Ineffable Words Terms of Service

1. Definitions

  1. “Services” – any and all services offered, procured, requested or rendered by Ineffable Words.
  2. “Ineffable Words”, “Us”, “We”, “Our” – Ineffable Words and its owners or employees.
  3. “You”, “Your”, “Yourself” – the individual and/or company engaging the Services.
  4. “Terms”, “Terms of Service” – the terms and conditions outlined below in their entirety.
  5. “The Agreement” – your agreement, express or implied, with the rules and guidelines outlined in the below Terms of Service, whether verbally, in writing or by accepting Our Services.
  6. “The Act” – the Australian Privacy Act 1988 and its subsequent amendments.
  7. “Website” – the Ineffable Words website (ineffable-words.com).

2. Acceptance of Terms

  1. By engaging the Services of Ineffable Words, You accept and agree to be bound by these Terms of Service and any published guidelines or rules applicable to the Services. If You do not agree to be bound by these Terms, You shall not engage the Services.
  2. Failure by You to familiarise Yourself with and/or comply with these Terms of Service shall not be considered a breach of the Terms by Us and any remedy offered by the Terms will be rendered null and void.
  3. Failure by either party to adhere to any part of the Terms will be considered under the relevant section of the Terms and will not render the remainder of the Terms null and void.

3. Privacy

  1. Any private, personal or sensitive information collected or obtained by Us during the delivery of the Services will be treated in the strictest of confidence and in accordance with The Act.
  2. Any private, personal or sensitive information obtained by You during the delivery of the Services, whether intentional or otherwise, shall be treated in the strictest of confidence and in accordance with The Act.
  3. Failure by either party to comply with The Act in the handling of private, personal or sensitive information will constitute a breach of privacy separate from these Terms and will afford the wronged party the remedy or remedies limited to those offered by The Act.
  4. Any breach(es) of The Act will be considered separately from the Terms and will not render the remainder of the Terms null and void.

4. Accuracy of Information

  1. Any and all information provided either on the Website or in the course of delivering the Services is offered for informational purposes only.
  2. We shall not be held responsible, accountable or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Website or in the course of delivering the Services and shall not be held responsible, accountable or liable for any error or omission in that information nor shall we be held responsible, accountable or liable for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of the use of the information and you agree to indemnify and hold us blameless for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of the use of the information.

5. Intellectual Property

  1. Any and all intellectual property including but not limited to written content, images, graphics, logos, wireframes and video present on the Website are owned by Us and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  2. Any and all intellectual property including but not limited to written content, images, graphics, logos, wireframes and video produced by Us on Your behalf in the course of delivering the Services are owned by Us as per clause 5.1 above until full payment for the Services is received by Us.
  3. We reserve the right to use Our intellectual property for any purpose We consider appropriate.
  4. We will only use Your intellectual property upon either Your verbal or written consent and You reserve the right to withhold Use of Your intellectual property as You consider appropriate.

6. Conflict of Interest

  1. Upon the discovery of any real or potential conflict of interest, We will notify You as soon as is practicable to do so where such conflict of interest interferes or has the potential to interfere with Our ability to deliver or Your ability to take delivery of the Services.
  2. Upon the discovery of any real or potential conflict of interest, You shall notify Us as soon as is practicable to do so where such conflict of interest interferes or has the potential to interfere with Our ability to deliver or Your ability to take delivery of the Services.
  3. Where both parties agree that a real or potential conflict of interest exists, either party reserves the right to terminate The Agreement.
  4. Where You believe a real or potential conflict of interest exists, We reserve the right to continue providing the Services until such time it can be proven or reasonably shown that a real conflict of interest exists.
  5. We shall not be held responsible, accountable or liable for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of the delivery of our Services in the presence of any real or percieved conflict of interest and you agree to indemnify and hold us blameless for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of the delivery of our Services in the presence of any real or percieved conflict of interest.

