Services in advance and we will not provide the Services until payment has been received.

d. To the extent permitted by law, we will not be held liable and responsible for any damages or consequential loss (whether direct or indirect) suffered by you as a result of any credit card fraud. We will not be held liable or responsible for any additional charges imposed by your credit card provider or bank, especially in the case where your purchase involves foreign exchange transactions.

e. If you default in your payments, a payment reminder will be emailed to you and you will have 7 days from the date of reminder to make your payments current. If you still fail to make a payment, we will automatically suspend our Services and the Software.

f. Your Initial Term will be automatically renewed for another 24 months unless you cancel the Initial Term at least 3 months before its expiry date. If you cancel the Initial Term, then we will suspend our Services at end of the current term. If this happens, then we may be in a position to export the Software data for you; but you will be required to build the Software from scratch.

GIFT VOUCHERS AND PROMOTIONS

18. Promotions

a. From time to time, we may offer special discounts and promotions. These can be applied to your order by using a promotional code. In order to benefit from these promotions, you need to type in the promotional code we have allocated in the space provided at the online checkout. The value of the promotion will be automatically applied to your order.

b. One promotional code may be used per transaction.

c. Other than as required by the Australian Consumer Law (for example if they are not of merchantable quality, not fit for their purpose or do match the examples on this Website), we do not provide full refunds on promotional items.

WARRANTIES AND INDEMNITIES

19. Warranty

We warrant that the Services we deliver will:

i. match the description in the invoice and any agreed specification;

ii. be free of third party claims or undisclosed securities; and

iii. be of acceptable quality as defined in the Australian Consumer Law;

20. Copyright indemnity

a. We warrant that the development of the Software does not infringe the intellectual property rights of any third party.

b. Subject to clause 20.a, we shall indemnify and hold you harmless against any claim made against you by a third party alleging that the Software infringe the copyright of that third party.

We shall not be liable to you under subclause 20.a and 20.b if:

i. you do not notify us of the other person’s claim or of infringement of copyright within thirty (30) business days after becoming aware of the claim;

ii. our ability to defend the claim has been prejudiced by your non-compliance with any of your obligations under this agreement;

iii. you do not give us the reasonable assistance in defending the claim;

iv. the claim has arisen because of the use of the Software in combination with equipment, materials or computer programs not supplied or approved by us; or

v. you do not permit us to have control of the defence of the claim and all related settlement negotiations.

20. Indemnification

a. You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:

i. any information that is not accurate, up to date or complete or is misleading or a misrepresentation;

ii. any breach of this agreement by you, your employees, contractors or agents; or

iii. any claim by a third party that any use by us of information, works, material or photographs supplied by you infringes that third party’s intellectual property rights or any other rights in any way.

b. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information we have given you or you have given us, respectively.

c. The obligations under clauses 21.a and 21.b will survive termination of this agreement.

21. Limitation of liability

a. We limit our liability in relation to the sale of Services to you as follows:

i. apart from the warranties in these Terms or any express guarantees, we exclude all warranties and guarantees, whether written or oral;

ii. our liability for any claims (whether for negligence, breach of contract or statute) is limited to our option of either:

ii. repeating the Services; or

iv. paying you the cost of having the Services repeated; and

v. we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses.

b. However, this limitation of liability does not apply if it would restrict, modify or exclude rights in a way that is not permitted under the Australian Consumer Law or other applicable laws.

INTELLECTUAL PROPERTY AND OWNERSHIP

22. Intellectual property rights

a. All text, graphics, logos, icons, images, photographs and software that feature on this website are protected under Australian and International copyright laws. You must not reproduce, store, adapt, distribute, display, publish, or create similar works from them.

b. If you upload any material or content on our website or social media accounts, you grant us an irrevocable, royalty-free licence to use and reproduce that material or content. Having said that, we do not claim ownership of intellectual property rights in respect to user content.

c. By providing any material to us for the Services, you grant to us a licence to use that material to the extent necessary to enable us to provide the Services, including by incorporating that material into any work. You warrant and represent that all material supplied by you is or will be at the time provided to us either owned by you or licensed to you on terms that permit you to make the material available for use by us on the terms set out in this agreement.

