ABN: 69322477658
Website: umitech.com.au
1. INTRODUCTION
1.1 Application of Terms and Conditions
These Terms and Conditions (“Terms”) govern the relationship between Umberto Abbatantuono (ABN: 69322477658), trading as “Umitech” (“we”, “us”, “our”) and the person, organisation or entity that accesses or uses our website, products or services (“you”, “your”, “client”).
1.2 Acceptance of Terms
By engaging our services, accessing our website at umitech.com.au, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms referenced herein. If you do not agree to these Terms, you must not access or use our services.
1.3 Modification of Terms
We reserve the right to modify these Terms at any time without prior notice. Any changes will be effective immediately upon posting to our website. Your continued use of our services following any such changes constitutes your acceptance of the revised Terms.
1.4 Related Documents
These Terms should be read in conjunction with our:
2. SERVICES
2.1 Service Description
We provide web design, marketing, branding, website development, search engine optimisation (SEO), and related digital services (“Services”) as specified in the relevant proposal, scope of work, or service agreement.
2.2 Service Delivery
We will provide the Services with reasonable care and skill in accordance with industry standards. We will endeavour to meet any specified timelines but cannot guarantee completion dates unless expressly agreed in writing.
2.3 Third-Party Services
We may engage third-party providers to assist in delivering our Services. You acknowledge that we are not responsible for any delays, defects, or failures caused by third-party providers.
3. CLIENT OBLIGATIONS
3.1 Provision of Information
You agree to provide us with accurate, complete, and timely information, content, materials and feedback necessary for us to deliver the Services. Delays in providing such materials may result in project delays.
3.2 Review and Feedback
You agree to review our work and provide feedback in a timely manner. Failure to provide feedback within seven (7) business days may be treated as acceptance of the work.
3.3 Compliance with Laws
You agree to ensure that any content or materials you provide to us comply with all applicable laws and regulations, including but not limited to intellectual property laws, privacy laws, and consumer protection laws.
4. FEES AND PAYMENT
4.1 Fees
Our fees for the Services will be as specified in the relevant proposal, quote, or service agreement. All fees are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.
4.2 Payment Terms
Unless otherwise agreed in writing, payment terms are as follows:
- For project-based work: 50% deposit before commencement, with the balance due upon completion
- For ongoing services: Monthly in advance by direct debit or as specified in the service agreement
- For other services: Within fourteen (14) days of invoice date
4.3 Late Payment
If you fail to make any payment by the due date, we reserve the right to:
- Charge interest on overdue amounts at the rate of 2% per month, calculated daily
- Suspend or terminate the provision of Services
- Withhold deliverables until payment is received in full
- Recover any costs associated with debt collection
4.4 Refunds
Refunds will be processed in accordance with our Refund Policy. Custom development work, completed design work, and services already rendered are generally non-refundable.
5. INTELLECTUAL PROPERTY
5.1 Pre-existing Intellectual Property
Each party retains ownership of its pre-existing intellectual property rights. Nothing in these Terms transfers ownership of such rights.
5.2 Project Intellectual Property
Unless otherwise agreed in writing:
- Upon full payment, you will own the intellectual property rights in the final deliverables specifically created for you
- We retain ownership of any concepts, ideas, or materials not selected for final use
- We retain ownership of all source files, templates, frameworks, and methodologies used in creating deliverables
5.3 Our Intellectual Property
We retain ownership of all intellectual property rights in our proprietary tools, systems, methods, processes, and software used to provide the Services.
5.4 Licence to Use Client Materials
You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, and modify any materials you provide to us for the purpose of delivering the Services.
5.5 Portfolio Rights
You agree that we may include a reference to our work for you in our portfolio, website, or other promotional materials. If you do not wish to be referenced, you must notify us in writing.
6. CONFIDENTIALITY
6.1 Confidential Information
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services (“Confidential Information”).
6.2 Protection of Confidential Information
Each party agrees to:
- Use the Confidential Information only for the purpose of performing its obligations under these Terms
- Protect the Confidential Information with the same degree of care it uses to protect its own confidential information
- Not disclose Confidential Information to any third party without prior written consent
6.3 Exceptions
The obligations of confidentiality do not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was in the receiving party’s possession before receipt from the disclosing party
- Is independently developed by the receiving party
- Is required to be disclosed by law or court order
7. PRIVACY AND DATA PROTECTION
7.1 Privacy Policy
We collect, use, and disclose personal information in accordance with our Privacy Policy and Privacy Statement, which are incorporated into these Terms by reference.
