Welcome to www.wuilt.com (“www.wuilt.com”) website creation service.
1.1 By accessing www.wuilt.com or by registering to try our service for 30 days trial period or subscribing to any of our premium plans you agree and accept that our Services are provided to you on the basis of these terms and conditions (Terms). We may change our terms and conditions from time to time and any changes to these terms can be viewed on this website.
1.2 You accept our Proposal and Terms by paying the subscription fees set out in our website www.wuilt.com (Payment), per the payment method set out in our website www.wuilt.com
1.3 The Terms constitute the entire agreement between Wuilt, its successors and assignees (Wuilt, we or us) and you relating to the Services. There are no agreements, understanding, warranties or representation between us other than contained in these Terms.
1.4 A binding agreement to purchase comes into existence between you and us, once you have made the Payment. No changes to the Terms will be effective unless we both agree to the changes in writing.
1.5 Our areas of expertise are set out on our Website. We do not provide advice in other areas. You should seek specialist advice in these areas, if required.
1.6 You must be 18 years old or older to subscribe to our products and services.
Our Services are changed as follows:
(a) a fixed fee as set out in our website www.wuilt.com; or
(b) based on an hourly rate + GST, invoiced on the basis of time spent.
If you choose Services based on an hourly rate, we will provide information about our current hourly fees to you.
Our rates are varied from time to time. We will give you 30 days' notice in writing of any changes to our Service fees.
3.1 You agree to pay us a monthly or annually subscription fee, as set out in our website www.wuilt.com.
3.2 Prices are shown in American Dollars (USD). Total price includes GST (where applicable). You will pay any tax not currently applicable but which is ruled applicable by any new law or interpretation under the laws of Australia.
3.3 Prices are payable as specified in www.wuilt.com, by the methods set out in www.wuilt.com.
3.4 The Price, Services can be varied by written agreement between us, including by email.
3.5 If an Invoice for Services is unpaid we will cease to provide Services to you, until we receive payment of the Invoice.
3.6 We reserve the right to charge you interest at the rate of 1.5% per month on all overdue invoices.
3.7 We reserve the right to charge credit/debit card automatically to collect our monthly or annual fee.
5.1 We, including our employees and contractors, agree not to disclose your Confidential Information and Intellectual Property to any third party; to use all reasonable endeavours to protect Confidential Information and Intellectual Property from any unauthorised disclosure; only to use the Confidential Information and Intellectual Property for the purpose for which it was disclosed by you and not for any other purpose; and to use all reasonable endeavours to ensure that our agents and consultants to whom Confidential Information is disclosed, maintain the confidentiality of the Confidential Information.
5.2 You, including your employees and contractors, agree not to disclose our Confidential Information or Intellectual Property to any third party; to use all reasonable endeavours to protect Confidential Information and Intellectual Property from any unauthorised disclosure; and only to use the Confidential Information and Intellectual Property for the purpose for which it was disclosed or provided by us to you, and not for any other purpose, and to use all reasonable endeavours to ensure that your agents and consultants to whom Confidential Information is disclosed, maintain the confidentiality of the Confidential Information.
5.3 These obligations do not apply to Confidential Information that:
(a) you authorise to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
(c) Is received from a third party, except where there has been a breach of confidence; or
(d) Must be disclosed by law or by a regulatory authority including under subpoena.
5.4 You agree that nothing in this Agreement constitutes an assignment by wuilt or you, of any Intellectual Property rights to the other
5.5 The obligations under this clause will survive termination of this agreement.
6.1 Cancellation prices will be charged if you cancel a Service within a 24 hour period prior to the start date. We retain 50% of the payment on cancellation. We will refund the balance of 50% of the Payment, to you, to the same payment method you used to the pay us.
6.2 Either party may terminate the agreement between us, by giving the other party 24 hours written notice, or a shorter notice period if both parties agree in writing including by email.
6.3 Either party may terminate the Terms, if there has been a material breach of these Terms, subject to first following the dispute resolution procedure in these Terms.
6.4 We may terminate the Terms at any time, immediately, in our sole and absolute discretion, if:
6.5 On termination of these Terms you agree:
6.7 On completion of the Services, we will retain your documents (including copies as referred to above) as required by law. You authorise us to destroy documents as statutory record keeping periods expire, or on termination of these Terms.
6.8 The parties acknowledge that any breach of this Agreement may result in loss and damage to the other party, and in this regard the parties acknowledge that the innocent party may be entitled to a claim for damages arising from a breach.
