Anderson Gray Worldwide Pty Ltd

By using this site and services provided by Anderson Gray Worldwide Pty Ltd, you agree to the following Terms and Conditions.

This Terms of Service, or TOS, is a contract between you and Anderson Gray Worldwide Pty Ltd in its capacity as the Trustee of the Adam and Laura Wydeman Family Trust (AGW) (ABN: 30 203 844 905). All clients of AGW agree to abide by these policies. All clients of AGW also warrant that they are at least 18 years of age, and that they have the right and authority to bind themselves, or the company that they represent, to the terms of this TOS. This TOS, may be modified from time-to-time. All clients of AGW agree to be bound by these modifications. While we facilitate your business on the Internet, we are an independent contractor. We only have control of the products and services we provide directly, and are not liable for your actions, the actions of our third party service providers, or the actions of individuals who use your products and services (End Users).

1. Services

AGW provides a number of services to its customers. The services and products provided to you by AGW, as set out on our website under "Fee Schedule" (http://www.anderson-gray.com/fee-schedule), are referred to as the Services. We provide the Services to you based on the description of them on our website as of the Effective Date. Should our website change subsequent to the Effective Date, we have no obligation to modify the Services to reflect such a change. The Services may be provided by third parties. These third parties may have reserved the right to make changes, including material changes, to the services provided by them. We will use commercially reasonable efforts to inform you of those changes. However, you may not terminate this TOS based on such a change by a third party. cPanel - Please review paragraph 3(b) of the cPanel End User License Agreement (http://www.cpanel.net/eula.html). It is expressly incorporated into this TOS by reference. AGW guarantee an uptime of 99%.

2. Contact Information

You are required to provide us with accurate information when setting up your account, during the course of our relationship, and when corresponding with us. On occasion, we may need to communicate with you by e-mail about the Services. You agree to maintain a working e-mail address that is monitored daily. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on communications that are misdirected as a result of your failure to provide us with updated contact information.

3. Term

The "Effective Date" of this TOS will be the day on which we receive payment from you. This TOS will begin on the Effective Date and continue for twelve (12) months. After the expiration of the Initial Term, this TOS will renew for successive periods of equal length (Renewal Term). If not cancelled prior to the end of this term, under item 5. Termination, payment for the Renewal term falls due and payable on the anniversary of the Effective Date.

4. Payment

Your invoice is generated 10 days prior to its due date. The due date is the day of the month you signed up (Due Date). Your credit card will be charged on the Due Date. You are responsible for the fees and charges set out on the contract you have signed, and these terms. In addition, certain aspects of the Services may be billed by third parties to you, through us. All of these are referred to collectively as "Fees." Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date without set off or deduction. Fees may not appear on your invoice immediately after a Service is rendered. Fees will be past due, and your account may be suspended, if we attempt to charge your credit card and are unable to collect the Fees. Should your account be suspended for any reason, Fees will continue to accrue. To reinstate your account, you will be required to pay any fees levied on us by our financial institution plus a $25 administrative fee. You must inform us in writing of any Fee disputes at least 5 days before the Due Date. In addition, any accounts which are outside of 60 days in arrears will have an annual interest rate of 10% applied monthly and which compounds until the amount is paid in full.

5. Termination

Either party may terminate the services by providing written notice to the other no later than 25 days from the expiration of the Initial Term or Renewal Term. We reserve the right to immediately terminate this TOS, and suspend or cancel the Services:

(i) for a violation of any of our policies, including those incorporated by reference; and/or

(ii) your failure to pay any amounts due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights.Upon termination, your account will be closed. We have no responsibility to forward e-mail, or other communications, for you once your account is closed. You are encouraged to keep the Service active during a transition period should you seek to forward your e-mail or other communications.One party may also terminate this TOS upon the occurrence of a material breach, which has not been cured by the other party within 10 days of their receipt of written notice of the breach. For the purposes of defining a material breach, materiality shall be determined from the perspective of a reasonable business person with significant experience in Internet business. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.

6. Cancellation

You may cancel this Agreement at any time by providing written notice to us as provided in the paragraph entitled "Termination" We only accept cancellations via written notification. It is important to note that if the Order Form contains a term commitment, you will be responsible for all termination charges based on your cancellation. The fact that you cancel this Agreement does not relieve you of responsibility for these charges. If you have a term agreement with us, we strongly suggest you contact us prior to canceling to determine what your cancellation obligations will be.

