Digital Services Agreement

You are entering into a contract with The Metro Group Aust  and your key contact person at The Metro Group Aust will be:






Name: Menelaos Glaros






[email protected]



Phone: 0421640774



This agreement is made up of all of the following:



  1. Your contact at Metro Group Aust






  1. Our contact details schedule



  1. Client details schedule



  1. Terms and Conditions



Other details:



Terms and Conditions



 The Schedules set out who you are, what you’ve asked Metro Group Aust  to supply, the cost of supply and the contact details



for the parties. These terms and conditions set out the conditions of supply to you.



1 Parties



 1.1 When you read words “Metro Group Aust ”, “us”, “our” or “we” it means Metro Group Aust  and where



appropriate, includes our officers, employees and agents.



1.2 The words “Client”, “you”, “user” or “your” means you, the Client identified in the Schedule, and where appropriate,



includes your officers and employees.



2 What we do



 2.1 We offer digital marketing and IT services to assist you in constructing, growing, designing or developing your business or idea. We will provide the services in a professional and competent manner and keep you updated as to our






2.2 Metro Group Aust  will perform the services selected in the Schedule during the term of this agreement in exchange for the



applicable service fees.



2.3 The Services will be provided in accordance with any applicable timeframes set out in the Schedule. If there is likely



to be any adjustment in that timeframe due to a Force Majeure event or any other reason, we reserve the right to make



changes to the timeframes and we agree to notify you as soon as possible.



2.4 We can assist you with additional services not already identified in the Schedule subject to consultation and scope.



This will attract an additional cost.



2.5 Any additional work outside the scope of the Services in the Schedule (including small tasks) will be charged at our



hourly rate.



2.6 We may subcontract part of the work or use external suppliers. Any subcontractors or external suppliers will be



bound by these terms and conditions.



3 Services



 This clause 3 sets out procedures, terms and conditions that are specific to each of the services we offer. The balance of the



agreement applies to all of our services. If you are not sure what services you are using, check in the service and fee



schedule for details of the services we are providing. If you are purchasing a bundle of services, the terms for each individual



service we supply will apply to you.



3.1 Website design and development



(a)  Consultation – We will discuss your needs with you and ask you to provide your specifications, business brief



(including branding and ‘look and feel’ if appropriate), product placement information, content, data, video and any other



requested information before we can start work.



(b)  Production Schedule – We will provide you with a timeline of development including all of the functionality you have



requested in the consultation phase and the costs of development. Changes cannot be made to that schedule without



affecting the cost of the build.



(c)  Once you accept our build costs, you must pay a deposit equal to 50%  of the quote for work to commence. The



deposit is non-refundable.



(d)  Design – For each major section of the website, we’ll create a design. This may be only the homepage, or several



pages if they require individual design.



(i) We’ll ask for feedback and you can make two rounds of changes.



(ii) If you don’t give us feedback within the timeframe we have specified (usually 7 days), we will assume you are



satisfied with the content and design and will start the development phase.



(iii) Any additional changes at that time will increase the time required to complete your project and incur additional fees.



(e) Development – The design you have approved will be turned into a working website on our development server.



(f) Testing and acceptance –



(i) Once development is complete, we will provide a link and ask you to test and review the website. Colour and image



quality may vary different depending on your systems. Not all computers or monitors are the same.



(ii) If there is something we have done that is not consistent with your accepted design, we will carry out any necessary



and reasonable modifications without extra charge. Other minor changes may be requested before the website is made



viewable by the public.





(iii) Any design related changes will incur additional re-design fees. We will let you know if re-design is required before



starting that work.



(g) Handover – We will assist you in uploading the final files to your preferred hosting company after our invoices have



been paid or other arrangement for payment has been agreed.



(h) Exclusions



(i) You will be responsible for registering the website’s domain name, arranging hosting, setting up third party providers



(for example shopping carts), optimisation and all costs associated with these items.



