Walker Hill Digital

T&C's.

These are the Terms and Conditions on which Walker Hill Digital Trading As Walker Hill Digital ACN: 15 167 763 895 will carry out work for you. They will apply each time that you ask us to do work for you, or carry out a Service. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. Walker Hill Digital may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

 
1. ENGAGEMENT

You may engage us to carry out a Service for you by:

  • signing and returning a Proposal; or
  • providing an authorised Purchase Order; or
  • in the case of smaller engagements by written verification.

Unless Walker Hill Digital notifies you otherwise, Walker Hill Digital will accept that engagement, subject to these Terms and Conditions. The Service will commence in line with the Service schedule or when Walker Hill Digital accepts the engagement.

 
2. PROPOSALS

If Walker Hill Digital provide you with a Proposal for the Service, then that Proposal:

  • is based on the Specifications, and is subject to change if the parties agree to amend the Specifications;
  • does not include GST;
  • and is valid for a period of 30 days from the date Walker Hill Digital issue the Proposal, unless otherwise agreed by Walker Hill Digital.
 
3. SERVICES

The Services that Walker Hill Digital provide to you, and any specific terms, may include some or all of the following:

  • clause 10 – Search Engine Optimisation (SEO);
  • clause 11 – Search Engine Advertising ;
  • clause 12 – Display Advertising;
  • clause 13 – Social Media Advertising;
  • clause 14 – Social Media Management (SMM);
  • clause 15 – Strategy, Creative and Analytics.

You acknowledge that electronic services are subject to interruption and breakdown and all non-electronic services are subject to disruption, and therefore:

  • the Services will not be error-free or uninterrupted; and your access to the Service and the operation of the Service will not be error-free or uninterrupted.
  • Walker Hill Digital reserves the right to continue to provide the Services and/or invoice you for the Services in the event of any disruption, other than a disruption caused by Walker Hill Digital’s negligence or willful acts or omissions.
 
4. HOURS OF SERVICE

All Services will be carried out between 8:30 am and 5:00 pm (local office time), Monday to Friday excluding public holidays. During the Christmas / New Year closure period, our team will continue to optimise campaigns but will not create any new ones.

 
5. CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply to us all the required materials you want us to use in the Service, and all other content and materials Walker Hill Digital reasonably request (Client Content) in a timely manner.

You must supply all Client Content in the following digital format/s:

  • text/copy: Microsoft Word or Google Doc (clearly labelled and in correct order);
  • tables: Microsoft Excel or Google Sheet (clearly labelled and in correct order);
  • images: high resolution where possible (JPEG, PNG files);
  • logos: vector format (Illustrator EPS/AI);
  • diagrams/maps: vector format (AI) or (JPEG files);
  • if required, access to your current website and database via SSH, FTP and/or CMS/hosting control panel login;
  • brand style guidelines (if applicable).

Walker Hill Digital may charge Additional Costs if the Client Content is not provided in the appropriate format or if the material is not supplied when requested.

You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of our computer systems, through a virus or otherwise.

 
6. VARIATIONS AND ADDITIONAL COSTS

If during the course of our engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation.

Where a Variation occurs Walker Hill Digital reserves the right to halt work and review the Service costings. Walker Hill Digital will discuss the Variation with you and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. Space Digital will not proceed with the Services until Walker Hill Digital receive your written approval to proceed.

Examples of Variations include:

  • introduction of additional requirements not discussed during the onboarding process i.e. branding deliverables, introduction of video imagery, ad text, ad design and Digital Marketing Campaign focus;
  • costs for commercial fonts, photography, audio and video;
  • additional Service management time;
  • unplanned delays in obtaining approval, Client Content or feedback resulting in Space Digital having to reschedule services, staff or facilitate continuance;
  • overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
  • development work.

If during the course of our engagement there are small changes in the Service, Walker Hill Digital will contact you and provide an estimate of the Additional Costs for these small changes.

Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates.

