terms

These are the standard terms and conditions of supply of Insight Design services.

Please read these terms and conditions carefully. It is a condition of your use of the

Services that you ("you") comply with these terms and conditions.

1. Terms and Amendment Procedure

1.1 This agreement comprises, in order of priority, highest to lowest:
1.1.1 the terms and conditions of this agreement
1.2 This agreement commences on the date upon which Insight Design confirms to you by email or any other written medium that a Service has been commenced or activated ("Commencement Date").
1.3 We may vary these terms, the amount we charge for any Service, or the terms of the operation of any Service, at any time by general notice on a page of the Internet referred to on the Terms of the Insight Design Web Site at http://www.insightdesign.net.au/contact/terms. Changes other than price changes will become effective upon publication of the notice.
Where we vary the prices for any Service, we will give at least 30 days notice of the change by the same means, and the new prices will apply at the end of that period.
1.4 If you use a Service after publication of any change in accordance with clause 1.3, your use will constitute acceptance of the amended terms.
1.5 These terms constitute the agreement in its entirety and supersede all prior agreements.
1.6 Any reference in this agreement to Insight Design's"supplier" is a reference to any third party service provider of Insight Design (a "Supplier"), if and to the extent a Supplier is supplying any part of the Services to you on behalf of Insight Design.

2. Services

2.1 The Services shall be provided to you from the Commencement Date for the period specified in the Proposal, or, for such extended period agreed from time to time by you and Insight Design writing ("service Period").
2.2 Prior to or upon the Commencement Date, you and Insight Design shall agree on the key phrase or keyphrases (depending on the Services that you have elected to obtain from Insight Design) in respect of which Insight Design will provide the Services (as the context requires, depending on the Services that you have elected to obtain from Insight Design "Agreed Keyphrase/s").
2.3 You agree to provide Insight Design with any information, material, excerpts of or links from or to any content ("Your Web Site Information") on Your Web Site (as "Your Web Site" is defined by clause 2.4 below) reasonably requested by Insight Design, to assist Insight Design with providing the Services to you.

3. Billing and Payment

3.1 You must pay for the Services in accordance with the prices and charges published on the Insight Design Web Site or the Proposal
3.2 You must pay all prices and charges for the Services and other amounts incurred by you or any designated users or incurred as a result of any use of the Services (whether authorised or not) in accordance with the billing provisions specified on the Insight Design Web Site or in the Proposal.
3.3 Prices and charges published on Insight Design's Web Site or in the Proposal are inclusive of any government taxes or charges unless otherwise stated.
3.4 Unless otherwise stated, all fees are payable in advance and non-refundable.
3.5 Any information concerning specific discounts given to you are strictly confidential.
3.6 Credit & or periodic payments will not be accepted unless on specific terms agreed to by you & Insight Design

4. Your Warranties

You warrant that:

4.1 you have not entered into this agreement or obtained any Services on the basis of, or in reliance on, any statement or representation (whether made orally or in writing and regardless of the medium used) made by either Insight Design or its Supplier concerning this agreement or any of the Services, other than any statement or representation contained in this agreement;
4.2 you are at least 18 years of age;
4.3 your use of the Services will not at the Commencement Date or thereafter, infringe the intellectual property or any other rights of Insight Design, its Supplier or any third party;
4.4 you have the right to provide us with Your Web Site Information, and, if applicable, FTP Access, with respect to Your Web Site;
4.5 you will not alter, and will procure that no other person alters, any element of the textual content, content structure, graphical content and/or source code of Your Web Site, at any time during the Service Period, without Insight Design's prior written consent;
4.6 neither Your Web Site nor any of the content of Your Web Site (including, without limitation, Your Products and Services (if applicable), Your Web Site Information, and if applicable, any Optimisation Changes implemented by Insight Design or, by you or anyone on behalf of you) (collectively, "Your Web Site Property") will infringe the intellectual property or any other rights of any third party;
4.7 Content provided by you, to us, for your website, will not infringe on copyright, intellectual property or any other rights of any third party.