23. Our proprietary software

a. We will build your Software using our own proprietary software. We own all the intellectual property rights in the proprietary software. You will only have a revocable and non-exclusive licence to operate, maintain and host the Software.

b. You agree and acknowledge not to change the code of our proprietary software without our prior written permission.

c. After the end of the Initial Term, you will own intellectual property rights in the style, design and graphic design of the Software. You will also own intellectual property rights in the content that you upload on your website.

24. Stock images

a. If we purchase and use stock images on your website, then any use of these stock images will be subject to the accompanying licence terms and conditions.

25. Plugins and Fonts

a. Plugins

At times we may use available plugins for certain functionalities for your website. These plugins are licensed to us solely.

b. Fonts

For the development of your website we only use available free web fonts. Should your website require the use of speciality, or licensed fonts, you will need to provide us with the licence of use for these fonts.

MARKETING AND SOCIAL MEDIA

26. Email list

a. The email addresses we collect are only used internally for advanced notice of promotions, offers, new services and to send emails on tips and tricks to improve and use your Software.

b. We respect your privacy rights and will not sell or rent your email address to other companies. If you would like to be removed from our email list, you can do so by unsubscribing at the bottom of the emails sent to you.

c. We use third-party email marketing and survey services called Hubspot to send newsletters from time to time and your personal information may be held on a secure server that is not located in Australia.

27. Social Media

a. We currently operate and manage social media accounts on Facebook, Twitter, and Instagram and we may use other social media channels in the future.

b. By submitting content, you agree that we may use and reproduce this content including your name, for testimonial, or other purposes in any media and without any compensation to you. Any content you submit must be your original work.

c. You must not post any material that is defamatory, derogatory, racist, sexist, unlawful, obscene, infringing any third party’s intellectual property rights, breaching someone else’s confidentiality or privacy, misrepresenting your relationship with us or this website, misleading, false or deceptive on our social media pages.

d. We do not endorse the opinions expressed by the users on our social media pages and we reserve the right to edit or remove content that violates this agreement and to block your access to our page.

28. Testimonials

a. Any review or other matter that could be regarded as a testimonial or endorsement about any Services does not constitute a guarantee, warranty, or prediction regarding the outcome of any use of such Services and you acknowledge that testimonials represent the anecdotal experience of individual consumers.

USE OF THIS WEBSITE

29. Your use of this website

a. You are provided with access to this Website for your personal use only. You may not, without our written permission, on sell any information obtained from this Website, use any data mining robots or other extraction tools or metatag or mirror the Website.

b. You must take your own precautions to ensure that the process which you employ for accessing this Website does not expose your computer to the risk of viruses, malicious computer code or other forms of interference which may cause damage to your computer software and we take no responsibility for any interference or damage to your computer system that arises out of or in connection with your use of this Website.

30. Availability of this Website

a. From time to time, down-time, either scheduled or unscheduled, may occur. We will endeavour to work within reason to ensure the amount of down-time is limited and will not be held liable for the consequences of any downtime.

31. Links to third party websites

a. This Website may contain links to other websites that are operated, controlled or produced by third parties. Unless stated otherwise, this Website does not control, endorse, sponsor or approve any such third-party websites or their contents nor are we are liable for any loss or damage that you may suffer as a result of your visits to any third-party websites.

32. Interference with this Website

a. You must not make or attempt to modify, add, remove, hack, deface or otherwise interfere with this Website or to any material or content posted on this Website.

TERMINATION AND DISPUTE RESOLUTION

33. Buy-out

a. During the Initial Term or any subsequent renewal of the Initial Term you may request a buy-out figure to terminate this agreement. The buy-out figure shall be the remaining balance of your term.

b. Upon Buy-out, you will own intellectual property rights in the style, design and graphic design of the Software. You will also own intellectual property rights in the content that you upload on your website.

