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AAKUNA Pty Ltd
ABN: 84 671 839 339
Registered office: Unit 3, 1 Herbert St, Slacks Creek QLD 4127
Email: [email protected]
Website: www.aakuna.com.au
Effective date: 2nd October 2023
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1. Introduction
These Master Terms & Conditions ("Terms") govern the supply of products and services by AAKUNA Pty Ltd ("AAKUNA", "we", "us" or "our") to any individual, business, company, partnership, organisation or other customer ("Customer", "you" or "your").
These Terms apply to all quotations, proposals, statements of work, order forms, invoices, service agreements, payment plans and other arrangements entered into between AAKUNA and the Customer unless expressly agreed otherwise in writing.
By accepting a quotation, proposal, statement of work, order form, invoice, payment plan or by making payment for AAKUNA's services, the Customer agrees to be bound by these Terms.
If there is an inconsistency between these Terms and a specific written Statement of Work ("SOW") or signed agreement, the specific SOW or signed agreement will prevail to the extent of the inconsistency.
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2. Services
AAKUNA provides technology, software and digital services, including but not limited to:
2.1 Custom Software Development
- Custom business software;
- POS systems;
- Inventory management systems;
- Cloud-based software;
- Business management platforms;
- API development and integration;
- Third-party system integrations;
- Custom databases and applications;
Software maintenance and enhancements.
2.2 Website Development
- Corporate websites;
- Business websites;
- Landing pages;
- Custom websites;
- Content management systems;
- Website redesign and development;
Website integrations and functionality.
2.3 Ecommerce Development
- Ecommerce websites;
- Online stores;
- Shopping cart functionality;
- Payment gateway integration;
- Shipping integration;
- Marketplace integration;
- Product and inventory functionality;
- Customer account functionality;
Ecommerce system integrations.
2.4 Mobile Application Development
- Android applications;
- iOS applications;
- Cross-platform applications;
- Mobile APIs and backend systems;
- App maintenance and updates;
App Store and Google Play deployment assistance.
2.5 Digital Marketing
AAKUNA may provide digital marketing services including:
- Search Engine Optimisation ("SEO");
- Search Engine Marketing ("SEM");
- Social Media Optimisation ("SMO");
- Digital advertising;
- Search advertising;
- Social media marketing;
- Website optimisation;
- Content and campaign services;
Analytics and reporting.
The specific services, deliverables, inclusions, exclusions, timelines and fees will be set out in the applicable quotation, proposal, SOW or service agreement.
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3. Quotations and Acceptance
3.1 A quotation or proposal issued by AAKUNA is valid for the period stated in the quotation.
3.2 If no validity period is specified, the quotation may be withdrawn or amended by AAKUNA at any time before acceptance.
3.3 A quotation becomes an agreement when the Customer:
- signs or otherwise accepts the quotation or agreement;
- makes any required deposit or advance payment;
- instructs AAKUNA to commence work; or
- otherwise confirms acceptance in writing or electronically.
3.4 Any changes to the agreed scope may result in additional fees, revised timelines or both.
3.5 AAKUNA is not required to commence work until any required deposit, initial payment or other agreed payment has been received.
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4. Scope of Work
4.1 AAKUNA will provide the services described in the applicable quotation, SOW or service agreement.
4.2 Items not expressly included in the agreed scope are excluded.
4.3 Additional functionality, revisions, integrations, pages, features, platforms, content, third-party services or other work requested after acceptance may be treated as additional work and charged separately.
4.4 AAKUNA may issue a variation, additional quotation or invoice for additional work.
4.5 Delays caused by Customer approvals, missing information, third-party providers, changes to requirements or other matters outside AAKUNA's reasonable control may extend the delivery timeframe.
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5. Customer Responsibilities
The Customer agrees to:
- provide accurate and complete information required for the project;
- provide content, logos, images, product information, credentials and other materials reasonably required by AAKUNA;
- provide timely feedback, approvals and decisions;
- ensure that all content supplied to AAKUNA may legally be used;
- obtain any required licences, permissions or third-party approvals;
- ensure that Customer data and content do not infringe the rights of any third party;
- make payments by the applicable due dates; and
- cooperate reasonably with AAKUNA throughout the project.
AAKUNA is not responsible for delays or additional costs resulting from the Customer's failure to provide required information, approvals, content or instructions.
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6. Development Timelines
6.1 Any development timeframe provided by AAKUNA is an estimate unless expressly stated in writing to be a guaranteed deadline.
6.2 Development timelines may be affected by:
- Customer delays;
- scope changes;
- delayed approvals;
- third-party integrations;
- payment gateway providers;
- hosting providers;
- domain registrars;
- app stores;
- marketplace platforms;
- payment providers;
- API providers;
- external developers or suppliers;
technical issues outside AAKUNA's reasonable control.
6.3 AAKUNA will use reasonable efforts to meet agreed milestones but does not guarantee that a project will be completed by a particular date unless expressly agreed in writing.