5. Our General Disclaimer of Warranties

5.1 To the extent permitted by law, neither Insight Design nor its Supplier, nor any employees, affiliates, agents, suppliers, third-party information providers, merchants, licensors nor the like (each a "Relevant Party") of either Insight Design or the Supplier, make any warranties of any kind, either expressed or implied, statutory or otherwise, relating in any way to the subject matter of this agreement, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services or any equipment provided, and all such warranties are hereby excluded.
5.2 Insight Design agrees to use all reasonable efforts to provide the Services to you. However, you acknowledge to, and agree with, Insight Design, that nothing in this agreement shall constitute an express or implied warranty or guarantee by any Relevant Party of either Insight Design or its Supplier:
5.2.1 that the Services will be uninterrupted or error free;
5.2.2 that the Services will be free from external intruders (hackers), virus or worm attack, denial of service attack,
or other persons having unauthorised access to the services or systems of Insight Design or its Supplier;
5.2.3 concerning the results or success that may be obtained from the use of the Services;
5.2.4 concerning any increase in revenue, profit or goodwill that may be obtained as a consequence of you using the
Services (including, for the avoidance of doubt, any increase in revenue, profit or goodwill in connection with any
products and/or services that you may determine to offer for supply, or supply via your web site, the Internet or
otherwise ("Your Products and Services"));
5.2.5 as to the accuracy, reliability or content of any information services or merchandise contained in or provided
through the Services, or, for the avoidance of doubt, any information provided by Insight Design or its Supplier
in any advice, report or communication to you or any other party;
5.2.6 that the provision of the Services will result in the ranking of Your Web Site improving; and/or
5.2.7 that the provision of the Services will result in an increased amount of traffic or users to Your Web Site; and/or
5.2.8 concerning any market conditions (whether favourable or not) that may be in existence at the Commencement
Date will continue; and/or
5.2.9 that the provision of the Services generally, or any software utilised by Insight Design to provide the Services,
will not be subject to, or result in, either errors and/or delays.
5.3 You acknowledge that although Insight Design may suggest Optimisation Changes to you in connection with providing the Services, Insight Design cannot and does not, nor does any Relevant Party, take any responsibility for Your Web Site or Your Web Site Property. Accordingly, you agree that you shall at all times be solely responsible for Your Web Site and Your Web Site Property notwithstanding the provision of the Services to you by Insight Design or its Supplier.
5.4 Without limiting the above, you acknowledge that Insight Design's Services may require Insight Design to use, interface with or input information into Supplier's systems (including companies such as Google and Yahoo!) and you agree that Insight Design has no liability to the extent that the Supplier is unable to provide its services to you.

6. Indemity

You will indemnify and defend Insight Design and its Supplier and all directors, officers, employees, and agents of Insight Design and its Supplier (each an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable legal fees) incurred by any Indemnified Party arising out of, or directly or indirectly relating to:

6.1 Your Web Site; and/or
6.2 Your Web Site Property; and/or
6.3 Insight Design's role as your agent (and any action or inaction by Insight Design as part of that role); and/or
6.4 any breach of this agreement by you; and/or
6.5 the use of the Services by you.

Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, restrictive trade practices, misleading statement, misleading or deceptive conduct, breach of contract, defamation or injury to reputation, or other injuries or damage to business.

7. Limitation of Liability

7.1 You agree that neither Insight Design nor its Supplier shall be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by you or any third party, whether in an action in contract, tort or strict liability or other legal theory, even if Insight Design or its Supplier (as the case may be) has been advised of the possibility of such damages.
7.2 Subject to clause 7.1, you further agree that the aggregate liability of Insight Design and its Supplier for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) shall not exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.
7.3 You agree that where any statute implies any term into this agreement, and that statute avoids or prohibits provisions in a contract excluding or modifying the application of or liability under such a term, then the term will be taken to be included in this agreement. However, the liability of Insight Design and its Supplier for any breach of the term will, if permitted by that statute, be limited, at our option, to the re-supply of the services again; or payment of the cost of having the services supplied again.
7.4 We acknowledge that some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of Insight Design and its Supplier (and the liability of any director, officer, employee, agent, affiliate, content provider or service provider of Insight Design and its Supplier) shall be limited to the greatest extent permitted by applicable law.