34. Notice of termination

a. You have the right to terminate this agreement in your sole discretion for any reason, with cause, at any time, subject to applicable provisions of this agreement with regards to your payment obligations.

b. We shall have the right to terminate this agreement in our sole discretion for any reason, with cause, at any time, by providing you thirty (30) written notice and by delivering a copy of all material and documentation, whether completed or in progress at the time of termination. You will own intellectual property rights in the style, design and graphic design of the Software. You will also own intellectual property rights in the content that you upload on your website.

c. Either party may terminate this agreement on thirty (30) days written notice to the other party in the event of a breach of any provision of this agreement.

d. This clause has no effect if the breaching party has been able to cure the breach within a thirty (30) day period from when the breach first occurred.

35. Termination

a. For the purpose of this clause, the following are terminating events:

i. The breach or threatened breach by either party of any of its material obligations under this agreement;

ii. The appointment of any type of insolvency administrator in respect of the property or affairs of either party;

iii. The entry or proposed entry by either party into any scheme, composition or arrangement with any of its creditors;

iv. The permanent discontinuance of use of the Software or any part of the Software by you; and

v. The merger with or the takeover of either party by another person.

b. This agreement may be terminated immediately on the happening of a terminating event at the option of the affected party.

c. If the terminating event is one specified in subclause 34.a (i)-(v), the affected party must give to the other party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be.

i. If the breach is not remedied or the undertaking not given (as the case may be) within fourteen (14) days, the affected party may agree to waive its rights under this clause if satisfied that the happening of the terminating event has not in any way prejudiced its position under this agreement.

d. Neither party shall be liable for the consequences of an occurrence of any event beyond its reasonable control.

e. Upon termination of this agreement, you shall be entitled to retain the custody of all materials and documentation in respect of which payment has been made pursuant to this agreement and we shall be entitled to retain or repossess all materials and documents in respect of which payment has not been made.

f. In the event that this agreement is terminated as a result of a breach of this agreement by us, you shall have the right, in addition to any other claims that you might otherwise have against us, to complete the work either yourself or through the services of a third-party supplier.

g. If our services are terminated prior to the completion of all deliverables, we shall be paid up and through the most recently approved deliverable.

36. Dispute Resolution

a. If a dispute arises between the parties, then the parties must work in good faith to resolve the dispute.

b. Before engaging in any legal action, each party must nominate a representative to enter discussions to find an amicable solution.

c. Should the representative fail to reach a resolution, then the dispute can be referred to their respective lawyers for further action.

MISCELLANEOUS PROVISIONS

37. Notices

a. All notices which are required to be given under this agreement must be in writing and must be sent to the address of the recipient or such other address as the recipient may designate by notice given in accordance with this clause.

b. Any notice may be delivered by hand or by prepaid letter or email.

c. Any such notice will be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting (except by prepaid letter) or when on transmission by the sender (if sent by facsimile) or (if sent by email and unless agreed otherwise), when the email enters the recipient’s mail server.

38. Variations

a. We may vary these Terms by giving you written notice at any time. The variation will only affect future orders.

39. Jurisdiction and governing law

a. These Terms are governed by the laws of the State of Victoria, Australia.

40. Events which are out of our control

a. We shall not be held liable and responsible for any delay in performance of our obligations under these Terms if the delay is caused by circumstances beyond our reasonable control

41. Severability

a. Any provision in these Terms which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. Otherwise, any provision in these Terms which is invalid or unenforceable in any jurisdiction is to be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms.

42. Disclaimer

a. You acknowledge and agree that, to the extent permissible at law this Website and all content appearing on it are provided on an “as is” and “as available” basis, without warranties of any kind. To the extent permissible at law, we exclude liability for any loss, damage or injury however caused (including through negligence), which you may suffer in connection with your use of this Website, or any other linked website and take no responsibility for any loss arising out of your use of or reliance on information contained on or accessed through this Website. We also exclude liability in respect of mistakes or inaccuracies on the Website, any unauthorised access to or use of secure servers and/or personal information and/or financial information stored on those servers, bugs, viruses, Trojan horses or other harmful code which may be transmitted to or through our Website by a third party or any interruption or cessation of transmission from our Website.