Examples of Additional Costs include:

  • content not in the appropriate format;
  • extra workshops or workshops requiring additional hours;
  • requested additional design concepts / alternations;
  • requested changes to the design after final approval has been requested or provided;
  • uploading and styling/layout of additional Client Content;
  • additional meetings and travel time.
 
7. PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Proposal, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video.

You can provide stock images, commercial fonts, audio or video, or Walker Hill Digital can purchase them on your behalf. When any stock images or commercial fonts are purchased on your behalf, Walker Hill Digital will be the license holder and the image or font can only be used under the terms of the license/s.

You indemnify, and agree to keep Walker Hill Digital, its directors, officers and employees indemnified, against all Loss arising out of the breach of these licenses.

Standard stock images will be charged according to our current stock image rates.

Costing for any font, photography, audio or video required will be provided for approval separately via a Variation Notice.

Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.

Walker Hill Digital retains ownership of all working files.

 
8. YOUR APPROVAL & IMPLEMENTATION

Your approval and implementation may be required for a number of items (Approval & Implementation Item) presented to you:

  • Service brief;
  • ad text;
  • ad targeting;
  • ad creative;
  • design concepts (and your choice of one of them);
  • each updated version of the chosen design concept;
  • implementation of conversion tracking code
  • landing page development
  • completed design;
  • variation Notices; and
  • any other item for which Walker Hill Digital request your approval.

When Walker Hill Digital provides you with any Approval Item, you must notify us in writing whether you do or do not accept the completed Approval Item.

You will be deemed to have accepted the Approval Item if Walker Hill Digital do not receive a response from you, within 5 business days.

Your acceptance of the completed Approval Item in accordance with Section 8 means that the Approval Item is complete, and no further amendments are necessary. However, Walker Hill Digital will not proceed to the next Stage of the Service until Walker Hill Digital receives your approval to proceed.

There may be Additional Costs in having to reschedule services, staff or facilitate continuance due to unplanned delays in obtaining approval. If unable to perform continuance, the Client may have to pay a shutdown and subsequent restart fee commensurate to the labour and resource costs incurred.

 
9. SCHEDULING, PRODUCTION AND SERVICE MANAGEMENT

If Walker Hill Digital considers it to be necessary, Walker Hill Digital will develop a production schedule for the Services. Walker Hill Digital will use reasonable commercial endeavours to carry out the Services in accordance with that schedule.

If you delay in providing the approval, implementation, Client Content or feedback Walker Hill Digital requires, then this may result in:

  • a change in the delivery deadline set out in the production schedule; or
  • if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.
 
10. SEARCH ENGINE OPTIMISATION (SEO)

Our Search Engine Optimisation Services may include:

  • Keyword research & Keyword Recommendations
  • Local SEO Report
  • On-Page SEO Report
  • Copywriting & Content Generation
  • Creation of Google Analytics account
  • Implementation of Conversion Tracking Code
  • Creation of Google Search Console account
  • Link Building
  • Local Citations
  • Monthly Progress Report

Our Search Engine Optimisation Services exclude:

  • Implementation of On Page SEO Report
  • Implementation of advanced conversion tracking code where website development is needed
  • Broken Links cleanup & ongoing maintenance
  • Google Search Console management
  • Landing Page or Website Development
  • Website Maintenance & Security Updates
  • New Website Migration
  • Change of Strategy Mid-Campaign
 
11. SEARCH ENGINE ADVERTISING

Our Search Engine Advertising Services may include:

  • Keyword research & Keyword Recommendations
  • Creation of Google AdWords account
  • Creation of Google Analytics account
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code
  • Creation of text ad copy and ad extensions
  • Management of keyword bids and ad targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Personalised Digital Marketing Dashboard

Our Search Engine Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of a Privacy Policy
  • Landing Page or Website Development
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Walker Hill Digital will utilise their professional account/s to engage the appropriate third party provider e.g. Google.