8. Intellectual Property

8.1 You acknowledge that all right, title and interest in any and all:
8.1.1 technology, including the software;
8.1.2 any documentation and material that is part of or provided with the Services; and
8.1.3 any know-how, trademarks or service marks of Insight Design or its Supplier,
(collectively, "Our Intellectual Property") is vested in Insight Design, its Supplier and/or the licensors of Insight Design or its Supplier (as the context requires).
8.2 Unless otherwise specifically provided in this agreement, you agree that you shall have no right, title, claims or interest in or to Our Intellectual Property.
8.3 You may not copy, modify or translate any of Our Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of Our Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so.
8.4 Unless otherwise specifically permitted by this agreement, you are not authorised to distribute or to authorise others to distribute any of Our Intellectual Property in any manner without the prior written consent of Insight Design and/or its Supplier (as the context requires); provided, however, that nothing in this clause 8.4 shall preclude you from using Our Intellectual Property as incorporated in the Services. This clause 8.4 shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which you may now have or hereafter acquire in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to you.

9. Confidential Information

You acknowledge that, in the course of the performance of this agreement, you may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of Insight Design or its Supplier ("Confidential Information"). You agree to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this agreement. Upon request of Insight Design or on termination or expiration of this agreement, you shall return the Confidential Information of Insight Design or its Supplier then in your possession to Insight Design or its Supplier. Nothing in this agreement shall prohibit or limit your use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in your possession, as evidenced by your records; (c) is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by you without any breach of this agreement; (e) is the subject of a written permission to disclose provided by Insight Design and/or its Supplier (as the context requires); or (f) is required by law to be disclosed.

10. Force Majeure

Neither Insight Design nor its Supplier shall be liable for failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

11. Suspension or Termination of this agreement

11.1 In addition to any other rights under this agreement, Insight Design may suspend or terminate this agreement and cease providing the Services to you:
11.1.1 if you breach any term of this agreement and (if capable of remedy) fail to remedy that breach within 14 days
of receipt of a notice from Insight Design requiring you to remedy that breach; or
11.1.2 if any of the following events occur:
11.1.2.1 you becomes insolvent or are otherwise unable to pay its debts as and when they fall due;
11.1.2.2 you (or any third party) institutes any insolvency, receivership or bankruptcy proceedings with respect to
you, for the settlement of your debts;
11.1.2.3 you make a general assignment for the benefit of creditors; or
11.1.2.4 you cease to conduct business.
11.1.3 if requested to do so by a third party.
Notwithstanding any suspension of any Service under this clause 11.1, you shall remain liable for all charges due at the commencement of the suspension period throughout the period of suspension.
11.2 In addition to any other obligation under this agreement, if Insight Design terminates this agreement:
11.2.1 you must pay all outstanding charges to Insight Design immediately; and
11.2.2 any licence issued to or by you in relation to the Services will cease from the date of termination.

12. Miscellaneous

12.1 The law in force in New South Wales, Australia governs this agreement and the transactions contemplated by this agreement.
12.2 In the event it is necessary for Insight Design to enforce its rights under this agreement, you agree to pay all fees incurred by Insight Design (including, but not limited to, legal fees and collection agency fees)
12.3 This agreement shall be binding upon and inure to the benefit of you, your respective successors and assigns. You may not resell any Services or assign your rights and obligations under this agreement without the prior written consent of Insight Design.
12.4 A provision of, or a right created under this agreement, may not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by the parties.
12.5 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.