(ii) We can assist you with hosting, e-commerce solutions, optimisation and future changes to the website design



however each of these will incur additional fees which we will provide a separate quote for (if requested).



(iii) We do not create content for you.



(iv) Hosting and ongoing website management are not included unless set out in our service and fee schedule.



(v) During development or after handover of the website, if anyone other than us attempts to update, edit or alter website



pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the website’s



architecture, time to repair pages will be treated as additional work and charged at our standard or overtime rates as






(vi) We are not responsible for any downtime or security breaches occurring after the date of handover.



(i) What happens if you do not like the work we complete for you? This can happen. There is a creative element in



website design and, as with any creative pursuit, despite following the brief and applying skill in producing a quality product,



you may not like the outcome. However, we will have still spent valuable time creating your work and have the right to be



paid. To avoid ending up in this scenario we recommend you:



(i) check out other websites we have designed before you engage us and make sure our style fits your concept. Once



you pay your 50% deposit, it is non-refundable, so make sure you do your research first



(ii) let us know the feel and look you are chasing and provide images/video that reflect this feel



(iii spend a bit of time reviewing the draft and making sure you are happy



(iv) provide clear guidance if you require amendments



(v) talk to us if you have any concerns.



(j If you decide you no longer wish to use our services, you may finish your agreement with us at any time and take the



work we have completed to date (which we will charge for accordingly, for the work completed to this point). Note however



the 50% deposit is non-refundable even if you terminate our working relationship before we have completed 50% of the work.



3.2 Website hosting



(a) White Label Reseller



(i) We act as a reseller of hosting services provided by AWS – Amazon Web Services. The benefit of working with us is



that we are able to discuss any hosting issues with the host on your behalf and resolve those issues promptly without any



hassle to .



(ii) and you are each bound by the terms and conditions for hosting services published and updated from time to time by






(iii) We will let you know if we intend to move your website to a different hosting service, together with a link to their terms and



conditions. In unusual circumstances we may be required to move your website before giving notice, and will provide notice



as soon as possible after doing so.




(b) Servers



(i)  Hosting services are usually provided as part of a shared server environment. This means that your website may not



be the only website residing on a web server connected to the internet. It is possible, although unlikely, that an event affecting



another website may impact all websites on the same server.



(ii)  VPN (virtual private networks) and dedicated servers are not shared server environments and attract different hosting






(iii)  Our hosting services will be limited by the service parameters identified by the hosting service, including the steps



available to ensure the security of the server and your website.



(iv)  While we will communicate with the hosting provider, we offer no guarantee that the server or your website will be free



from unauthorized users or hackers. We will not be liability for loss or damage arising from a security breach.



(v)  reserve the right to change, remove, amend, suspend or terminate your account at any time if your website has a



negative impact on the server. If this occurs, we will assist in promptly transferring your website to a new server. Additional



costs may be incurred in this process.



(vi)  From time to time, the hosting provider may carry our maintenance on its servers, and during that time your website



may not be visible to the public.



(c) Format



(i) If you are transferring an existing website to us for hosting, it must be provided in the format specified by us.



(ii) Any website transferred for web hosting services must not contain any material detrimental to us or any other user,



including any viruses, trap doors, back doors, Trojan horses, time bombs, Easter eggs, worms, cancelbots or other computer



programming routines that are intended to detrimentally interfere with, damage, expropriate or surreptitiously intercept any



system, data or personal information.



(d) Acceptable use – You agree to use the web hosting Services for legal purposes. If we become aware or suspect that



your website is being used for illegal purposes, we will be entitled to immediately cease the web hosting services and



terminate this agreement.



(e) Disk Space



(i) We provide for hosting of up to 20GB, 50GB or 100GB of data, depending on your chosen plan, for each website. We



will provide notice to you if you are getting close to that limit. To find out what plan you have selected, please refer to the



service and fee schedule.