The client acknowledges that Walker Hill Digital source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide access to your Google Ads account or permission for us to set up accounts on your behalf.

 
12. DISPLAY ADVERTISING

Our Display Advertising Services may include:

  • Creation of display banners
  • Creation of Google AdWords account
  • Setup of conversion tracking and remarketing tags in Google Analytics
  • Implementation of Conversion Tracking Code
  • Set-up of audience and/or display placement targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Personalised Digital Marketing Dashboard

Our Display Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of a Privacy Policy
  • Landing Page or Website Development
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Walker Hill Digital will utilise their professional account/s to engage the appropriate third party provider e.g. Google.

The client acknowledges that Walker Hill Digital source suppliers and placements, but the terms and conditions of those placements are governed by the suppliers. You will provide access to your Google Ads account or permission for us to set up accounts on your behalf.

 
13. SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services may include:

  • Creation of Facebook ads including image design and ad copy
  • Setup of conversion tracking in Google Analytics
  • Implementation of conversion tracking code & Facebook pixel
  • Set-up of specific Custom Audiences & Lookalike Audiences using data from your Facebook pixel
  • Set-up of interest and demographic audiences Campaign targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Personalised Digital Marketing Dashboard

Our Social Media Advertising Services exclude:

  • Implementation of advanced conversion tracking code where website development is needed
  • Creation of Facebook Ads Account
  • Creation of a Privacy Policy
  • Landing Page or Website Development
  • Setup & management of your Facebook community or Facebook page
  • Responding to your comments and downloading leads on your Facebook advertisements (unless specified in the proposal)
  • Integration of Facebook with 3rd party platforms and any resulting data loss
  • Change of Strategy Mid-Campaign

Unless otherwise agreed, Walker Hill Digital will utilise their professional account/s to engage the appropriate third party provider e.g. Facebook.

The client acknowledges that Walker Hill Digital sources suppliers and placements, but the terms and conditions of those placements are governed by the suppliers.

You will provide access to your social media accounts.

 
14. SOCIAL MEDIA MANAGEMENT (SMM)

Our Social Media Management services may include:

  • social media review, analysis and strategy development;
  • social media campaigns, blogs, content creation, client engagement and/or profile management for Facebook, Twitter, LinkedIn or other social media platforms;
  • social media analytics;
  • social media policy.

You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

 
15. STRATEGY, CREATIVE AND ANALYTICS

Our Strategy, Creative and Analytics services may include:

  • digital marketing audits;
  • digital marketing strategy development;
  • digital marketing strategy implementation;
  • videos, images, memes, infographics, whitepapers, reports and surveys;
  • Google Analytics;
  • Google Tag Manager
  • call tracking;
 
16. ARCHIVING / RETRIEVAL

Walker Hill Digital will endeavour to store or archive all electronic files used in the production of your Service. However, Walker Hill Digital provides no guarantee that any stored or archived files can be retrieved in the future.

Once your Service is launched, archiving of the files and database and copies of these files becomes the responsibility of the Client. Walker Hill Digital can at the request of the Client provide this service for an Additional Cost.

 
17. DISBURSEMENTS

Disbursement charges are not included in the Fees. If Walker Hill Digital incurs any disbursements or expenses during the course of the Service, Walker Hill Digital will charge these to you as Additional Costs.

These may include but are not limited to:

  • costs of plugins and themes purchased as part of the Service;
  • consumable material utilised as part of a Service or Digital Marketing Campaign;
 
18. WARRANTY DISCLAIMER

Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by legislation which cannot be lawfully excluded or limited. Such legislation includes the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.

Subject to Walker Hill Digital’s obligations under the non-excludable provisions, and to the fullest extent permissible by law, Walker Hill Digital expressly disclaims all warranties and representations of any kind with respect to the Services whether express, implied, statutory, or arising out of the course of performance, course of dealing or usage of trade including any warranties or merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.

