Terms and conditions
1. Whereas
- The Company is a software company with over 5 years of experience in the technology and marketing space, and is bringing innovative solutions for businesses (the “Services”).
- This product of the Company (the “Product”) allows businesses to boost brand awareness, increase social media exposure, dominate competitors and bring in more customers;
- The Client desires to avail Services of the Company and the Company is willing to provide such services to the Client.
NOW, THEREFORE, in consideration of the promises and the other covenants and conditions contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
2. Scope of Services
- The Client desires to purchase the Lite, Premium or Ultimate package of the Product of the Company. Under the Package, the Company will provide the Services and features as listed in The Haylo Co Rate Card.
- Any additional services which are not listed in The Haylo Co Rate Card will be provided for extra fees of as discussed at that time between the parties.
- The Company shall perform all the Services diligently and in a good, professional and first class manner and workmanship and complete the Services in a timely manner.
3. Packages
For availing the Services from the Company, the Client shall purchase either the Lite, Premium or Ultimate package described and priced in details in The Haylo Co Rate Card. The payment shall be made monthly from the Effective Date for both non contract and contract options.
4. Termination
The non contract plan can be terminated with a 30 days’ prior notice to the Company. Early termination of the contract plan will require payout of remaining months in the contract.
5. Representation and Warranties
EACH PARTY REPRESENTS AND WARRANTS TO EACH OTHER THAT THEY HAVE FULL POWER AND AUTHORITY TO SIGN, DELIVER AND PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. THIS AGREEMENT CONSTITUTES VALID AND LEGALLY BINDING OBLIGATIONS ENFORCEABLE AGAINST THE PROMOTERS IN ACCORDANCE WITH ITS TERMS. THE SIGNATURE, DELIVERY AND PERFORMANCE OF THIS AGREEMENT WILL NOT VIOLATE ANY PROVISION.
6. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR USE INCURRED THE CLIENT, WHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR THE SERVICES PERFORMED BY THE SERVICE PROVIDER.
7. Indemnification
Client hereby agree to indemnify, defend, and hold the Company, our officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by you of this Agreement. Client shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defence and control of the settlement and disposition of any claim that is subject to indemnification by the Client.
8. Governing Law and Dispute Resolution
- The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the laws of Australia.
- Any suit involving any dispute or matter arising under this Agreement may only be brought in the Courts of Australia. Both parties hereby consent to the exercise of personal jurisdiction by such Court with respect to any such proceeding.
9. Miscellaneous
- Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the Services to be performed by the Client and the Company merges all prior discussions between them.
- Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when mailed by certified mail, return receipt requested, or delivered by a national overnight delivery service or by email.
- Force Majeure. Performance by either party under this agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and are not foreseeable at the time the agreement is executed.
- Amendment; Enforcement of Rights. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.
- Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
- Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.
- Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
- Attorney’s Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled. The Company and the Client shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby.
- Waiver. No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto or his or its duly authorised agent.
- Acknowledgement. Parties have reviewed this Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understand all provisions of this Agreement.
- Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.