(ii) The amount of traffic to a website may also affect its hosting. A large number of visits in a short period of time can



overload a server. Access to your website will be unavailable if the server is overloaded.



(iii) If you have requested a VPN or dedicated server, higher limits will apply and will be included in your Proposal or



notified to you.



(f) Bandwidth



(i) We provide for hosting of up to 25GB, 100GB or 400GB of data, depending on your chosen plan, for each website.



We will provide notice to you if you are getting close to that limit. To find out what plan you have selected, please refer to the



service and fee schedule.



(ii) Additional bandwidth will be charged at $0.50 cents per GB.



(iii) If you have requested a VPN or dedicated server, higher limits may apply and will be included in your Proposal or



notified to you.



3.3 App design and development



 (a) We will follow the same process for App design and development as set out for websites in clause 3.1 above. In



addition, the following provisions will also apply.



(b) We will assist you to have your App listed in the iOS or Android marketplaces listed in our proposal for services and



agreed by you. Where any App marketplace has pre-conditions for listing, like the provision of a privacy policy, meeting those



pre-conditions is your responsibility. If you fail to do so, our obligation to assist you in having your App listed, will lapse.



3.4 E-commerce



 (a) We may assist you to identify a suitable e-commerce platform for your website or other services.



(b) We can assist in the set up of your online store as well as integration of that store with your payment systems, email



marketing systems and stock management systems.



3.5 Digital marketing



 (a) We will assist you to develop a digital marketing strategy as set out in the service and fee schedule.



(b) Development of an online marketing strategy may include business analysis, identifying the results to be measured,



situation analysis, recommending platforms for your use, and designing marketing campaigns for email, social media or other






(c) All marketing strategies take time, are tested, measured and changed incrementally to try and achieve the best



results. What we do is dependent on how the third party platforms work. Those third party platforms may change without






(d) We cannot guarantee that your objectives will be met or that your results will be consistent or improve. We are not



responsible for any loss or damage incurred by you as a result of changes made by third party platforms.



(e) Third Party Platforms



(i) We may recommend third party platforms for you to support your digital marketing strategy. Your third party provider



has its own terms and conditions. It is your responsibility to read the terms and conditions. You will need to establish an



account, including adding your billing details.



(ii) If necessary, you authorise us to access or create, establish and configure accounts with third party platforms on your



behalf to perform the Services. We will provide you with the full login and administration details of any account established on



your behalf.



(iii) You authorise us to share your details with third party platforms to create accounts and perform the Services. Your



third party platform accounts will be accessible to you at all times.



(iv) You will be responsible for the cost of maintaining your third party platform accounts and agree to keep your billing



details up to date. It is usual for the third party providers to automatically deduct any monthly cost from your nominated



account. You are responsible for ensuring that there are sufficient funds available to cover any monthly billing.



(f) You acknowledge that third party platforms may change their policies, algorithms, regulations or systems at any time.



We cannot be held liable for loss or damage incurred by you as a result of changes made to third party platforms, this



includes the closure of an account by the platform provider without notice or explanation.



(g) Making changes



(i)  We will propose changes to your marketing strategy, or additional campaigns, for your approval prior to



implementation. You have five (5) days to provide changes and comments after we send work to you for approval. If you do



not provide a response, we will proceed as if no changes are required.



(ii)  If you make changes to any campaigns or advertising through third party platforms without informing us, this could



negatively affect results and costs. Metro Group Aust  will not be liable for any loss or damage arising as a result of your









3.6 Email marketing



(a)  You will either need to establish an account, including adding your billing details or provide us with the account



details of your preferred email marketing automation system. We may recommend systems we are more familiar with using if



you do not already have an account.



(b)  You will need to add Metro Group Aust  as an authorised user on that account once established. We will provide the



information you need to complete that process.



(c)  You authorise us to access your email marketing automation system so that we can set up the campaigns identified



and agreed in your online marketing strategy.