 
19. LIMITATION OF LIABILITY AND WARRANTY

To the fullest extent permissible by law, Walker Hill Digital is not liable (whether in contract or tort) for:

  • faults or defects in any services or goods provided by third parties in connection with this agreement; or
  • any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Walker Hill Digital knew of the possibility of such loss and whether or not such loss was foreseeable.

To the fullest extent permissible by law, in no event will Walker Hill Digital’s liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this agreement exceed the amounts actually paid by the Client to Walker Hill Digital for the Service;

Walker Hill Digital makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken pursuant to the agreement.

Without limiting the above, Walker Hill Digital will use its reasonable endeavours to optimise the performance of your Digital Marketing Campaign, however, Space Digital gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign. You acknowledge that:

  • search engine results and ad position will vary for each of the search engines and social media platforms;
  • the algorithms of each search engine and social media platform may change unexpectedly from time to time;
  • and this is out of the control of Space Digital

To the fullest extent permitted by law, the liability of Walker Hill Digital for a breach of a non-excludable condition is limited to: in the case of the provision of services:

  • the supplying of the services again; or
  • payment of the cost of having the services supplied again.

in relation to goods:

  • the replacement of the goods or the supply of equivalent goods;
  • the payment of the cost of replacing the goods or acquiring equivalent goods; or
  • the repair of the goods or the payment of the cost of having the goods repaired.
  • To the full extent permitted by law, Walker Hill Digital excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
  • liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
  • liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the agreement.

Walker Hill Digital’s total aggregate liability for all claims relating to the agreement is limited to the price for the Services payable under this agreement.

Either party’s liability for any claim relating to the agreement will be reduced to the extent to which the other party contributed to the damage arising from the claim.

 
20. INDEMNITY

You indemnify, defend and hold harmless Walker Hill Digital in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:

  • any breach of this agreement;
  • your negligent acts or omissions; or
  • your use of the Services, including any third party claims made in connection with or arising out of the Client’s use of the Service, other than use in accordance with this agreement.
  • breach of third party Intellectual Property.

You indemnify, and agree to keep Walker Hill Digital, its directors, officers and employees indemnified, against all Loss arising from actions taken performing Services.

 
21. INTELLECTUAL PROPERTY AND SUPPLY OF RAW / EDITABLE FILES

All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in Space Digital.

Walker Hill Digital grants you a non-transferable, non-exclusive license to:

  • publish one copy of the Service and supporting Service Intellectual Property unless otherwise stated by Walker Hill Digital; and
  • use and reproduce the other Service Intellectual Property;
  • You must not, without our prior written consent:
  • adapt, create derivative works from or merge the template or other Service Intellectual Property;
  • use the Service Intellectual Property for any purpose other than the specific purpose for which Space Digital has provided it;
  • reverse engineer, disassemble or decompile the Service Intellectual Property;
  • distribute, lend, resell, transfer, assign or sublicence the Service or other Service Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
  • remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Service Intellectual Property.

The supply of raw / editable files is at the discretion of Walker Hill Digital. Additional Costs will apply, and may be based upon a percentage of the original Pricing Structure, or a retrieval and release fee.

Stock images and commercial fonts remain the property of Space Digital, under license or its licensors at all times and are governed under licensing restrictions and rules and are not transferrable.

Walker Hill Digital does not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but Walker Hill Digital will advise you if Walker Hill Digital becomes aware of any infringement.

You agree to allow Walker Hill Digital to use the Services provided for promotional and portfolio purposes.

As part of the Services, Walker Hill Digital may place your company logo and case study on its corporate website or promotional collateral for promotional purposes and you irrevocably authorise Walker Hill Digital to do so.

 
22. CONFIDENTIALITY

Each party agrees to keep confidential, and not to use or disclose except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure. This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. Each Party shall refrain from making negative comments about the other Party, whether online or in person.

The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities:

  • are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
  • The Party required to disclose the other Party’s Confidential Information as set out above must:
  • provide a reasonable amount of notice to the other Party of the proposed disclosure;
  • consult with the other Party as to the form of the disclosure; and
  • take all reasonable steps to maintain such Confidential Information in confidence.

Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

 
23. CALCULATION OF FEES IF NOT SPECIFIED

If the Fees are not specified (in a Purchase Order, Proposal or otherwise) at the commencement of the Service, then Walker Hill Digital will charge you at the Professional Hourly Rates for all work that Walker Hill Digital carries out for you in the course of the Service.

The Professional Hourly Rates may change from time to time.

Walker Hill Digital will perform the Services as specified in the Proposal or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.

Walker Hill Digital reserve the right to reallocate approved pay per click budget between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximise results.

Refunds will not be issued for paused Digital Marketing Campaigns.

Travel time is not included in our quotations as Walker Hill Digital’s office is our preferred location as it is appropriately set up for meetings and presentations. If you would prefer meetings at your office or any other location additional fees may apply.

Walker Hill Digital reserves the right to charge Additional Costs caused by the Clients instructions, lack of instructions, interruptions, mistakes, work for which Walker Hill Digital is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.

 
24. PAYMENT

Payment for Digital Marketing Campaigns is set up as a direct debit from a credit card (Visa, Mastercard, Amex).

Billing for Digital Marketing Campaigns may not be paused during the initial Term.

The Term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the Term.

In relation to our Services, Walker Hill Digital may issue invoices for:

  • payment as indicated in our Proposal or estimate;
  • for Additional Costs on an ad hoc basis as agreed.

Walker Hill Digital reserves the right to suspend all services provided to the client if payment is more than 7 days overdue.

 
25. GST

Unless Walker Hill Digital expressly states otherwise, the Fees and Additional Costs do not include GST.

If at any time Walker Hill Digital decides that GST is payable on supplies made by us, or if the Australian Taxation Office assesses GST on any such supplies, then the necessary amount will be added to, and form part of, the Fees or Additional Charges (as the case may be) at the GST rate prevailing at the relevant time.

Walker Hill Digital reserves the right to recover from you at any time such an amount on account of GST on supplies made by us to you under this agreement.

 
26. DURATION OF AGREEMENT AND ITS TERMINATION

Upon execution by both parties this agreement will take effect: immediately and remain in effect until the purpose of the Service has been achieved.

The term will automatically renew for subsequent periods of the same duration, unless either party gives the other party written notice terminating the agreement 30 days prior to the expiration of the term or both parties agree in writing to vary the Services provided.

A party may terminate this agreement by notice in writing to the other party if:

      • the other party commits a material breach of this agreement that is capable of remedy (including failure to pay any amount due under this agreement) and fails to remedy that breach within days after receiving notice from the other Party to do so;
      • the other party commits a material breach of this agreement that is not capable of remedy; or
      • the other Party becomes Insolvent.

Walker Hill Digital may terminate this agreement if:

      • you do not provide any information or materials requested within a reasonable time after being asked to do so; or
      • Walker Hill Digital considers that mutual confidence and trust no longer exist.

Upon termination of this agreement:

      • our obligation to carry out the Service ceases;
      • each party’s rights and obligations accrued prior to termination are not affected;
      • the licence granted ceases;
      • any unpaid invoice owed to Space Digital must be paid, including for any minimum term (failure to do so may result in Space Digital registering this default with a credit reporting agency);
      • each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations; and
      • except as provided above and in sections 18, 19, 20, 21, 22 and 28 will continue.
 
27. DISPUTE RESOLUTION

If a dispute arises out of or relates to this Agreement, a Party may not commence any court or arbitration proceedings relating to the dispute unless the Party has complied with this clause, except where the Party seeks urgent interlocutory relief. Where a Party fails to comply with this clause any other Party in dispute with the Party so failing to comply need not comply with this clause before referring the dispute to arbitration or commencing Court proceedings relating to that dispute.