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7. Project Payments
7.1 The Customer must pay all fees specified in the applicable quotation, SOW, invoice or payment plan.
7.2 Payment arrangements may include:
- upfront payment;
- milestone payments;
- monthly instalments;
- yearly payments;
- finance arrangements through a third-party finance provider; or
- another payment arrangement agreed in writing.
7.3 Unless otherwise agreed, invoices are payable by the due date stated on the invoice.
7.4 AAKUNA may suspend work, hosting, support, access or other services where an amount remains overdue, subject always to any rights the Customer has under applicable law.
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8. Finance Partner Arrangements
8.1 AAKUNA may, at its discretion, offer or facilitate a payment arrangement through a third-party finance provider ("Finance Partner") for eligible projects.
8.2 Finance arrangements may apply to:
- custom software development;
- website development;
- ecommerce development;
mobile application development; and
other eligible technology projects.
8.3 Finance arrangements may be offered for periods of up to 36 months, subject to the Finance Partner's approval, terms and conditions.
8.4 Where a Finance Partner is used, the Customer acknowledges that the financing arrangement may constitute a separate agreement between the Customer and the Finance Partner.
8.5 Until all applicable payments under the relevant finance arrangement have been successfully completed, ownership of the financed project assets_new may remain with the Finance Partner or otherwise be subject to the Finance Partner's security or contractual rights, as specified in the relevant finance agreement.
8.6 During the finance period, the Customer may not receive ownership or unrestricted access to the source code, administrative credentials or other project assets_new except to the extent expressly agreed in writing or required by law.
8.7 Unless otherwise agreed in writing, the Customer will not receive the administrator login credentials for a website or ecommerce store financed under a Finance Partner arrangement until the applicable payment obligations have been successfully completed.
8.8 Upon successful completion of all required payments, ownership and/or applicable rights in the project assets_new will transfer to the Customer in accordance with the applicable agreement.
8.9 The Customer acknowledges that the Finance Partner's terms may contain additional requirements, security interests, default provisions and enforcement rights. Where applicable, those terms will apply in addition to these Terms.
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9. AAKUNA Monthly Payment Arrangements
9.1 AAKUNA may, at its discretion, provide customers with a direct monthly payment arrangement for eligible services.
9.2 Under a monthly payment arrangement, AAKUNA may host the website, ecommerce platform, software, application files, databases or related assets_new on infrastructure controlled by AAKUNA or its hosting providers.
9.3 Unless otherwise agreed in writing, ownership of the applicable source code and project assets_new will transfer to the Customer only after all payments required under the agreed payment arrangement have been successfully received.
9.4 During an ongoing payment arrangement, AAKUNA may retain administrative control over the website, ecommerce platform, software or hosting environment.
9.5 Unless otherwise agreed in writing, AAKUNA will not be required to provide unrestricted administrator credentials, source code or other ownership-level access before completion of the agreed payment obligations.
9.6 Once all applicable payments have been successfully completed, AAKUNA will provide the Customer with the agreed ownership rights and applicable project assets_new, subject to any third-party licences, open-source licences, hosting arrangements and other applicable restrictions.
9.7 Nothing in this clause is intended to exclude, restrict or modify any non-excludable rights available to the Customer under applicable Australian law.
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10. Domain Names
10.1 Domain registration and renewal fees are separate from development fees unless expressly included in a quotation.
10.2 The Customer is responsible for paying domain registration and renewal fees.
10.3 Where AAKUNA manages the domain on behalf of the Customer, the Customer must pay the applicable domain fees in accordance with the agreed monthly or yearly arrangement.
10.4 Domain registration remains subject to the rules and policies of the applicable domain registrar and registry.
10.5 AAKUNA is not responsible for the loss, suspension, expiry or cancellation of a domain caused by the Customer's failure to provide information or make required payments.
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11. Hosting
11.1 Website, ecommerce and software hosting is a separate service unless expressly included in the applicable quotation or agreement.
11.2 Hosting may be charged monthly or annually as agreed between AAKUNA and the Customer.
11.3 Hosting fees must be paid in accordance with the agreed payment schedule.
11.4 AAKUNA may use third-party hosting providers, cloud infrastructure providers, data centres, content delivery networks and other infrastructure providers.
11.5 AAKUNA will use reasonable efforts to maintain hosting availability but does not guarantee uninterrupted availability.
11.6 Hosting may be affected by scheduled maintenance, emergency maintenance, cyber incidents, infrastructure failures, third-party outages, excessive usage, security events or circumstances outside AAKUNA's reasonable control.
11.7 Where hosting payments are overdue, AAKUNA may suspend hosting services after providing reasonable notice, subject to applicable law and any contractual or statutory rights of the Customer.
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12. Source Code and Intellectual Property
12.1 Unless otherwise stated in writing, AAKUNA retains ownership of its pre-existing intellectual property, development frameworks, libraries, templates, tools, systems, processes, methodologies, know-how, reusable components and proprietary technology.
12.2 Project-specific source code and other deliverables will be owned by the Customer only where:
- the applicable agreement expressly provides for Customer ownership; and
- all applicable amounts owing for the relevant project have been successfully paid.
