Please take the time to read these terms and conditions.  By using Our Website and the Services and information offered on Our Website, you are agreeing to these terms and conditions.
Definitions
Services means design, development, content & marketing services.
the Website means the website https://www.codecentris.com.au.
We / Us etc means CODECENTRIS Pty Ltd and any subsidiaries, affiliates, employees, officers, agents or assigns.
Accuracy of content
We have taken proper care and precautions to ensure that the information we provide on this Website is accurate.  However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on this Website or on any linked site.
The information contained on this Website should not take the place of professional advice.
Use
The Website is made available for your use on your acceptance and compliance with these terms and conditions.  By using this Website, you are agreeing to these terms and conditions.
You agree that you will use this website in accordance with all applicable local, state, national and international laws, rules and regulations.
You agree that you will not use, nor will you allow or authorise any third party to use, the Website for any purpose that is unlawful, defamatory, harassing, abusive, fraudulent or obscene way or in any other inappropriate way or in a way which conflicts with the Website or the Services.
If you contribute to our forum (if any) or make any public comments on this Website which are, in our opinion, unlawful, defamatory, harassing, abusive, fraudulent or obscene or in any other way inappropriate or which conflict with the Website or the Services offered, then we may at our discretion, refuse to publish such comments and/or remove them from the Website.
We reserve the right to refuse or terminate service to anyone at any time without notice or reason.
Passwords and logins
You are responsible for maintaining the confidentiality of your passwords and login details and for all activities carried out under your password and login.
Indemnification for loss or damage
You agree to indemnify Us and hold Us harmless from and against any and all liabilities or expenses arising from or in any way related to your use of this Website or the Services or information offered on this Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and solicitors fees of every kind and nature incurred by you or any third parties through you.
Intellectual property and copyrights
We hold the copyright to the content of this Website, including all uploaded files, layout design, data, graphics, articles, file content, codes, news, tutorials, videos, reviews, forum posts and databases contained on the Website or in connection with the Services. You must not use or replicate our copyright material other than as permitted by law.  Specifically, you must not use or replicate our copyright material for commercial purposes unless expressly agreed to by Us, in which case we may require you to sign a Licence Agreement.
If you wish to use content, images or other of our intellectual property, you should submit your request to us at the following email address:
info@codecentris.com.au
Links to external websites
This Website may contain links that direct you outside of this Website.  These links are provided for your convenience and are not an express or implied indication that we endorse or approve of the linked Website, it’s contents or any associated website, product or service.  We accept no liability for loss or damage arising out of or in connection to your use of these sites.
You may link to our articles or home page.  However, you should not provide a link which suggests any association, approval or endorsement on our part in respect to your website, unless we have expressly agreed in writing.  We may withdraw our consent to you linking to our site at any time by notice to you.
Limitation of Liability
We take no responsibility for the accuracy of any of the content or statements contained on this Website or in relation to our Services.  Statements made are by way of general comment only and you should satisfy yourself as to their accuracy.  Further, all of our Services are provided without a warranty with the exception of any warranties provided by law.  We are not liable for any damages whatsoever, incurred as a result of or relating to the use of the Website or our Services.
Information Collection
Use of information you have provided us with, or that we have collected and retained relating to your use of the Website and/or our Services, is governed by our Privacy Policy.  By using this Website and the Services associated with this Website, you are agreeing to the Privacy Policy.  To view our Privacy Policy and read more about why we collect personal information from you and how we use that information, click here.
Confidentiality
All personal information you give us will be dealt with in a confidential manner in accordance with our Privacy Policy.  However, due to circumstances outside of our control, we cannot guarantee that all aspects of your use of this Website will be confidential due to the potential ability of third parties to intercept and access such information.
Products & Services
The Contract, as varied from time to time, applies to all sales of goods and the provision of all services by the Supplier to the Client pursuant to the Contract together with any non-excludable conditions and warranties implied by law. Constitutes the entire agreement between the parties.
Unless otherwise stipulated in the Contract, the Client must pay all monies owing as per the contract. (a) The Supplier may cancel or suspend the performance of its obligations under the Contract (without any liability to the Client) if at any time the Client defaults in respect of any of its payment obligations.
If the client defaults in making any payment to the Supplier in accordance with the Contract, the Client agrees to:
  • (a) Pay interest on the amount outstanding to the Supplier at the rate of 10% per annum from the date on which such default occurred until the balance outstanding is paid in full; and
  • (b) On demand, reimburse the Supplier all reasonable debt collection fees and commissions disbursements and legal costs (on an indemnity basis) incurred or payable by the Supplier as a direct or indirect consequence of such default.
