Your local digital marketing partner.

Terms and Conditions

1. Provision of services

1.1 In consideration of the payment of the Fee by the Client, Wexpert will provide the Services in a professional and timely manner.

1.2 The Client will provide approvals, authorisations, information, passwords, instructions or such other matters as requested by Wexpert in a timely manner. The Client acknowledges that any failure to do so may cause delivery dates to be delayed or extended.

1.3 Client acknowledges that the elements of the Services, as notified by Wexpert, contracted directly with the third party supplier, with Wexpert acting as agent on behalf of the Client, in which cases:

(a) Client releases Wexpert from any claim or action arising from the agreement, or the acts or omissions of the third party supplier; and

(b) Client indemnifies Wexpert against any loss, cost or expense incurred by Wexpert as a result of failure by Client to comply with its obligations under the third party agreement.

1.4 Where Client purchases Email Marketing services and provides a database to Wexpert for the purpose of providing such services, the Client warrants that each addressee in the database has provided their ‘express consent’ to receiving emails from the Client in accordance with the provisions of the Spam Act 2003 (Cth). The Client hereby indemnifies Wexpert against any loss, cost or penalty incurred by Wexpert as a result of Client’s breach of this warranty.

 

2. Payment of fees

2.1 All invoices issued by Wexpert are payable within seven days. Where invoices are outstanding Wexpert may:

(a) suspend provision of the Services until invoices are paid in full; and

(b) charge interest on any outstanding amounts, calculated daily at the rate 2% higher than the overdraft rate charged at that time by the bank where Wexpert maintains its accounts.

2.2 All charges under this Agreement are exclusive of Goods and Services Tax. GST will be added to each invoice and will be payable by the Client.

2.3 Wexpert may incur incidental costs outside the Purchase Order, including (without limitation) couriers, postage, hard copy mock-ups, burning of distilled files to CDs/DVDs, provided that the approval of the Client will be obtained for any cost in excess of $100. These costs will be added to each invoice and reimbursed by the Client.

 

3. Liability

3.1 Any condition or warranty which would otherwise be implied in this Agreement is excluded. The liability of Wexpert for any breach of any term, condition or warranty of this agreement, whether express or implied, will be limited to the total amount payable to Wexpert for the provision of the Services under this Agreement. In particular Wexpert excludes liability for any loss or damage suffered by Client due to:

(a) any loss or damage to data, materials or software provided to Wexpert in connection with the provision of the Services (the Client acknowledging that it is solely responsible for maintaining back-up copies); and

(b) delay of delivery, where such delay is due to circumstances beyond the control of Wexpert (including, without limitation, acts or omissions of couriers)

3.2 Where legislation implies any condition or warranty, and prohibits provisions excluding or modifying the liability of Wexpert under such condition or warranty, the condition or warranty will be deemed to be included in the Agreement, however the liability of Wexpert for any breach of such condition or warranty, will be limited, at the option of Wexpert to one or more of the following:

(a) if the breach relates to goods:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods repaired; and

(b) if the breach relates to services:

(i) the supplying of the services again;

(ii) the payment of the cost of having the services supplied again.

3.3 The Client hereby releases Wexpert (and its employees, officers, agents and contractors) from liability for:

(a) losses, damages, claims or expenses arising from any defect in or failure of any third party software used by Wexpert in the course of the Services; and

(b) any loss of profits, indirect losses or consequential loss or damage which may be suffered or arise in respect of the Services or any of the actions or omissions of Wexpert (or its employees, officers, agents and contractors).

 

4. Intellectual property

4.1 Upon payment of all Fees and disbursements owing to Wexpert, all intellectual property rights (including copyright) which may arise in the course of the provision of the Service (“the Rights”) will be assigned by Wexpert to the Client, subject to Clause 4.2.

4.2 All rights (including copyright) in software (including source or object code), methodologies and other material developed by Wexpert prior to or otherwise independently of this Agreement will be retained by Wexpert, notwithstanding that this material may be used in the provision of the Services. Wexpert hereby grants the Client a non-exclusive licence, in perpetuity, to use this material for the purposes envisaged in the Purchase Order.

4.3 Where any intellectual property rights (including copyright and trade marks) are licensed or assigned from any third party in the course of the provision of the Services, the Client will comply with the terms of any such licence or assignment, as notified to the Client by Wexpert.

4.4 The Client warrants that any information, works or materials it provides Wexpert in connection with the provision of the Services will not be defamatory or otherwise infringe copyright or other rights of any third party, and the Client hereby indemnifies Wexpert against any loss, claim, damages or expense suffered by Wexpert as a result of any breach of this warranty. Client hereby grants Wexpert a licence to use such information, works or materials for the purpose of providing the Services.

5.5 Wexpert may reproduce and publish material (with the exception of confidential information) created in the course of the provision of the Services, for the purpose of securing future engagements and generally marketing itself.

 

5. Confidentiality

5.1 Both parties agree that they will not disclose, or authorise the disclosure of, the terms of this Agreement, any matter relating to any of the terms of this Agreement or any other confidential information relating to the operations or business of the other party to any other person, except to our advisors or as they may be required to do so by law.

5.2 Notwithstanding Clause 5.1, the Client agrees that Wexpert may publish and advertise the fact that it has provided the Services for the purpose of securing future engagements and generally marketing itself.

 

6. Termination

6.1 Either party may terminate this Agreement immediately if the other party:

(a) becomes, threatens or resolves to become, or is in jeopardy of becoming subject to any form of insolvency administration, bankruptcy or winding up; or

(b) breaches any material term of this Agreement and, having been given 48 hours written notice to rectify that breach, fails to do so.

6.2 If this Agreement is terminated under Clause 6.1, Wexpert may:

(a) retain any moneys paid by the Client prior to termination;

(b) forward to the Client an invoice for any other fees and expenses under this agreement which have been incurred but not invoiced to the Client;

(c) be regarded as discharged from any further obligations under this Agreement; and

(d) pursue any additional or alternative remedies provided by law.

 

7. General

7.1 This Agreement constitutes the entire agreement between the parties relating to the provision of the Services and cannot be altered except in writing signed by both parties.

7.2 The parties enter this Agreement as independent contractors and not as employer and employee, partners or joint venturers, or in any other capacity.

7.3 This Agreement will be governed by and construed in accordance with the laws of Queensland and the parties submit to the jurisdiction of the courts of Queensland.

 

8. Warranties                        

8.1 While we have tried hard to make sure there are no mistakes on our website, given the inherent characteristics of electronic communication, there may be delays, omissions or inaccuracies in information contained in this website, we do not warrant that we have verified the information and we do not warrant the accuracy, adequacy or completeness of it. We do not accept any liability in this regard. 

8.2 While we have made every effort to ensure the security of this website, given the inherent lack of security of electronic communication you acknowledge that any information you provide to us is not necessarily secure, and you do so at your own risk.     

8.3 Wexpert does not accept liability for any action taken based on information presented on this website or for any loss suffered as a result of reliance on this website. Further, all information is subject to change without notice or that the information is suitable for your intended use.          

8.4 While every attempt has been made to ensure the information contained in this website has been obtained from reliable sources, we are not responsible for any errors or omissions, or for the results obtained from the use of this information. To the extent permitted by law, the information on this website is provided “as is” with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information and without express or implied warranties.                           

8.5 You acknowledge and agree that your use of our website is at your own risk. You must ensure that that the process which you use for accessing our website does not expose you to the risk of viruses or other forms of interference which may damage your own computer system.