7. Payment

  1. For the purposes of these Terms, payment shall be considered to be received as of the first full business day on which We have access to Your cleared funds.
  2. Accepted payment methods:
    1. Electronic bank transfer
    2. Cash (by prior arrangement and agreement with Us)
    3. Cheque (by prior arrangement and agreement with Us)
    4. PayPal (by prior arrangement and agreement with Us)
  3. Unaccepted payment methods:
    1. We do not accept payment by Eftpos.
    2. We do not accept payment by credit card.
    3. We do not accept payment by Bpay.
    4. We do not accept payment by wire or telegraphic funds transfer (eg. Western Union transfers).
  4. Fees and surcharges applicable to the Services:
    1. Any overdraft fees, cheque dishonour fees and/or interest payable on monies You control will be borne by You.
    2. Any payments made via PayPal will incur a 2% surcharge on the applicable amount payable.
  5. Non-payment:
    1. Any and all charges for the Services are due no later than the date stated on the supplied tax invoice.
    2. We will exercise due discretion and reasonable behaviour in the pursuit of any payments not received by the due date.
    3. We will only enter into any delayed payment arrangements at Our full discretion and We shall not be bound to allow payment via a delayed payment arrangement in the absence of prior express consent under any circumstance.
    4. Where payment has not been made by the due date and/or You are in default of any delayed payment arrangement entered into with Us and/or where all reasonable efforts have been made by Us to secure Your payment, We reserve the right to consider this a breach of the Terms of Service for which We reserve the right to pursue any and all remedies available to Us under common law, including but not limited to referral of the debt to a third party debt collection agency and/or legal action.
  6. Refunds
    1. Refunds will only be issued at Our discretion and where both parties agree that the delivered Services constitute a breach by Us of the Terms of Service.
    2. If a full refund is issued, any and all intellectual property including but not limited to written content, images, graphics, logos, wireframes and video produced in the course of delivering the Service for which the fees are being refunded will revert to Our ownership and any continued Use by You shall constitute a breach of the Terms for which We reserve the right to pursue any and all remedies available to Us under common law.
    3. If a partial refund is issued, any and all intellectual property including but not limited to written content, images, graphics, logos, wireframes and video produced in the course of delivering the module, component or unit of Service for which the fees are being refunded will revert to Our ownership and any continued Use by You shall constitute a breach of the Terms for which We reserve the right to pursue any and all remedies available to Us under common law.
  7. Contact
    1. Any questions, concerns, disputes or any other communication regarding payment matters should be directed to Us in writing via email to payments@ineffable-words.com.

8. Termination of The Agreement

  1. We reserve the right to terminate The Agreement with You at any time without notice and with no obligation on Us to give any explanation of the reason for the termination.
  2. If at any stage during the production and/or delivery of the Services You become unable to continue receiving the Services, You must notify Us immediately in writing.
  3. If We agree that a valid circumstance exists that renders You unable to continue receiving the Services We will notify You in writing of Our agreement to terminate The Agreement.
  4. If We do not agree that a valid condition exists that renders You unable to continue receiving the Services We will notify You in writing of Our decision regarding Your intention to terminate The Agreement.
  5. If there is a dispute regarding the termination of The Agreement it shall be handled in accordance with Our Dispute Resolution Process outlined in 8. below.
  6. We shall not be held responsible, accountable or liable for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of Our decision to maintain the delivery of the Services where We conclude that no valid reason exists to terminate The Agreement and you agree to indemnify and hold Us blameless for any loss, damage or legal liability incurred by You and/or suffered by You as a direct or indirect result of Our decision to maintain the delivery of the Services where We conclude that no valid reason exists to terminate The Agreement.