43. General provisions

a. If we do not take any action with respect to any breach by you or others of these Terms, this does not waive our rights to take action with respect to subsequent or similar breaches. Further, if any part of these Terms is found to be void, unlawful or unenforceable for any reason, then that part will be deemed severed from the remainder of these Terms and will not affect the validity of the remaining clauses. In the event that we merge, sell or otherwise change control of our business or this Website, we reserve the right and you hereby consent to us transferring, assigning or sublicensing the rights to use of any personal information and/or user content that you have provided to us.

46. Privacy Policy

a. For our privacy and policy statement, please refer to our Privacy Policy.

[These terms were last updated on 1 July 2020]

GRAPHIC DESIGN TERMS AND CONDITIONS


1. This Agreement sets out the terms and conditions on which Zimpul Pty Ltd (ACN 150 280 989) trading as Zimpul (we/us/our) provides services to you (you/your) in relation to the Services referred to in the Order addressed to you
and accompanying these terms and conditions.

2. Unless you or we enter into a separate agreement in relation to future services, this Agreement also governs any other Order for those future Services. By placing the Order, you agree to these terms and conditions.

3. It is your responsibility to read and understand these terms and conditions. If you have any queries or concerns, please notify us immediately.

DEFINITIONS

4. In this document, these terms have the following meanings:

a. Agreement means the terms and conditions set out in this document.
b. Business Day means a day other than a Saturday, Sunday, bank holiday or public holiday on which registered
banks are open for business in the State of Victoria, Australia.
c. Client Supplied Material means all text, graphics, photos, designs, trade marks, imagery and other information
or materials supplied by you to us, the use of which by us is necessary to provide the Services to you.
d. Confidential Information means all information about our business that we have or may give to you in the
course of providing the Services. This includes any initial concepts presented to you but not selected by the
you for development, any preliminary concepts, concepts created by us but not ultimately included as part of
the Services, in each case save where the information is in the public domain other than as a result of a breach
of confidence owed to us by any person (including you).
e. Fees means any and all amounts payable to us in respect of the Services.
f. GST means the goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act
1999 (Cth).
g. Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name,
confidential information, trade secrets and technical information as may exist anywhere in the world at any
time (whether capable of protection by registration or not), including all applications for any such rights.
h. Pre-Existing Intellectual Property means, in relation to Services, any Intellectual Property of a party that
existed before the date on which the relevant Order is placed by you.
i. Order means a confirmation email for the provision of Services, including as a minimum our professional
services fees for the Services, and where relevant a payment schedule for Fees.
j. Services means the specific services set out in the relevant Order.
k. Territory means the territory listed in the Order.
l. Works means any final artwork, visual work, design work, photographs, other graphic work, literary work, text,
film or other work produced by us for you as the deliverable product as part of the Services, and for the
avoidance of doubt, they exclude: any initial concepts presented to you but not selected for development into
a final work; any preliminary concepts, concepts created by us but not ultimately included as part of a final
work; and in certain scenarios our working (source or vector) files.

PROVISION OF SERVICES

5. When you place an Order, you acknowledge and agree that these terms and conditions will apply.

6. In providing the Services, we will ensure that the Services are provided with reasonable skill, care and diligence and to the standards reasonably expected of graphic designers performing services of a similar nature.

7. You must provide us with all instructions and materials that we need to provide the Services, including any Client
Supplied Material as and when required, and in the format requested by us.