6.9 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
7.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback, please contact any member of our staff, or contact us on the Website.
7.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to attempt to resolve the dispute by negotiation and agreement between them, including by email.
7.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause shall be without prejudice to any other rights or entitlements of the Parties under these Terms, by law or in equity.
8.1 ACL: Certain legislation including the Australian Consumer Law (ACL) in Schedule 2 of the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified.
8.2 Services: If you are a consumer as defined in the ACL, the following applies to you: We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.
9.1 Liability: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees, warranties and terms relating to the Services and this agreement, except those set out in this agreement, including but not limited to:
9.2 Third party services and products: To the extent permitted by law, use of third party services and products is subject to the terms and conditions of that provider, and we have no responsibility, liability or obligations whatsoever.
9.3 Mitigate liability: In the event of any issues with the Services, including loss or damage, you agree to use all reasonable efforts to mitigate loss and damage including to inform us immediately, and to following our instructions to mitigate loss and damage. We have no responsibility, liability or obligations for loss or damage caused by your failure to do so.
9.4 Maximum Liability: Unless we have additional liability under the ACL, our maximum liability to you is the cost of resupplying the Services to you. This includes, but is not limited to using all reasonable efforts to resupply the Services.
12.1 wuilt is not required to resupply Services to consumers for reasons outside of the ACL requirements, or for non-consumers, for reasons including:
11.1 You will be liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:(i) any information that is not true, correct and complete or is misleading or a misrepresentation; (ii) any breach of these Terms; (iii) and any misuse of the Services; from or by you, your employees, contractors or agents.
11.3 The obligations under this clause will survive termination of these Terms.
Any notice required or permitted to be given by either party to the other under these conditions will be in writing addressed to you at the email address in the agreement. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission. Email delivered is deemed to have failed if the sender receives any notification that the deliver y is not complete.
13.1 Expertise: You acknowledge that our Services cover the scope set out in this agreement. Our Services do not include items or matters that do not fall without our direct expertise.
13.2 Website: While the information and material contained on our Website is believed to be accurate and current, it is provided by us in good faith on an "as is" basis. We accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy or completeness of the information contained on our Website.
13.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. However, as such mail is not secure it may be copied, recorded, read or interfered with by third parties while in transit. If you ask us to provide or transmit any document or information electronically, by email or other online or electronic system for sharing or storing documents, you release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
13.4 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
13.5 GST: If and when applicable, GST payable on our Services will be set out on our Invoices. By accepting these Terms you agree to pay us an amount equivalent to the GST imposed on these charges.
13.6 Relationship of parties: The Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.
13.7 Provision: We may provide the Services to you using our employees, contractors and third party providers, and they are included in the definitions of wuilt, us or we, where relevant, in these Terms.
13.8 Referral: On request by you, we may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services. We disclaim all responsibility and liability for all losses, damages, expenses and costs that you or any person may incur due to the third party advice or provision of services, or failure to advise or provide services.
13.9 Priority: If these Terms differ from any other information that you have been provided with, including by email or phone, these Terms apply, unless we agree otherwise in writing
13.10 GST: If and when applicable, GST payable will be set out on our Invoices. By accepting the Terms you agree to pay us an amount equivalent to the GST imposed on these charges
13.11 Assignment: This agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.
13.12 Severance: If any provision (or part of it) of the Terms are held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of the Terms are valid and enforceable.
13.13 Jurisdiction & Governing Law: The Terms is governed and construed in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.
Act of Insolvency means, for (a) the suspension or cessation of business activities; (b) the appointment of an administrator, liquidator, receiver or trustee; or (c) any other act or event which shows, or tends to show, that you are insolvent, or have committed an act of insolvency within the meaning of the Corporations Act 2001
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.
Confidential Information means confidential information about the business, organisational structure, programs, processes, business methods, operating procedures, methods, activities, products and services, trade secrets, know how, all financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, results of tests, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".
Customer means your business or, if the customer is a natural person, means you.
GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations
Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to techniques, inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
Invoice means an invoice from us to you.
Parties mean the parties entering into these Terms.
Price means the payment amount set out in the Invoice, unless varied by agreed between us in writing including by email.
Services means the services set out in the Proposal, unless varied as agreed between us in writing including by email.
Term is as set out in the Proposal, or the date on which these Terms is terminated, if earlier.