(d You warrant that every customer on your database who will receive your email campaigns has given their consent to



receive electronic message from you, and that you will comply with relevant anti-spam legislation at all times.



(e)  All emails campaigns set up by us will have an unsubscribe facility, and you agree that you will not attempt to disable



this function at any time.



(f)  You agree that any customers who opt to unsubscribe from emails will be removed from your database immediately,



and not receive further emails.



(g)  You agree to indemnify, defend and hold harmless Metro Group Aust  against any loss, damage, costs or liability resulting



from a third party claim in relation to your breach of this clause.



3.7 Graphic design



 (a) At your request we may design, create, write or edit content on your behalf. We may also purchase licenses to use



themes, stock images, stock music or stock videos on your behalf.



(b) Consultation – We will discuss your needs with you and ask you to provide your requirements before we can start






(c) Production Schedule – We will let you know how long it will take to produce your designs.



(d) Where we are to provide content, you undertake to review all material supplied by us to satisfy yourself that it does



not infringe third party intellectual property rights, before approving that material for inclusion in your website.



(e) All content created by us will be provided to you for approval. Before giving approval, you will have two (2)



opportunities to ask for revision. Additional revisions will attract an additional cost as set out in the fee schedule.



(f) You may authorise us to create content and conduct campaigns on your behalf without your direct involvement. We



will carry out the work consistently with the objectives you have told us, and any work completed for you in the past. We act



as your agent in this process and you us against any liability (including legal fees and costs) threatened or actual, arising



from that work.



(g) All intellectual property rights in content created on your behalf will remain the property of ‘The Metro Group Aust’.



(h) Once you have accepted and paid for the design, we will provide it to you in a file format suitable for printing and for



future amendment.



3.8 Domains



 (a) There is no guarantee that a domain you wish to register is available.



(b) Domain name registration and hosting are separate things. Hosting is attached to a domain name in order to make



website content visible to the public. Domain name registration secures the address where people can find your website.



(c) You must establish and configure your own account for domain name registrations, including the appropriate billing details to be attached to that account, unless you ask us to do that for you. We still need your billing details to set up on the






(d)  Your account should be set up so that the registrar will automatically deduct registration renewal costs from your



credit card account. You are responsible for ensuring that there are sufficient funds available in your account and your



payment details are up to date. Your details can be updated at any time.



(e)  The registrar requests a check and update of account contact details annually. If Metro Group Aust  is listed as an



administrator contact on that account, we will notify you of any request received by us on your behalf, and the time frame for






(f)  Any fees payable to register a domain name are processed by the registrar and any billing enquiries will need to be



taken up directly with the registrar.



3.9 Consulting services



 (a We can provide consulting services to assist you in clarifying your business objectives online, streamlining or



integrating systems, installing and configuring software or other similar services, but request.



(b) Before providing any consulting services, we may be required to prepare a suggested scope of services before



properly understanding your needs. Scoping will be charged at our hourly rate, or a fixed fee notified before we start. The



scoping fee will remain due and payable regardless of whether or not you proceed with the scoped work.



(c) Consulting fees are charged at a fixed fee, or on an hourly rate.



4 Duration of this agreement



 4.1 For one-off services (for example graphic design), this agreement continues until the services are complete.



4.2 For any continuing services, or ongoing agreement which may occur more than once,  (for example white labelling, hosting or support ) this agreement runs for the initial period set out in the schedule (or, if no period is shown, for 12 months from the start date), and then automatically renews for ongoing one-year periods unless



terminated in accordance with clause 11.



5 Requesting changes



 5.1 To request a revision:



(a) You have five (5) days to provide changes and comments after we send work to you for approval. If you do not



provide a response, we will proceed as if no changes are required.



(b) Changes and comments must be provided in writing.



(c) Changes and comments must be provided in one complete brief and not multiple emails.



(d) We will consider each email about changes as a separate round (our quoted fee includes two (2) rounds of revision






(e) Extended revisions outside of this scope will be charged at our hourly rates.



