Terms + Conditions
Our fine print aims to find a balance that protects both parties. By agreeing to work with us (Tungsten Ventures Pty Ltd), You (our Client or Partner) are also agreeing to our Terms + Conditions outlined here unless stated otherwise.
1.0 Services
1.1
This agreement applies to all services provided to You by Tungsten Ventures including the services described in the Agreement Details and any other services you brief Tungsten Ventures to provide.
1.2
Tungsten Ventures will ensure that all services are delivered with due care and skill and in a professional manner.
2.0 Payment
2.1
You will pay Tungsten Ventures the fees set out in the Agreement Details and in any subsequent brief of services. Unless otherwise agreed in writing the terms of payment are as set out in the Agreement Details and in any subsequent brief of services.
2.2
If the scope of the services changes, Tungsten Ventures may increase or decrease the fees accordingly and You agree to pay the revised fees in accordance with this agreement.
2.3
Where applicable, a party must pay GST on a Taxable Supply made to it in addition to any consideration (excluding GST) that is payable for that Taxable Supply at the same time and in the same way as it is required to pay the consideration. A party making a Taxable Supply must issue a Tax Invoice. GST, Taxable Supply and Tax Invoice have the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
2.4
If there is a pause in the project that exceeds two weeks, and the pause is not caused by Tungsten Ventures, and terms of delay are not agreed upon or defined by You, Tungsten Ventures will consider this stage of the project complete and will send you an invoice for all work completed to date. You will pay Tungsten Ventures within 14 days of receiving the invoice.
3.0 Privacy and Spam Compliance
3.1
As between Tungsten Ventures and You, unless otherwise agreed in writing, You are responsible for Your compliance with the Spam Act 2003 (Cth) and the Australian Privacy Principles in the Privacy Act 1988 (Cth) in respect of Your business activities.
4.0 Confidentiality
4.1
Each party must keep the confidential information of the other party secret, protect and preserve its confidential nature and not use it or disclose it to any other person except with written consent or to the extent necessary to obtain professional advice, and/or to provide the services.
4.2
Neither Party may use the name of the other (or associated contractors) in connection with any publicity materials or other business activities without the prior written consent of the other Party. You understand that any contractor associated with your project falls under Tungsten Ventures, and any reference to a supplier of services will be referred to only as “Tungsten Ventures”.
5.0 Intellectual Property
5.1
Unless otherwise agreed in writing, as between You and Tungsten Ventures, all intellectual property in and to anything created by or for Tungsten Ventures under this agreement and in the course of providing any services to You (Services IP) is owned on creation by Tungsten Ventures.
5.2
Subject to payment of all applicable fees, Tungsten Ventures grants You a non-exclusive, perpetual, royalty free license to use Services IP as You see fit. You will be allowed to use Services IP before making payment of the applicable fees in full to Tungsten Ventures as required.
5.3
If You provide any material or thing to Tungsten Ventures you promise that you have the rights to do so and that Tungsten’s use of what you provide will not infringe the intellectual property or other rights of any person.
6.0 Termination
6.1
Either party may terminate this agreement, without cause, by giving the other 14 days’ written notice.
6.2
Once 14 day’s notice has been given, any refunds due (subject to agreement) will be issued within 30 days.
6.3
If this agreement is terminated then, without prejudice to a party’s rights under this agreement or at law: (a) You must immediately pay Tungsten Ventures all applicable fees and all reasonable costs and expenses incurred by Tungsten Ventures for services completed by Tungsten Ventures up to the termination date; (b) Tungsten Ventures must give you the work product(s) resulting from all services completed up to the termination date; and (c) each party must return to the other party all of the other party’s property and confidential information.
7.0 Liability
7.1
To the maximum extent permitted by law, Tungsten Ventures limits its liability to You, at its discretion, to the supply of the relevant services again or the payment of the cost of having those services supplied again.
7.2
To the maximum extent permitted by law, Tungsten Ventures’ liability to You under this agreement and arising out of or related to any services provided to You will (regardless of how that liability is caused) be limited in quantum to the total fees payable by You for the relevant services.
8.0 Miscellaneous
8.1
Tungsten Ventures is an independent contractor and is not Your agent or employee.
8.2
These Terms and Conditions and the services are governed by the law in force in Victoria, Australia.
8.3
Tungsten Ventures may sub-contract any of its obligations to You but Tungsten Ventures will remain responsible to You for its obligations to You under this agreement.