7. Use of the Services

Your use of the Services are governed by our Acceptable Use Policy (AUP) and Privacy Policy which are incorporated into this TOS by reference. In the event of inconsistencies between this TOS and the AUP, on the one hand, or the Privacy Policy, on the other, the AUP or Privacy Policy shall govern.
The terms "unlimited" and "unmetered" are defined by our experience with similarly situated customers. This means that your use of our resources may not exceed that of similarly situated customers. In particular, you may not use our services for the primary purpose of Audio/Video streaming (other than that which is incidental to a site's operation), Large photo galleries, Storage of a large amount of uncompressed or full-size digital images, Online backups, Online file (FTP) serving, Distribution of content such as MP3 files. You may not place excessive burdens on our CPUs, servers or other resources, including our customer support services. You understand that bandwidth, connection speeds and other similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers may result our need to place restrictions on your use of the Services. You agree that we may place restrictions on your use of the Services or customer support services to the extent that they exceed the use of these resources by similarly situated customers.

All web hosting customers have 250MB of storage and 2GB of bandwidth per month. Additional fees apply for excessive bandwidth or storage. See Fee Schedule for details.

Shared web hosting accounts are allowed to use a maximum of 300,000 inodes. You agree to cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information and ensuring that you, your employees, and/or agents have sufficient technical expertise to understand how to implement the Services. You are responsible for all long distance and/or connection charges associated with the Services. You are responsible for the Fees once our Services are made available to you. It is your responsibility to ensure that you can connect with us to use the Services. Support is provided by way of an online support forum at http://www.anderson-gray.com/forum - any telephone support is charged at $11 / 6 minutes, which may change without notice.

Your use of AGWs Website Development Services is limited to our experience with similarly packaged customers. If you purchase a "Basic Package" Web Design, the services are limited to a maximum of 12 hours of development time, a "Silver Package" Web Designis limited to 31 hours, a "Gold Package" Web Design is limited to 37 hours, a Platinum Package" Web Design is limited to 50 hours and a "Ultra Package" is limited to 68 hours (design portion only). If your website design exceeds these limits, a further fee may be charged.

Any services provided "at no charge" or "at a discounted rate" may be withdrawn at any time by AGW if the services have been used in a way that AGW deem to be excessive or exploitative. A fee may be charged to resume these services.

Fair and Acceptable Use Policy

YOU MAY NOT AT ANY TIME DURING THE USE OF THE FORUM, DO ANY OF THE FOLLOWING:

(i) Post more than one (1) support request in any twenty-four (24) hour period : {charge of $110 per additional event}

(ii) Repeat a support request with the same or similar information within any seven (7) day period : {charge of $110 per event}

(iii) Post disparaging remarks about AGW, its services, or its staff* : {Immediate Termination of account and any services}

(iv) Make complaint of any kind* : {Immediate Suspension of account and any services}

If your actions are in contravention of the above policies, AGW will, without further notice to you, perform the action as noted above in the {brackets}.

*There is an appropriate channel for complaints and comments, please send an email to the most appropriate person here: http://www.anderson-gray.com/contact-information/contacts/

8. Licenses and Intellectual Property

AGW grants to you a non-exclusive, non-transferable, worldwide, royalty free license to use technology provided by AGW solely to access and use the Services. This license terminates on the expiration or termination of this TOS. Except for the license rights set out above, this license does not grant any additional rights to you. All right, title and interest in AGW 's technology shall remain with AGW, or AGW 's licensors. You are not permitted to circumvent any devices designed to protect AGW, or its licensors', ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology. We may provide technical support, implementation, customer service or administrative information to you. This information is not confidential. We may use this information, as well as aggregate information gleaned from the operation of our business in general, to improve, or create new products and services. We shall be the exclusive owners of this intellectual property. You waive any rights you may in this intellectual property, and assign all right, title and interest in it to us. You grant AGW , and any third parties used by AGW to provide the Services, a non-exclusive, non-transferable, worldwide, royalty free license to use, disseminate, transmit and cache content, technology and information provided by you and, if applicable, End Users, in conjunction with the Services. This license terminates on the expiration or termination of this TOS. All right, title and interest in your technology shall remain with you, or your licensors.

AGW retains the right to display any website, mark, logo, positioning statement, design or schematic, created by AGW under contract for any party, in a portfolio of works or as part of a sales and marketing campaign promoting AGW and associated entity services. This right survives any contract or agreement. The Client and/or copyright owner gives their ongoing permission for AGW to retain this right and  waive their right to challenge.

9. AGW 's Representations and Warranty

AGW warrants that it will perform the Services in accordance with other similarly situated companies. To make a warranty claim, you must notify AGW in writing within 30 days of the date AGW 's alleged breach. Your exclusive remedy, and AGW 's sole obligation, in the case of a breach of warranty is, at AGW 's option, to

(i) reperform the Services; or

(ii) issue you a credit based on the amount of time the Services were not in conformity with this warranty, subtracted ("pro-rated") by the amount of time they were in conformance. For the purposes of AGW 's warranty, the following issues shall not constitute services within the definition of "similarly situated companies": up-time, "up-time guarantees" or other items for which AGW provides a service level agreement, regardless of whether a service level agreement is, or was, available for the Services. Services provided by third parties are expressly excluded from this warranty.

