Standard Terms & Conditions

“Orange Digital” means:
Brian Bell & Company (Australia) Pty Ltd
Trading as Orange Digital
ABN 69 646 787 608
Level 1 / 282 Wickham Street
Fortitude Valley
Queensland 4006

“Client” means the entity to which the attached contract is addressed.

“Agreement” means this document, the attached quote and any reference document(s) referred to within either.

“Commencement Date” means the date of acceptance by the Client of this Agreement or such other date as mutually agreed in writing between Orange Digital and the Client.

Subject to the Client’s formal acceptance of this Agreement, Orange Digital will provide and perform services (the “Services”):

• as described and in accordance with the agreed deliverables and timeframes specified in this Agreement; and
• to the standard of care, skill and diligence expected of a professional, skilled, competent and experienced consultant specialising in the particular fields relevant to the Services or such higher standard as Orange Digital has represented in writing to the Client in relation to this Agreement.

Fees estimate

If this Agreement contains estimated fees (“Fee Estimate”), Orange Digital must:

1. notify the Client if it reasonably believes the actual fees are likely to exceed the Fee Estimate; and
2. not invoice the Client for any amount which exceeds the Fee Estimate unless the Client consents in writing to an increase in the Fee Estimate.
3. Except as expressly provided in this Agreement, no other fees, charges and costs are payable by the Client for the Services.
4. The fees indicated in this Agreement represent the total fees payable by the Client in respect of the Services, and is inclusive of all taxes, duties, charges and expenses unless specifically indicated otherwise.

Invoicing and Payment Terms

1. Orange Digital will invoice the Client in accordance with this Agreement
2. Invoices are payable 14 days following invoice date
3. Work on the Services will cease immediately in the event payments are not received by Orange Digital in accordance with clause 3.b.ii.
4. Any delays caused by the Client including without limitation, non-responsiveness of the Client to any request in writing from Orange Digital for information, approvals or content required to progress completion of the Services, will not entitle the Client to delay payment of any Orange Digital invoice.

Insurances

Orange Digital will, at its expense, effect and keep current with a reputable insurance company, during the term of this Agreement the following policies of insurance:

1. a professional indemnity insurance of not less than $20,000,000 per claim;
2. public liability insurance of not less than $20,000,000 per claim; and
3.  workers’ compensation insurance in accordance with its legal obligations.

Evidence of insurance cover

Orange Digital will provide to the Client upon request certificates of currency for any of the insurance policies specified at clause 4.a.

Not to void insurances

Orange Digital will not at any time do or allow anything to be done which may either render the insurances described herein void or voidable or which may increase the premium on such insurances.

For the purposes of this clause 5 the term “Confidential Information” means information of a party (“the Discloser”) that:

1. is not general public knowledge;
2. is by its nature confidential;
3. is designated by the owner of that information as being confidential; oriv. a party knows or ought reasonably to know is confidential; and includes information comprised in or relating to any intellectual property rights, the financial position of a party, the internal management and structure of a party, the clients, suppliers, personnel, policies and strategies of a party or which has actual or potential commercial value to either of the parties or their licensors, but excludes information which is becomes lawfully known by a party independently of the Discloser or which becomes known to the general public other than as a result of a breach of this agreement.

Each party undertakes that it will not, either during the term of this Agreement or at any time thereafter (except in the proper course of its duties under this Agreement) disclose to any person any Confidential Information of or relating to the other party of which it has become possessed as a result of this Agreement or the negotiations preceding this Agreement including, but not limited to, the terms of this Agreement.

Nothing in this Agreement prohibits disclosure of information which:

1. is in the public domain;
2. after disclosure to a party becomes part of the public domain otherwise than as a result of the wrongful act of that party;
3. is received from a third party provided that it was not acquired directly or indirectly by that third party from a party to this Agreement; or
4. is required to be disclosed by law or any government or governmental body, authority or agency having authority over a party.

The obligations under this clause 5 survive termination of this Agreement.