7.2 Data Protection
We will comply with all applicable data protection laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
7.3 Cookies
Our website uses cookies in accordance with our Cookie Policy. By using our website, you consent to our use of cookies as described in that policy.
8. WARRANTIES AND REPRESENTATIONS
8.1 Mutual Warranties
Each party warrants that:
- It has full power and authority to enter into and perform its obligations under these Terms
- It will comply with all applicable laws and regulations in connection with its activities under these Terms
8.2 Our Warranties
We warrant that:
- We will provide the Services with reasonable care and skill
- The deliverables will substantially conform to the agreed specifications
- We have the right to license any third-party materials included in the deliverables
8.3 Client Warranties
You warrant that:
- All information and materials you provide to us are accurate, complete, and do not infringe any third-party rights
- You have obtained all necessary consents, licences, and permissions for the use of any materials you provide to us
- Your use of the deliverables will comply with all applicable laws and regulations
8.4 Disclaimer
Except as expressly stated in these Terms, all warranties, conditions, and guarantees, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law. For more information, please refer to our Legal Disclaimers.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Liability
To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, business interruption, or loss of data, arising out of or in connection with these Terms or the Services, whether based on contract, tort, negligence, strict liability, or otherwise.
9.2 Cap on Liability
Our total aggregate liability for all claims arising out of or in connection with these Terms or the Services, whether in contract, tort, or otherwise, is limited to the total fees paid by you to us in the six (6) months preceding the event giving rise to the liability.
9.3 Third-Party Services
We are not liable for any loss or damage arising from third-party services or products that we recommend or integrate with our Services.
9.4 Time Limitation
Any claim arising out of or in connection with these Terms or the Services must be brought within twelve (12) months after the cause of action arises.
10. INDEMNIFICATION
10.1 Client Indemnification
You agree to indemnify, defend, and hold harmless Umitech, its directors, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
- Your breach of these Terms
- Your content or materials
- Your use of the deliverables in a manner not authorised by these Terms
- Your violation of any applicable law or regulation
10.2 Our Indemnification
We agree to indemnify, defend, and hold you harmless from and against any claim that the deliverables infringe any Australian intellectual property right of a third party, provided that you:
- Promptly notify us in writing of the claim
- Allow us sole control of the defence and settlement of the claim
- Provide reasonable assistance in the defence of the claim at our expense
11. TERM AND TERMINATION
11.1 Term
These Terms will remain in effect until all Services have been completed and paid for in full, or until terminated as provided in these Terms.
11.2 Termination for Convenience
Either party may terminate these Terms by providing thirty (30) days’ written notice to the other party. In the event of such termination, you will be responsible for paying for all Services performed up to the date of termination.
11.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if:
- The other party breaches any material term of these Terms and fails to remedy the breach within fourteen (14) days of receiving notice of the breach
- The other party becomes insolvent, enters into administration, or takes or is subject to any action related to its bankruptcy or insolvency
11.4 Effect of Termination
Upon termination of these Terms:
- We will cease providing the Services
- You will pay all outstanding fees for Services performed up to the date of termination
- Each party will return or destroy all Confidential Information of the other party
- Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Warranties and Representations), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General) will survive termination
12. GENERAL
12.1 Entire Agreement
These Terms, together with any proposal, scope of work, or service agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, understandings, and communications.
12.2 Assignment
You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent. We may assign these Terms to any successor to our business.
12.3 Subcontractors
We may subcontract the performance of any of our obligations under these Terms without your prior consent, provided that we remain responsible for all subcontracted obligations.
12.4 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, civil unrest, labour disputes, or failure of third-party providers.
12.5 Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver of any term of these Terms will be deemed a further or continuing waiver of that term or any other term.
12.6 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
12.7 Relationship of Parties
Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to bind the other in any way.
12.8 Notices
All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three (3) business days after being sent by registered or certified mail.
12.9 Governing Law
These Terms are governed by the laws of the State of [Your State], Australia, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of [Your State], Australia.
12.10 Consumer Guarantees
If you are a “consumer” as defined in the Australian Consumer Law, you are entitled to certain non-excludable consumer guarantees. Nothing in these Terms limits or excludes your rights under the Australian Consumer Law.
13. DEFINITIONS
In these Terms, the following definitions apply:
“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Content” means any text, graphics, images, audio, video, software, data, and other materials.
“Deliverables” means the final work product resulting from our performance of the Services.
“Intellectual Property Rights” means all copyright, patents, trademarks, design rights, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and any applications for registration thereof.
“Services” means the web design, marketing, branding, website development, search engine optimisation (SEO), and related digital services provided by us to you.