A Party claiming that a dispute to which this clause applies has arisen under this Agreement or in relation to this Agreement shall give written notice to each of the other Parties designating as its representative in negotiations relating to the dispute a person with authority to settle the dispute on its behalf. Each other Party given written notice shall promptly give notice in writing to each other Party designating as its representative in negotiations relating to the dispute a person with similar authority.

Walker Hill Digital may pause work to conduct whatever investigations deemed appropriate and, within 90 days of the given written notice, seek to resolve the dispute.

If the dispute is not resolved within the following 90 days (or within such further period as the representatives may agree is appropriate), the Parties shall within a further 90 days (or within such further period as the representatives may agree is appropriate) seek to agree on:

  • a process for resolving the whole or part of the dispute through means other than litigation or arbitration, such as further negotiations, mediation, conciliation, independent expert determination or mini-trial;
  • the procedure and timetable for any exchange of documents and other information relating to the dispute;
  • procedural rules and a timetable for the conduct of the selected mode of proceeding;
  • a procedure for selection and compensation of any neutral person who may be employed by the Parties to assist in relation to the dispute; and
  • whether the Parties should seek the assistance of a dispute resolution organisation.
  • The Parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this Clause is to attempt to settle the dispute between the Parties.

After the expiration of the time established by or agreed upon under the Clause for agreement on a dispute resolution process, any Party which has complied with the provisions of Clause 27 and may in writing terminate the dispute resolution process provided for in those paragraphs and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.

 
28. GENERAL

Any notice given under this agreement must be in writing, addressed to the other party’s contact persons as notified by the other party.

This agreement does not create a relationship of employment, agency or partnership between the parties.

Walker Hill Digital may sub-contract our obligations under this agreement.

The failure of a party at any time to insist on performance by the other party of an obligation under this agreement is not a waiver of any of its rights.

If part or all of any of the provisions of this agreement is illegal or unenforceable, it will be severed from this agreement, and will not affect the continued operation of the remaining provisions.

The additional terms and conditions referred to sections 18, 19, 20, 21, and 22 do not apply to the extent that they:

      • are not permitted under Australian law; or
      • exclude or unlawfully limit any applicable Consumer Guarantee or Title Guarantee.

Walker Hill Digital may change this agreement from time to time. The new terms will apply to any Service that commences after the date that Walker Hill Digital publish the changed terms and conditions. Your engagement of our Services after that date signifies your acceptance of the amended agreement.

This agreement is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and shall not:

      • object to an action being brought in the Queensland Registry of a court of that State or Federal Court; or
      • assert that any action has been brought in an inconvenient forum;
      • and each party undertakes to refrain from:
        • bringing an action in any other court or tribunal whether within Australia or otherwise; and
        • seeking pursuant to the Jurisdiction of Courts (Cross-vesting) Act 1987 (Qld) (as amended) or otherwise to transfer any action to another State or Territory; in relation to any dispute which arises directly or indirectly from this agreement.

This agreement is to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If such legislation applies, to the extent possible, Walker Hill Digital limits its liability in respect of any claim to, at Walker Hill Digital’s option:

      • the redelivery of the Services: or
      • the payment of the cost of redelivery of the Services or acquiring equivalent services;
      • This agreement constitutes the entire agreement of the parties as to the subject matter and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. Any statement made in negotiations for this agreement which is not set out in this agreement does not form part of the agreement between the parties.
 
29. INTERPRETATION

In this agreement:

      • a reference to “this agreement” means these terms and conditions (including any schedule) together with a Purchase Order or Proposal (if any);
      • headings and bold type are for convenience only and do not affect the interpretation of these terms;
      • the singular includes the plural and the plural includes the singular;
      • words of any gender include all genders;
      • other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning, unless the context clearly requires otherwise;
      • an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
      • a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;
      • a reference to a party to a document includes that party’s successors and permitted assignees;
      • a promise on the part of 2 or more persons binds them jointly and severally;
      • no provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
      • specifying anything in this agreement after the words “include” or “for example” or similar expressions does not limit what else is included.