(f) If a project is abandoned or suspended, an administration fee will apply to reactive that project.



6 Abandonment



 6.1 If after repeated attempts to begin, continue or finalise the delivery of services You fail to participate or provide



required materials in a timely manner, or become unresponsive to our emails or phone calls for a period of five (5) business



days without explanation (abandonment), the Services will be placed in abeyance or cancelled at our discretion.



6.2 Upon cancellation of the Services all fees currently owed but not yet paid will immediately become due and payable,



together with an administration fee of $500, or a reasonable amount for the expenses already incurred, and the work we have completed at that time.



6.3 If the Services are terminated due to abandonment, we are not under any obligation to continue to provide any






6.4 If the Services are placed in abeyance, all outstanding fees will immediately become due and payable. If you ask us



to restart the work, you agree to pay an administration fee notified by us up to 10% of the total project value, to reactivate the






6.5 Upon receipt of payment for reactivation, we will allocate time to your project in our workflow, as time becomes






7 Your responsibilities



 7.1 You warrant that the person signing this agreement on behalf of the Client is duly authorised to bind the Client to the



terms of this agreement.



7.2 You agree to provide Metro Group Aust  with a dedicated contact person, remote connection capabilities, all passwords and



system access and authorisation to your systems as necessary for Metro Group Aust  to carry out its obligations under



this agreement.



7.3 You agree:



(a)  to be bound by and comply with the terms of this agreement;



(b)  to promptly provide information or feedback when requested;



(c)  not to directly or indirectly induce any employee or contractor of Metro Group Aust  to contract directly with you or become an employee of yours or of an entity related to you;



(d)  to pay invoices and fees owing to us in full and on time in accordance with the payment terms shown on our invoice, and understand that we may, at our discretion, suspend or cease to provide services to you if any invoice or fees becomes overdue.



7.4 If you breach your responsibilities or other parts of this agreement, we may terminate this agreement and you may be subject to prosecution and damages.



7.5 You agree to promptly notify Metro Group Aust  of any defects arising in the services provided.



7.6 You warrant that you have the right or license to use all information provided to Metro Group Aust . You agree to indemnify us against any loss or damage (including consequential loss) that may result from any information provided by you, including



but not limited to copyright breach or other intellectual property infringement.



8 Your Data



 8.1 Title to and proprietary rights in your business information, or other material provided to us to complete the services,



and any information you upload during the term of this agreement (data), remains your property.



8.2 While all care is taken to store your data, we will not be responsible or liable for the theft, deletion, correction,



destruction, damage, loss or failure of any stored data.



8.3 All information or data uploaded is the sole responsibility of you, or the person providing the data. We are not responsible for this content and will have no liability in respect of the quality of the data, or any third-party rights in respect of that data.



8.4 If this agreement is terminated, we will hold your data for a maximum period of ninety (90) days from the date of termination. At your request, your data will be accessible by you during this period. Fees may apply for provision of data by request. At the end of the ninety (90) day period, your stored data will be permanently deleted from the Metro Group Aust




 9 Security, Accessibility and Integrations



 9.1 Any data stored in or processed through us is stored or processed in Australia.



9.2 Continuous access to the Metro Group Aust  website, hosting, e-commerce or other platforms (‘platforms’) are dependent on



third party services. As a result, these items may be inaccessible from time to time.



9.3 We cannot guarantee that the Metro Group Aust  platforms will always be error free. We will not be liable for any periods that



the Metro Group Aust  platforms are not functioning or are malfunctioning.



9.4 We are committed to maintaining the security of our platforms however, no system can be 100% secure, so we do



not provide any guarantee of the security of the Metro Group Aust  platforms or your data.



9.5 Where our Metro Group Aust  platforms integrate with other systems including yours, we are not responsible for the



integration process, impact on existing systems or the loss of information if integration is unsuccessful.