9. Dispute Resolution Process

  1. If at any time a dispute arises between Us and You regarding any situation, matter or issue covered by these Terms it will be handled in accordance with this process.
  2. Dispute Resolution Process:
    1. The party wishing to raise a dispute must notify the authorised representative of the other party in writing.
    2. The parties agree to discuss the issues in dispute, either in person, by telephone or via Skype.
    3. The parties agree to propose realistic and reasonable solutions to the dispute in this meeting.
    4. No solution to the dispute will be considered in effect until such time as both parties agree to effect the solution in writing.
    5. If no solution to the dispute can be reached between the parties, We reserve the right to resolve the matter to Our satisfaction.
    6. Failure to follow the Dispute Resolution Process shall constitute a breach of the Terms and will render any and all other remedy or remedies offered by the Terms or under common law null and void.
  3. You agree that We shall not be held responsible, accountable or liable for any loss, damage or legal liability incurred by You and/or suffered by You as a direct result of Your refusal to follow the Dispute Resolution Process and you agree to indemnify and hold Us blameless for any loss, damage or legal liability incurred by You and/or suffered by You as a direct result of Your refusal to follow the Dispute Resolution Process.

10. Changes to the Terms of Service

  1. We reserve the right to make changes to these Terms from time to time as We deem necessary and Your continued Use of the Services shall constitute an acceptance of any revised Terms.
  2. If changes are made to the Terms We will make every reasonable effort to notify You of these changes.
  3. We will deem You notified of the changes when:
    1. You are verbally advised of the changes or that changes have been made; or
    2. You are notified of the changes via email and We do not receive a delivery failure notification; or
    3. You are notified of the changes in writing via post and the mail is not returned to Us; or
    4. You are notified of the changes via SMS and We do not receive a message delivery failure notification; or
    5. If You are not currently engaged in the production and/or delivery of any Service, the changes are published on the Website.
  4. Failure by You to familiarise Yourself with and/or comply with any changes to the Terms of Service shall not be considered a breach of the Terms by Us and any remedy offered by the Terms will be rendered null and void.

11. Contractors, Assigns and Authorised Representatives

  1. From time to time We may outsource or sub-contract any or all of the Services as We deem necessary.
  2. A Contractor, Assign or Authorised Representative of Ineffable Words will be considered as such at Our discretion.
  3. Any Contractor, Assign or Authorised Representative of Ineffable Words shall make every reasonable effort to comply with the Terms of Service.
  4. Any breach of the Terms by a Contractor, Assign or Authorised Representative of Ineffable Words will be assessed and considered by Us on a case-by-case basis and any applicable remedy afforded by the Terms will be assessed and considered by Us on a case-by-case basis.
  5. Any disputes that may arise in the course of liaising with a Contractor, Assign or Authorised Representative of Ineffable Words shall be handled according to the Dispute Resolution Process as outlined in section 8. above and will be handled by Us.
  6. We reserve the right to resolve any dispute that may arise in the course of liaising with a Contractor, Assign or Authorised Representative of Ineffable Words on behalf of the Contractor, Assign or Authorised Representative in question as We see fit and the Contractor, Assign or Authorised Representative agrees to be bound by the provisions of the Terms in regards to the outcome of any dispute that is handled via the Dispute Resolution Process.
  7. We shall not be held responsible, accountable or liable for the conduct, actions, decisions or methods of any Contractor, Assign or Authorised Representative of Ineffable Words and We shall not be held responsible, accountable or liable for any loss, damage or legal liability incurred by any Contractor, Assign or Authorised Representative of Ineffable Words and/or suffered by You as a direct or indirect result of the negligence or deliberate intent of any Contractor, Assign or Authorised Representative of Ineffable Words and you agree to indemnify and hold Us blameless for any loss, damage or legal liability incurred by any Contractor, Assign or Authorised Representative of Ineffable Words and/or suffered by You as a direct or indirect result of the negligence or deliberate intent of any Contractor, Assign or Authorised Representative of Ineffable Words.

12. Point of Contact

  1. Any questions, concerns, disputes or any other communication regarding these Terms or any matter not explicitly covered in these Terms or any other matter whatsoever should be directed to Us in writing via email to contact@ineffable-words.com.
  2. Failure by You to notify Us within a reasonable timeframe of any questions, concerns, disputes or any other communication regarding these Terms or any matter not explicitly covered in these Terms or any other matter whatsoever that does or has the potential to prejudice Us in respect to these Terms shall not be considered a breach of the Terms by Us and any remedy offered by the Terms will be rendered null and void.