8. You agree to review our work, provide feedback and give final approvals.

9. Unless expressly set out in an Order, the Services do not include: video or motion graphics, extremely complex or fine art illustration, fillable or interactive PDF documents, Photoshop art or complex photo manipulation, 3D/CAD,
HTML/CSS/UI/UX, mobile or app design, programming, coding or software development (Additional Services). If you
wish to receive Additional Services in relation to the agreed Services, these will be the subject of a separate quotation. For services excluded visit our website at www.zimpul.com/terms-and-conditions

10. You are responsible for reviewing any Works and ensuring those Works are free from errors, misleading statements or
other representations or claims within the Works which are incorrect or unable to be substantiated by you. We are not liable for any errors that are not identified by you as part of your review.

11. If you wish to modify the scope of the Services to be provided, you will notify us of the changes sought. Unless and until the parties agree to any necessary modifications to the relevant Order, Fees and timetable, we will be under no obligation to provide those Services as modified but may decide to do so in which case we will be entitled to charge for the additional work on a time and materials basis.

TIMINGS

12. We have a minimum of three business days turnaround. All turnaround times specified in the Order are estimates only. While we will use all reasonable endeavours to meet any turnaround times, this may not always be possible due
to scheduling and workloads or other causes or events outside our control. 

13. If you miss a feedback or approval deadline, the completion date may be affected, and you acknowledge that the length of this effect will be determined on a case-by-case basis, considering our internal scheduling.

INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT

14. Nothing in this Agreement affects the ownership of any rights in respect of each party’s Pre-Existing Intellectual Property. Without limiting the foregoing, the ownership of all Intellectual Property in the Client Supplied Material remains at all times with you or your third-party licensees.

15. By providing any Client Supplied Material to us, you grant to us a licence to use that Client Supplied Material to the extent necessary to enable us to provide the Services, including by incorporating that material into any Works. You warrant and represent that all Client Supplied Material is or will be at the time provided to us either owned by you or licensed to you on terms that permit you to make the Client Supplied Material available for use by us on the terms set
out in this Agreement.

16. Unless otherwise agreed between the parties in writing, all Intellectual Property in Works and other materials created by us in the course of this Agreement or providing Services will vest absolutely and automatically on creation, and remain thereafter, in us.

17. Upon us receiving full payment for an invoice, we grant to you a royalty-free, non-exclusive licence in the Territory for you to use all Intellectual Property in the Work that is the subject of that invoice.

18. The royalty-free non-exclusive licence provided in clause 18 by us to you:

a. is solely for your own use and does not include the right to sub-license use to third parties, save as is strictly
necessary to enable your own use of those Works;
b. is strictly limited to use in the Territory; and is limited to the particular purpose for which the Works were
originally provided to you.

19. You may request a quotation from us to extend the licence for the Works to a further territory or use or request that we assign the Works to you. We may, at our sole discretion, provide that additional quotation to you. Upon acceptance of the quote, and payment of the additional fees, we will extend the royalty-free, non-exclusive licence in the Works to
the territory and/or further uses contemplated in that quote or assign the Works.

20. We may, from time-to-time, release working files to you for the purposes of review, approval and progress reporting. Unless otherwise agreed, such working files are supplied without any licence or other right on the part of you to modify such files, or to permit their use by third parties, and must be deleted or destroyed upon provision of the final Works. You indemnify and agree to keep us indemnified against all liability, losses, costs or expenses incurred by us in any way, directly or indirectly, connected with any breach of any Intellectual Property in any Client Supplied Material.

21. You acknowledge that the licence provided to you is not an exclusive licence, and that therefore we may use the Works for other purposes, including reproducing the Works on our website or including the Works in our folio. We will not supply the Works to your direct competitors; however, it is your duty to provide us with the names of your direct
competitors.

CONFIDENTIALITY

22. You agree to keep (and ensure, to the best of your ability, that your employees, independent contractors, agents and any other persons acting or working on your behalf (such as volunteers) or any other third parties who may come in contact with material belonging to us, keep) the Confidential Information strictly confidential.