9.6 Metro Group Aust  disclaims all liability for any computer virus or technological problems that were not intentionally caused



by us or are beyond our control. You are encouraged to install and maintain up-to-date security on your systems. We do not



warrant that the Metro Group Aust  platforms are free from viruses, malware or similar damaging code.



10 Fees and Payment



 10.1 All fees quoted are expressed in Australian dollars (AUD) and are exclusive of GST unless otherwise noted. You



agree to pay to Metro Group Aust  an amount attributable to GST in addition to any amount payable.



10.2 For continuing services (for example monthly hosting plans), upon acceptance of our quote, you will be invoiced for



the agreed continuing services set out in the schedule in advance for the first month. Invoices will then be issued monthly in



advance on the first day of each month. Payment for invoices are due within fourteen (14) days of issue, unless otherwise



specified. We reserve the right to suspend or cease to provide services to you if payments become overdue.



10.3 For one-off services (for example graphic design), upon acceptance of our quote, you will be invoiced for 40% of



the quoted amount. This is a non-refundable deposit to allow work to commence. Payment for invoices are due within



fourteen (14) days of issue, unless otherwise specified.



10.4 Invoices are issued electronically to the email address nominated by you.



10.5 Unless otherwise agreed upon by both parties, all charges will be subject to the end of financial year Queensland



cost of living increase (CPI) each financial year that the contract is in effect.



10.6 Our continuing services fees may be paid by direct debit. You authorise us to deduct our continuing service fees at



the agreed payment frequency until this agreement comes to an end. If your continuing service fees fall into arrears, you



authorise us to deduct the outstanding balance to bring your account back up to date.



10.7 If an automatic direct debit payment is reversed by your financial institution, it will be processed again within 14



days of the reversal together with any reversal fees that apply. You authorise us to debit your account an amount equivalent



to the amount our bank charges us for reversal fees in addition to the outstanding balance.



10.8 Please be aware that it is your responsibility to cancel direct debit facilities in respect of your Monthly Service Fee



when this agreement expires, is cancelled or terminated.



10.9 You agree to pay any applicable surcharge on payments made by credit card.



10.10 Interest will be charged on any overdue payment, accruing daily from the date when payment becomes due, until



the date of payment, at a rate of 8% per annum (compounding monthly). If unpaid fees remain outstanding, we may forward



the debt to a collection agency to take further action.



10.11 If any payment is dishonoured for any reason you agree to pay any dishonour fees incurred by Metro Group Aust , as well



as any costs and disbursements incurred by Metro Group Aust  in pursuing the debt (including legal costs on a solicitor and



own client basis and collection agency costs).



10.12 You permit us to add any additional charges incurred by the Metro Group whilst working on your project to your Direct Debit account, and to debit it automatically. Any additional services added to your account can be added to a proposal and accepted by Metro Group on your behalf and charged to the account on the system on a Direct Debit basis.



11 Third Party services



11.1 The services we provide rely upon the continued operation of online facilities that we use. We will not be liable for



any third party failures affecting the provision of our services. You agree to indemnify us against any loss or damage arising



directly or indirectly from any failure of software or other third party services provided to you.



11.2 If we make any third party recommendations, we do so because to the best of our knowledge they are professional



and successful service providers. You are still required to do all due diligence to protect your own legal rights. If you enter into



an agreement with a third party as a result of our recommendation it is still your responsibility to understand and negotiate



your own terms of agreement with them.



11.3 We may earn commission or referral fees from a provider that we recommend to you.



11.4 In the use of third party services we complete the development work as your agent and any liability arising from the



use of your accounts remains your sole responsibility.



11.5 Third party search engines may change their policies and systems at any time. We cannot be held liable for



fluctuations, changes or removal of your listing from search engine results.