Orange Digital:

• assigns to the Client all existing and future Intellectual Property Rights in any Client branded work created by Orange Digital in the course of providing the Services (the “Work Products”);
• retains the Intellectual Property Rights created outside the terms of this Agreement and used in performing the Services;
• consents to the Client modifying and using the Work Products in any way it deems appropriate;
• must procure the unconditional and irrevocable consent of any author of any works produced as part of the Services (“Works”) to any acts or omissions that may otherwise infringe the author’s Moral Rights in such Works including:
  1. any alteration to or deletion from the Works;
  2. any use of the Works that do not identify the author of the Works; and
  3. any use of the Works that may falsely attribute authorship of the Works to any other person; together with a waiver of all Moral Rights the person may hold outside of Australia in the works created, for the benefit of the Client, its licensees, successors in title and anyone authorised by the Client; and
• will sign all documents and do all things reasonably required by the Client to give effect to the above.

If delays attributable to the Client arise, the timeframe relating to delivery of the Services will extend for a period that may not be commensurate with the period of the Client delay due to other factors including work already scheduled and in progress for other clients at the time of the Client delay. In this event, Orange Digital will advise the Client when performance of the Services can be rescheduled and provide revised delivery timeframes accordingly. Orange Digital will not accept responsibility for delays in service delivery due to non-responsiveness of the Client to requests for approvals, feedback and other information requested in writing by Orange Digital in order to deliver the Services.

Projects that incur Client related delays of 30 days or more, will be deemed by Orange Digital to be inactive or abandoned and may be cancelled by Orange Digital upon written notice to the Client.

In the event Orange Digital related delays arise, Orange Digital will:

1. promptly notify the Client and request approval for the delay; or
2. expedite completion of the Services in accordance with the most recently communicated timeframe.

Any changes or modifications to the Work Products made by any persons commissioned by the Client who are not employed by Orange Digital are not the responsibility of Orange Digital. Accordingly, any errors, damage or problems that occur in providing the Services due to third party modifications remain the sole responsibility of the Client.

Where the Client requires Orange Digital to coordinate, liaise or work in conjunction with another vendor, supplier or partner of the Client for the purpose of integrating the Client’s website or app into existing databases, operating systems or other existing software, it is the Client’s responsibility to coordinate between the third party and Orange Digital and ensure that Orange Digital has full and complete access to any information or specifications that may impact upon the delivery of Services. Orange Digital will not be responsible for delays due to a lack of information, inaction or non- responsiveness by Client related third parties or vendors.

By accepting this Agreement, the Client acknowledges Orange Digital may retain copies of all works and materials used in providing the Services and may use samples of the Work Products for portfolio use

Either party may terminate this Agreement by written notice to the other if a party:

1. fails to fulfil or observe any of its material obligations under this Agreement and, where the breach is capable of remedy, a period of 7 days has elapsed following notification of the breach by the other party without remedy of the breach;
2. enters into liquidation, is wound up or dissolved or enters into a scheme of arrangement with its creditors or is placed under official management or in receivership or ceases to carry on business or ceases to be able to pay its debts as they become due; or
3. assigns, novates or otherwise divests itself of this Agreement or any of its benefits, or purports to assign, novate or otherwise divest itself or any of its obligations under this Agreement, without the written consent of the other party (such consent shall not be unreasonably withheld).

Either party may terminate this Agreement for convenience by providing a minimum of 90 days’ notice in writing to the other party.

In the event this Agreement is terminated, should the value of work performed by Orange Digital at the date of termination exceed the cumulative value of payments received by Orange Digital under this Agreement, the balance will be invoiced and to the Client and shall be payable within 7 days of invoice date.

In the absence of any negligence by or on behalf of Orange Digital, the Client hereby indemnifies Orange Digital from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, arising out of or relating to the Services performed by Orange Digital under this Agreement and such indemnity shall survive the termination, for any reason, of this Agreement.

Orange Digital will not be liable or responsible for any delay or failure to perform the Services under this Agreement where it can be demonstrated that such delay or failure was a direct or indirect result of Client delays including lack of action or slow response to any written request from Orange Digital for approvals, feedback, content or other information required to deliver the Services.

This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

If any provision of this agreement shall be determined as unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Orange Digital will be not be held liable for any delay, consequence or failure to provide the Services where such failure or delay is due to any act, omission, cause or circumstances outside of our reasonable control including, without limitation; fire, storm, earthquake, explosion, accident, enemy acts, war, sabotage, labour dispute and any.

Orange Digital and the Client hereby submit to the non- exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts in respect of any matters concerning this Agreement.