23. You must:

a. only access and use the Confidential Information for the purpose of us providing the Services;
b. take all reasonable steps to maintain the strict confidentiality of the Confidential Information;
c. ensure that proper and secure storage is provided for Confidential Information while in your possession or
under your control;
d. take all precautions necessary to prevent disclosure of Confidential Information;
e. not use or attempt to use the Confidential Information in any manner which may injure or cause loss, either directly or indirectly, to us, or which may be likely to do so;
f. take reasonable precautions to prevent any unauthorised use, disclosure, publication or dissemination of
Confidential Information; 
g. promptly notify us if you suspect, or become aware of, any loss or any unauthorised use, storage, copying or
disclosure of the Confidential Information;
h. immediately take all steps necessary to prevent or stop, and comply with all our reasonable directions in
respect of, suspected or actual breaches of this Agreement; and
i. if requested by us, immediately return to us, or destroy, delete and erase, all materials that contain
Confidential Information. This clause survives the termination of this agreement.

24. The return, destruction, deletion, erasure or retention of Confidential Information does not relieve you from any of your other obligations under this Agreement.

PAYMENT

25. We estimate fees for our professional services are as set out in the relevant Order. Our professional services do not
include disbursements/out-of-pocket expenses including but not limited to costs associated with:
a. courier fees;
b. printing of proofs;
c. photographer fees;
d. illustrator fees;
e. stock imagery;
f. font licences;
g. other materials needed to provide the Services;
h. costs of any other third parties, such as tradesman; or
i. travel charges where travel and accommodation charges which have been authorised by you. 

(Disbursements).
26. You must reimburse us for all such Disbursements. 

27. You agree that you will always engage with the external service providers and our role will only be to assist the arrangement between the external provider and you. We will not act as an agent for you to engage with external
service providers.

28. Any work required to be performed by us beyond the estimate set out in an Order, or additional work required outside the scope of an Order, will be charged at our hourly rates unless otherwise agreed with you in writing. We may notify you in advance of revised hourly rates from time to time, in which case that revised rate will apply.

29. In consideration for us providing the Services, you must pay the Fees. The Fees paid are considered service rendered.

30. You must pay an additional amount to us that is equal to any GST payable on any supply that is made under this Agreement. You are also responsible for paying any other tariffs, withholding tax, or other tax or levy associated with its receipt of the Services.

31. All payments to be made to us must be made in the full amount shown in each invoice, free of any deductions or withholdings, and without you exercising any right of set-off. If there is a mandatory withholding or deduction imposed by operation of law, you must increase the amount of the payment so that we receive as the net amount the amount shown in each invoice. Any such grossing up of the payment will not count as part of the Fees.

LIMITATION OF LIABILITY

32. Under no circumstances, and howsoever arising, we will not be liable to you for any special, indirect, consequential or
punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if
advised of the possibility of such damages.

33. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, our aggregate
liability under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach
of contract or otherwise), shall not exceed the sum of all Fees paid to us in respect of the relevant Services giving rise to
the liability.

INDEMNITY

34. You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:

a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation provided
to us, our employees, contractors or agents;
b. any breach of this Agreement by you, your employees, contractors or agents; or
c. any claim by a third party that any use by us of information, works, material or Intellectual Property supplied
by you infringes that third party’s rights in any way.

35. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or
litigation that arise as a result of your use of our Services including but not limited to disputes, complaints,
investigations or litigation that arises out of or relates to incorrect information we have given you or you have given to
us, respectively.

36. The obligations under clauses 35 and 36 will survive termination of this Agreement.

TERMINATION

37. A party may terminate this Agreement the agreement at any time without giving cause.

38. In the event of termination of this Agreement:

a. You must download all your information prior to cancelling – upon cancelling your account, we will close, and
remove access, to your account.
b. We may retain any amounts paid to us by you and are entitled to be paid amounts that have been invoiced but
not yet paid;
c. You must reimburse us for any costs (including any handling or administration fees) that have been incurred by us up to the date of termination and for which we have not yet been reimbursed by you;
d. You also must pay us for work completed up to the date of termination but not yet invoiced or paid, plus any interest; and
e. You must pay to us all costs incurred by us (including costs for which we may be contingently liable) in any attempts to collect any monies owed by you to us under this Agreement. This includes debt collection costs, repossessions costs, location search costs, process server costs, interest and solicitor costs on a solicitor-client
basis.