12 Intellectual Property



12.1 Intellectual property rights means all intellectual property rights whether now existing or created after the Start Date



including copyright and related rights, registered and unregistered trade and service marks, business and domain names, all



rights in relation to inventions (including patents and patent applications), designs, plant varieties, circuit layouts, coding,



confidential information, manuals, trade secrets, know how, research data, recipes, formulae, discoveries and any other



intangible proprietary rights whether registered or not, arising from intellectual activity related in any way to the invention,



software, plant variety, circuit layouts, products or services or our platform.



12.2 What intellectual property rights belong to Metro Group Aust:



(a ) all intellectual property rights in the Metro Group Aust tools used to complete the services, including source code,



supporting documentation, third-party applications, other, stock images, or generally; any item or services not provided by



you for the development of your project, remain the exclusive property of Metro Group Aust. Nothing in this agreement can be



construed to confer on you any rights or ownership to the Metro Group Aust tools. We do not grant you any other right or license to



use our intellectual property.



(b) Until you have paid our final invoice in full, all work we have completed for you and product we have created belongs



to us. For example, if we build a new website for you and send you though draft mock-ups, we still own these items. If there



was a dispute and you did not pay our final invoice for any reason, we would retain ownership of all work completed. Unless



we agreed otherwise in writing, you would not be able to use the drafts we had sent though to you, even to give to another



developer to complete the work.



(c) the intellectual property rights in the final product we create for you will, upon payment in full of all of our invoices,



remain the property of ‘The Metro Group Aust’.



13 Termination



13.1 For continuing services, either party may terminate this agreement by providing 90 days written notice to the other



party and this agreement will continue until the end of the billing period ending closest to 90 days after the notice date (‘final



billing period’). We will continue providing the continuing services until the end of the final billing period. You will continue



paying our invoices until the end of the final billing period. This agreement will terminate at the end of the final billing period.



13.2 For one-off services, you may elect to terminate our services prior to completion of the service however you



undertake to pay for the work we have completed up to the date of termination.



13.3 We may terminate this agreement immediately, without notice in the following circumstances:



(a) there is a change of control of the Client;





(b) the Client commits a serious breach of this agreement;



(c) the Client engages conduct that is detrimental to, or could be seen to be detrimental to the reputation of  Metro






(d) the Client ceases to carry on business; or



(e) the Client fails to pay a validly issued invoice issued by Metro Group Aust to Client within 7 days of the due date.



14 Consequences of Termination



14.1 Upon termination:



(a) any outstanding fees become immediately due and payable;



(b) you will be liable to pay all service fees incurred up to the date of termination and necessarily incurred up to the date



that the continuing services can be cancelled;



(c) Metro Group Aust will hold Client data for a maximum period of ninety (90) days from the date of termination. Data will be



accessible by request during this period. Fees may apply for provision of data by request.



14.2 Termination by either party is without prejudice to any accrued rights or remedies of that party and will not release



the other party from liability in respect of any breach or non-performance of any obligation.



15 Confidentiality



15.1 All confidential information disclosed by either party must be kept confidential by the other party and must only be



used for purposes for which that information was disclosed. Our contracts and business methods are confidential to our



business, and we request that you keep them confidential.



15.2 These obligations of confidence will cease to apply in relation to information that either party is required to disclose



by any law, or which becomes part of the public domain other than as the result of a breach by the disclosing party of its



obligations of confidence under this agreement. The obligation to maintain confidentiality continues after the termination of



this agreement.



15.3 Information you provide for publication as part of our Service will not be kept confidential.



16 Privacy



16.1 Each party undertakes to take reasonable steps to protect the security of any personal information coming into its



possession as a result of this agreement, and to immediately notify the other party in the event of a breach.



17 Indemnity



17.1 To the extent that our act or omission (including negligent act or omission) has not contributed to the loss, you agree



to indemnify and defend Metro Group Aust from any claims, damages, liabilities, costs, or expenses (including without



limitation court costs, collection costs, and reasonable legal fees) related to:



(a) any copyright breach or intellectual property infringement claims by third parties arising from the supply of information



or data by you;



(b) your use of our platforms or product we design for you;



(c) your breach of this agreement.