If the Client orders goods or services in its capacity as trustee of a trust. The Client warrants that it has full power and authority to accept goods and/or services under the Contract for the benefit of the trust. Warrants that its right of indemnity against the trust property is unrestricted and will not be adversely affected by the Contract, agrees that it will be bound by the Contract both personally and in its capacity as trustee of the trust acknowledges that its liability for indebtedness incurred while a trustee will apply even if it ceases to be trustee of the trust for any reason: and acknowledges that its liability will not be limited to the assets of the trust.
The Client acknowledges and agrees that any warranties and conditions (whether statutory, express or implied) in relation to any goods or services supplied to it by the Supplier are expressly excluded, except for any warranties and conditions set out in the Contract or which cannot by law be excluded restricted or modified.
In the case of any breach by the Supplier of the terms of the Contract or any non excludable warranty or condition, the Supplier will not be liable for any consequential loss and the Supplier’s liability will be limited in all circumstances to:
  • (a) In the case of goods, the repair or replacement of the goods (at the option of the Supplier); and
  • (b) In the case of services, to supplying the Services again as per the guarantee in term 9 below.
The client will inspect the goods and services provided by the Supplier within 7 days of receipt of a Notice of Completion and must occur within that period:
  • (a) Give the supplier written notice of any matter by virtue of which the Client alleges that the goods or services are not in accordance with the Contract; and
  • (b) Make payment of the Balance of the price. The supplier shall have no obligation to rectify or replace any goods or services not in accordance with the Contract where notice is not given by the Client within seven days after the date of provision.
All subscription services are to run for no less than 12 months unless otherwise stated in the notes section of the Contract/Agreement.
  • All works will commence on the receipt of the agreed monthly amount which should fall on the monthly anniversary date of the commencement of the campaign itself.
  • The client does not engage in any other Digital Marketing practices with a third party without written consent from the supplier.
  • The client agrees to respond in a timely manner generally within 5 working days.
  • CODECENTRIS cannot be held responsible for any loss of rankings or negative movement as a direct result of a Google algorithmic update (i) For all SEO, Hosting, Web Design and or Web Refresh clients, the client’s website files (Where possible) will be backed up upon receiving the initial payment and kept on file for the duration of the contract plus 30 days after cancellation from any client as stated above.
The Client agrees not to cancel any Direct Debit Authority unless and until it has paid to the Supplier in full all amounts due and payable to the Supplier under the Contract.
Where the Supplier at the request of the Client, provides services in addition to those specified in the Scope of Works, and no price for those additional services has been agreed to by the parties in writing signed by them. the Supplier’s fee for those addition services shall be the number of hours (or part thereof) spent by each employee of the Supplier in providing those services multiplied by the Supplier’s hourly rate for additional services as specified in the Scope of Works.
Unless otherwise expressly stated in the Contract, no waiver or relaxation in whole or in part of any of the terms and conditions of the Contract will be binding on the Supplier unless in writing and signed on by a Director. Any such waiver or relaxation shall be limited to the term or condition and occasion in question.
The Client guarantees payment of all amounts due for payment under the Contract on the due date for payment thereof and indemnifies the Supplier for all amounts so due for payment and all losses costs and damages suffered by the Supplier as a result of breach of the Contract by the Client.
The Supplier will not be liable to the Client for any loss or damage of any kind sustained by the Client as a consequence of any breach of the Supplier’s obligations pursuant to the Contract if failure to supply is caused by matters beyond the Supplier’s reasonable control including (without limitation) acts of God, acts of any government, war or other hostility. National, international or even interstellar disaster or the elements, fire, explosion, power failure, equipment failure, strikes, lockouts, inability to obtain necessary supplies and any other force or major occurrence.
The Supplier may, at the cost of the client engage the services of a debt recovery agency to assist it, if payment is more than 7 days late.
The Client agrees that there is no cooling off period and any monies debited or received are non-refundable (Unless a money back guarantee is in effect as stated above).
Governing Law
These terms and conditions are governed by and construed in accordance with the laws of Victoria, Australia.  Any disputes concerning this website are to be resolved by the courts having jurisdiction in Victoria.
We retain the right to bring proceedings against you for breach of these Terms and Conditions, in your country of residence or any other appropriate country or jurisdiction.