Terms and Conditions
1. STRUCTURE OF AGREEMENT
1.1 This Agreement is entered into by Vine Digital Pty Ltd (ACN 606 417 065) of Level 17, International Tower 3, 300 Barangaroo Ave (“we”, “us”, “our”) with the Client (“you”, “your”), operating under these Terms and Conditions.
1.2 This Agreement consists of the following parts:
(a) Order Forms; and
(b) These Terms and Conditions
1.3 The Order Form sets out the Services we will provide to you and the amount in fees you agree to pay us for those Services. The Order Form may provide for other matters, such as:
(a) our respective responsibilities (in addition to those set out in these Terms and Conditions);
(b) locations at which we will provide the Services;
(c) scheduled times for the performance of Services; and
(d) any additional Agreement documents.
1.4 An Order Form does not come into force until we have both signed it and will commence from the Commencement Date as specified in the Order Form.
1.5 The term of each Order Form will be as specified in the Order Form.
1.6 Our relationship with you under this Agreement is as a contractor to you. We are not in any partnership or joint venture relationship.
1.7 If there is any internal conflict in this Agreement, the clauses of these Terms and Conditions prevail.
2. SCHEDULE FOR COMPLETION
2.1 The scheduled times for our performance of the Services are estimates. We will endeavour to complete our Services within those times. We may extend those times to the extent we believe it reasonable to do so having regard to:
(a) the protection of personal safety or property;
(b) your breach of contract, negligence or other default, including any failure to provide materials, information or resources required for us to provide the Services; or
(c) the occurrence of any circumstances beyond our reasonable control.
3. MUTUAL RESPONSIBILITIES
3.1 OUR WARRANTIES
(a) We will carry out all Services in a workmanlike manner and in accordance with the descriptions in the Order Form. (b) Subject to clause 6.3, the Services will not infringe the rights of any third party, including intellectual property rights.
3.2 YOUR RESPONSIBILITIES
(a) You will obtain, procure and give any consents, permissions, access, facilities, information, cooperation, permits, authorities, notices and licences which are reasonably needed to perform the Services. (b) You will provide us with all information, materials and resources as required to enable us to perform the Services. (c) You warrant that any intellectual property provided by you will not breach any third party’s intellectual property rights. (d) You warrant that you are the owner or authorised licensee of any intellectual property provided to us. (e) You warrant that any information or material provided will not breach any laws or infringe persons’ rights.
3.3 MUTUAL COMMITMENTS
(a) Each party agrees to safeguard the other’s confidential information. (b) Rights under this Agreement are not exclusive. (c) Neither party is liable for breach or failure due to circumstances beyond its reasonable control. (d) Neither party will institute proceedings more than one year after the cause of action arose or Services were performed.
4. ACCESS TO PREMISES
4.1 If required, we may need access to your premises to perform the Services. We will:
(a) exercise reasonable skill and care; (b) comply with all reasonable instructions and security requirements; (c) act in a responsible manner on your premises.
5. PAYMENT AND TAXES
5.1 Fees and charges are specified in the Order Form. Payment terms are outlined therein. Interest may apply to late payments.
5.2 You agree to pay all applicable taxes and GST as per Australian laws.
6. INTELLECTUAL PROPERTY
6.1 Where you supply intellectual property to us, you grant a non-exclusive licence for the purpose of performing the Services.
6.2 Any new intellectual property created for you shall be owned by you.
6.3 We retain ownership of our pre-existing intellectual property, tools, methodologies, and general know-how.
6.4 We grant you a non-exclusive, non-transferable license to use materials produced upon full payment of all fees and expenses.
7. DATA PROTECTION AND PRIVACY
7.1 We are committed to protecting your personal information and ensuring its confidentiality. All personal data collected will be processed in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy.
7.2 You consent to the collection and use of data necessary for the execution of the agreed Services. Such data will not be disclosed to third parties without your explicit consent, except as required by law.
7.3 We implement industry-standard security measures to safeguard against unauthorized access, alteration, disclosure, or destruction of your personal data.
7.4 For more information about how we collect, use, store, and disclose personal data, please refer to our Privacy Policy available at https://www.vinedigital.com.au/privacy-policy/.
7.5 In the event of a data breach that affects your personal information, we will notify you within 72 hours and provide relevant details about the breach and any measures being taken to mitigate its impact.
8. CYBERSECURITY
8.1 We implement reasonable security measures, including encryption, firewalls, monitoring, and regular security assessments, to protect our systems and your data from unauthorized access, misuse, or cyber attacks. However, we cannot guarantee absolute security.