10. Your Representations and Warranties

You represent and warrant to AGW that:

(i) you have the experience and knowledge necessary to use the Services;

(ii) you understand and appreciate the risks inherent to you, your business and your person, that come from using the Services in particular, and doing business on the Internet in general;

(iii) you will provide us with material that may be implemented by us to provide the Services without extra effort on our part; and/or

(iv) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Service to take advantage of the Service.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT HEREIN, AGW HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND TITLE. AGW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. AGW IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY US. AGW SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO AGW SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES. THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM AGW , ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.

12. Limitation of Liability

It is your obligation to ensure the accuracy, integrity, title or ownership, and security of anything you receive from the Internet. You agree that AGW has no liability, of any sort, for content you or your customers access from the Internet. AGW provides no guarantee that the Services will be uninterrupted, or continuous, that you will be able to access AGW 's network at a particular time, that any data transmitted by AGW is accurate, error free, virus free, secure, or inoffensive. You acknowledge that it is your responsibility to keep back-up copies of your data. AGW is not responsible for any loss of data, for any reason. AGW is not liable for unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on its network.  IN NO EVENT WILL AGW 'S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY AGW FROM YOU FOR THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM AGW SHALL BE INTERPRETED TO INCLUDE AGW 'S EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH US. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD AGW OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF AGW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to indemnify, defend and hold harmless AGW and its parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to

(i) your use of the Services

(ii) any violation by you of any of AGW 's policies;

(iii) any breach of any of your representations, warranties or covenants contained in this TOS; and/or

(iv) any acts or omissions by you.

The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the terms used to designate "you" include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us. AGW shall indemnify and hold you harmless from, and at its own expense agrees to defend, or at its option to settle, any claim, suit or proceeding brought or threatened against you so far as it is based on a claim that a product or service provided by AGW hereunder infringes any patent, copyright, or trademark. This indemnification provision is expressly limited to products or services which are fully owned by AGW . It does not extend to products or services provided by third parties. If set out in its agreements with third-party suppliers, AGW shall flow down similar intellectual property indemnification provisions to you. This paragraph will be conditioned on your notifying AGW promptly in writing of the claim and giving AGW full authority, information, and assistance for the defense and settlement thereof. You shall have the right to participate in the defense of the claim at your expense. If such claim has occurred, or in AGW 's opinion is likely to occur, you agree to permit AGW , at its option and expense, either to:

(i) procure for you the right to continue using the product or service;

(ii) replace with a product or service, regardless of manufacturer, performing the same or similar function as the infringing product or service, or modify the same so that it becomes non-infringing; or

(iii) if neither of the foregoing alternatives is reasonably available, immediately terminate AGW 's obligations (and your rights) under this TOS with regard to such product or service, and, refund the Fee charged by us for the period in which the Services were unavailable.

14. Notices

Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you. Please refer to our website, http://www.anderson-gray.com, for contact information for most issues, including technical support and billing. Notices regarding this TOS and other AGW policies should be directed to:

Anderson Gray Worldwide Pty Ltd
2 George Street
Highfields NSW 2289

15. Force Majeure

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including without limitation acts of God, bandwidth interruptions, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event less than ten days from the beginning of the event.

16. Jurisdiction and Venue

The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of the State of Victoria, Australia, as if performed wholly within the state and without giving effect to the principles of conflicts of law. You agree that jurisdiction and venue are proper in the Victorian Civil and Administrative Tribunal.

17. All Claims

All claims you bring against us must be resolved in accordance with this TOS. Without limiting the previous sentence, this includes claims based on service outages which are expressly covered by our SLA. All claims filed or brought contrary to this TOS will be considered to be improperly filed and a breach of this TOS. If you file a claim contrary to this TOS, we may recover legal fees and costs. Legal fees include any fees charged by our in-house, or virtual in-house, lawyers.

18. No Waiver

No waiver of rights under this TOS, or any AGW policy, or agreement between you and AGW shall constitute a subsequent waiver of this or any other right under this TOS.

19. Assignment

This TOS may be assigned by AGW . It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.

20. Severability

In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this Agreement shall remain in full force and effect.

21. Standard Web Contract

Agreement:  You give AGW permission to charge your credit card for payments as noted below. Payments made by credit card attract an additional 2.5% fee. This agreement is made in the state of NSW, Australia and is governed to the laws of this state. This agreement outlines a payment arrangement agreed to by you. The first payment as selected will be taken from the nominated card as outlined below and any further payments will be taken from the same card (or a replacement card as provided in writing by you) whenever required. If a payment fails, any services provided by AGW will cease (including public accessibility of the website) until your payments are up to date. *Additional Options selected in “Optional Extras” are charged IN ADDITION to the amount selected under packages – allowing first for Credits supplied with that package under “Package Details”.