18 Limitation of liability



18.1 Either party’s liability for any claim relating to this agreement will be reduced to the extent to which the other party’s



negligence contributed to the damage relating to the claim.






18.2 Other than as required under Australian consumer laws, Metro Group Aust makes no warranties or representations about



the suitability, reliability, availability, timeliness or accuracy of any services provided.



18.3 To the fullest extent permitted by law, Metro Group Aust:



(a) excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in



this agreement; and



(b) excludes all liability for consequential or incidental damages suffered by you or any other person or entity resulting



from any claim based on breach of warranty, breach of contract, or any other law, even if Metro Group Aust should have known



of the possibility of the damage or loss being suffered.



18.4 Where warranties are implied by law the liability of Metro Group Aust will be limited in respect of any claim to, at the option



Metro Group Aust, supplying the services or promptly remedying the fault in the services.



18.5 The parties agree that Metro Group Aust total aggregate liability for all claims relating to this agreement is limited to the



fees received by Metro Group Aust from the Client in the 6 (six) months immediately preceding the date of claim.



18.6 This limitation of liability applies to the fullest extent permitted by law and survives any termination or expiration of



this agreement or your use of our services.



19 Notices



19.1 If either party needs to give notice to the other it must be provided in writing and can be provided electronically,



using the contact details set out in Schedule, or any updated details provided in writing from time to time.



19.2 Communications delivered by mail are deemed received three business days after posting. Communications sent



via electronic means are deemed received the same day if sent prior to 4:00pm during business hours in Queensland, or



otherwise the next business day.



20 Dispute Resolution



20.1 If the parties are unable to agree on any matter under this agreement either of them may give written notice to the



other stating details of the matter in dispute and requiring that the matter be resolved by a meeting and negotiation between



the parties.



20.2 Within seven (7) days of receipt of the notice of a dispute under this agreement, representatives of both parties



must meet in good faith and acting reasonably, do their best to resolve the dispute quickly through negotiation.



20.3 Any dispute or difference that the parties cannot resolve within twenty (20) business days will be submitted to



mediation. The mediator will be a person agreed between the parties. If the parties fail to agree upon a mediator, then the



mediator will be a person agreed between the parties chosen from a panel suggested by the Australian Disputes Centre



(ADC – and failing agreement, will be a person nominated by an authorised representative of the






20.4 The mediation shall be held in accordance with the ADC Guidelines and subject to the laws of the Queensland.



20.5 This clause will not prohibit a party from seeking urgent interlocutory relief from the courts if a party will incur



irreparable harm if not permitted to do so. This clause survives the termination of this agreement.



21 General provisions



21.1 Relationship – The relationship between the parties is one of independent contractors. There is no partnership or



employment relationship between Metro Group Aust and Client. This agreement does not create any legal relationship other than



the contractual relationship formed under the provisions of this agreement.



21.2 Costs – Each party must pay its own costs in relation to the negotiation, preparation, execution and performance of



its obligations under this agreement.






21.3 No Waiver – Any time or other indulgence granted by either party will not in any way amount to a waiver of any of



that party’s rights or remedies under this agreement.



21.4 Governing Law – This agreement is governed by the laws of Queensland and each party agrees to be subject to the



jurisdiction of the courts of Queensland in the event of a serious dispute.



21.5 Severability – If any of the provisions of this agreement are determined to be invalid or unenforceable, then the



invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the



intent of the original provision and the remainder of the terms and conditions will continue in effect.



21.6 Proposals and Quotes – Any proposal or quote issued to you at your request will form part of this Agreement.



21.7 Entire agreement – this agreement forms the entire agreement of the parties for the assignment of the Intellectual



Property and supersedes all prior understandings, negotiations, agreements, written or oral, express or implied.