8.2 You acknowledge and agree that you are responsible for implementing your own security measures to protect your systems and data when using our Services.
8.3 We shall not be liable for any loss or damage resulting from cyber attacks, hacking, or other unauthorized access to your systems or data, except where such loss or damage is directly caused by our negligence.
8.4 In the event of a cyber attack impacting our systems and affecting your data, we will notify you within 72 hours and provide information about the nature of the breach and remedial actions being taken.
9. ARTIFICIAL INTELLIGENCE SERVICES
9.1 Certain Services may incorporate artificial intelligence technologies. While we strive for accuracy, AI-driven results may vary and are not guaranteed.
9.2 You acknowledge that AI is an evolving field, and we are not liable for errors or omissions resulting from AI applications, provided reasonable care has been exercised.
9.3 Clients acknowledge that when engaging AI-driven services or third-party tools, we are not liable for the performance, accuracy, or reliability of these platforms. It is the Client’s responsibility to ensure compliance with all third-party terms of use.
10. THIRD-PARTY SERVICES
10.1 We may use third-party platforms or tools. We are not responsible for their performance or reliability.
10.2 You agree to adhere to the terms of use of any third-party services utilized.
11. COMPLIANCE WITH LAWS
11.1 Both parties agree to comply with all applicable laws and regulations, including but not limited to the Privacy Act 1988 (Cth) and the Australian Consumer Law, in relation to the performance of their obligations under this Agreement.
11.2 We agree to comply with all applicable advertising standards and regulations, including but not limited to the Australian Association of National Advertisers (AANA) Code of Ethics, to ensure truthful, accurate, and non-misleading representations in our marketing materials and communications.
11.3 We will take reasonable steps to identify, assess and address risks of modern slavery in our operations and supply chains involved in delivering the Services. We must not engage in, and will take reasonable steps to ensure our operations and supply chains do not involve:
(a) activities, practices or conduct that constitute Modern Slavery; or
(b) activities, practices or conduct outside Australia that would constitute Modern Slavery if they occurred in Australia.
If we become aware of any actual or suspected Modern Slavery in our operations or supply chains, we will:
(i) notify you as soon as reasonably practicable; and
(ii) take reasonable action to address and remove these practices.
On request and with at least 20 Business Days’ notice, we will respond to reasonable requests for information (including supplier surveys, checklists or records) to assist you in meeting your obligations under the Modern Slavery Act 2018 (Cth), Modern Slavery Act 2018 (NSW), or equivalent legislation.
If significant or ongoing Modern Slavery risks or practices are identified and we fail to take reasonable corrective action after your engagement, you may terminate this Agreement under clause 14.
“Modern Slavery” has the meaning given in the Modern Slavery Act 2018 (Cth).
For the purposes of this clause, “Modern Slavery” has the meaning set out in the Modern Slavery Act 2018 (Cth).
12. CONFIDENTIALITY
12.1 Both parties agree to maintain the confidentiality of proprietary or sensitive information for two years following the termination of this agreement.
12.2 Confidential information shall not include information that is publicly available or becomes known to the receiving party through no breach of this clause.
13. LIMITATIONS OF TERMS AND LIABILITY
13.1 Our liability is limited to your actual direct loss, not exceeding the sum paid under the Order Form. No liability for loss of profits, revenue, or data.
13.2 Nothing in these Terms and Conditions purports to exclude, restrict or modify any rights, warranties, or guarantees which may be implied by law (including the Australian Consumer Law) and which cannot be lawfully excluded or limited. To the extent permitted by law, our liability for any breach of such rights, warranties, or guarantees is limited, at our discretion, to the resupply of the relevant service or the payment of the cost of having the service supplied again.
14. TERMINATION
14.1 Either party may terminate this agreement with 30 days’ notice or if the other party breaches a material term and fails to remedy it within 30 days.
15. GOVERNING LAW
15.1 This Agreement is governed by the laws of New South Wales, Australia.
16. REPRESENTATIVES
16.1 Each party may appoint representatives to manage the agreement.
17. DISPUTES
17.1 Before litigation, parties will attempt to resolve disputes through good faith negotiations within 30 days.
18. AMENDMENTS
18.1 We may update these Terms from time to time. Changes will be effective upon posting or providing written notice to you.
19. CONTACT
19.1 For queries, please contact us at: hello@vinedigital.com.au