GENERAL

39. Each party warrants to the other that it has the power and authority to enter into this Agreement and the
obligations contemplated by it. 

40. Each party enters into this Agreement as an independent contractor. Nothing in this Agreement creates,
constitutes or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, any other party, except as expressly provided for in this Agreement.

41. This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties in respect of its subject matter. 

42. Any notice or document required to be given under this Agreement must be in writing and may be given by
hand, post, email or facsimile as shown in the relevant party’s contact details, shown set out in an Order or
otherwise notified by one party to the other.

43. We may assign, license or sub-contract our rights and obligations under this Agreement without your consent.

44. You must obtain our consent in writing to assign (including by way of a change of ownership of you), license or sub-contract your rights and obligations under this Agreement.

45. Any modification to or variation of this Agreement, including an Order, must be in writing.

46. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed, and the remainder of the Agreement will remain in full force and effect.

47. If there is a dispute between the parties in relation to any matter connected with this Agreement or a project,
the parties must meet in good faith to seek to resolve the dispute by agreement between them. The parties agree to follow this procedure before resorting to any legal proceedings, save that nothing in this clause prevents either party from seeking urgent injunctive relief.

48. This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria,
Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.
By placing an Order, you accept the terms of this proposal and engage Zimpul Pty Ltd (ACN 150 280 989) trading as Zimpul to undertake this project.

The unlimited Graphic Design Services do not include: video or motion graphics, very complex or fine art illustration, fillable or interactive PDF documents, Photoshop art or complex photo manipulation, 3D/CAD, HTML/CSS/UI/UX, mobile or app design, programming, coding or software development.

If you wish to receive Additional Services in relation to the Agreed Services, these will be the subject of a separate estimate.

PRIVACY AND CONFIDENTIALITY

1. Privacy

a. The parties will not use or disclose any Personal Information for a purpose other than discharging their obligations under this agreement. The parties further agree to comply at all times with the National Privacy Principles contained in Schedule 3 to the Privacy Act 1988 (Cth) (or an applicable privacy code approved by the Australian Information Commissioner pursuant to that Act) in the same way and to the same extent as the parties would have been required to comply had they been directly responsible for performing the act or practice concerned.

b. The parties will take all necessary steps to protect Personal Information in their possession against misuse or loss and it will return all such information to the owner of the information (or if requested by the owner, destroy or deidentify such information) upon termination or expiry of this agreement. This clause will survive the termination or expiry of this agreement.

c. For the purpose of this clause, Personal Information means information or an opinion about an individual as defined in section 6 of the Privacy Act 1988 (Cth) which is collected, used, disclosed, stored or handled by the supplier for the purposes of this agreement.

2. Confidentiality

a. We recognise that during the course of our work with you, we may have occasion to conceive, create, develop, review, or receive information which is considered you to be confidential or proprietary. This includes information relating to inventions, patent, trade mark and copyright applications, improvements, know-how, specifications, drawings, cost data, process flow diagrams, your supplier lists, invoices, ideas, and/or any other written material referring to same (‘Confidential Information’).

b. Confidential Information your sole and exclusive property.

c. Both during the term of this agreement and thereafter:

i. We agree to maintain in confidence such Confidential Information unless or until:

1. it shall have been made public by an act or omission of a party other than itself; or

2. We receive such Confidential Information from an unrelated third party on a non-confidential basis.

ii. We further agree to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorised persons or disclosure.

d. If requested by you, we agree to promptly return to you all materials, writings, equipment, models, mechanisms, and the like obtained from or through you including, but not limited to, all Confidential Information. We agree that we will not, without first obtaining your prior written permission:

i. directly or indirectly utilise such Confidential Information in our own business; or

ii. manufacture and/or sell any product that is based in whole or in part on such Confidential Information; or

iii. disclose such Confidential Information to any third party