12.3 Until payment obligations have been completed, AAKUNA may retain ownership, possession and control of the applicable project assets_new to the extent permitted by law and the applicable agreement.
12.4 Where third-party software, plugins, APIs, libraries, fonts, stock images, themes, hosting systems, payment gateways or other third-party intellectual property is used, ownership of those third-party components remains subject to the applicable third-party licence.
12.5 AAKUNA does not transfer ownership of third-party intellectual property merely because that component is incorporated into a Customer project.
12.6 Open-source software remains subject to its applicable open-source licence.
12.7 Unless otherwise agreed, AAKUNA may retain copies of project files for legitimate business, support, backup, security and record-keeping purposes.
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13. Administrator Access
13.1 Where the Customer has not completed the applicable payment obligations, AAKUNA may retain administrator-level access to the website, ecommerce platform, software or hosting environment.
13.2 The Customer acknowledges that administrator credentials may provide access to source code, databases, configurations, payment integrations, customer information, business data or other sensitive systems.
13.3 AAKUNA may restrict administrator access during a payment period where such restriction forms part of the agreed commercial arrangement.
13.4 Once the Customer has successfully completed the applicable payment obligations, AAKUNA will provide the agreed administrator access and/or ownership assets_new, subject to third-party restrictions and applicable law.
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14. Digital Marketing Services
14.1 Digital marketing services may include SEO, SEM, SMO, advertising management, content optimisation, campaign management, reporting and related services.
14.2 Digital marketing results depend on numerous factors outside AAKUNA's control.
14.3 AAKUNA does not guarantee:
- specific Google rankings;
- specific search engine positions;
- specific advertising results;
- specific sales;
- specific leads;
- specific website traffic;
- specific social media growth;
specific revenue; or
any particular return on investment,
unless expressly guaranteed in a written agreement.
14.4 Search engines, social media platforms, advertising networks and other third-party platforms may change their algorithms, policies, pricing, functionality or availability at any time.
14.5 Advertising spend, third-party platform fees and media costs are separate from AAKUNA's professional fees unless expressly stated otherwise.
14.6 The Customer remains responsible for ensuring that its products, services, claims, advertising material and business practices comply with applicable laws and platform policies.
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15. Digital Marketing Termination and Outstanding Fees
15.1 If the Customer wishes to terminate an ongoing digital marketing service, the Customer must provide the notice specified in the applicable agreement.
15.2 Amounts for services already performed, campaigns already commenced, third-party advertising expenditure, committed third-party costs and other non-cancellable costs remain payable.
15.3 If there is a dispute regarding future digital marketing payments, AAKUNA and the Customer may attempt to resolve the matter through a reasonable commercial discussion.
15.4 Any mutually agreed adjustment, settlement or termination arrangement should be recorded in writing.
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16. Advance Payments and Refunds
16.1 AAKUNA may require an advance payment, deposit, commencement fee or other upfront payment before commencing work.
16.2 An advance payment is applied toward the services, resources, development work, project scheduling, third-party costs and other commitments associated with the Customer's project.
16.3 To the maximum extent permitted by law, advance payments are non-refundable where the Customer changes its mind, abandons the project, fails to provide required information or otherwise requests cancellation after AAKUNA has committed resources or commenced work.
16.4 Where a project has been commenced, the Customer remains responsible for amounts properly payable for work performed, services supplied, third-party costs and other contractual commitments.
16.5 Nothing in these Terms excludes, restricts or modifies any refund, cancellation, consumer guarantee or other right that cannot legally be excluded under the Australian Consumer Law or other applicable legislation.
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17. Customer Cancellation and Termination
17.1 The Customer may request termination of a project or service by providing written notice to AAKUNA.
17.2 Where the Customer terminates a project after work has commenced, the Customer must pay:
- all amounts already due;
- fees for work completed up to the termination date;
- committed third-party costs;
- non-cancellable expenses reasonably incurred by AAKUNA;
- applicable hosting, domain and subscription fees;
- any other amounts properly payable under the applicable agreement; and
- where legally enforceable, any agreed early termination amount expressly specified in the applicable SOW or payment agreement.
17.3 Where a fixed-term development or payment agreement has been entered into and the Customer elects to terminate before completion, the Customer may remain liable for the unpaid contractual amount attributable to delivered, completed or committed work and services, subject to applicable law.
17.4 For clarity, AAKUNA does not intend this clause to operate as an unlawful penalty or to exclude any statutory right available to the Customer.
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18. AAKUNA Suspension or Termination
AAKUNA may suspend or terminate services where:
- the Customer fails to pay an invoice by its due date;
- the Customer materially breaches these Terms or the applicable agreement;
- the Customer provides unlawful, fraudulent or misleading instructions;
- continuing the service would expose AAKUNA to legal, security or regulatory risk;
- the Customer becomes insolvent or enters an external administration process; or
- another legitimate contractual or legal ground for suspension or termination arises.
Where reasonably practicable, AAKUNA will provide notice before suspension or termination.
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19. Late Payment
19.1 If an amount remains unpaid after its due date, AAKUNA may issue reminders and payment demands.
19.2 AAKUNA may charge reasonable recovery costs to the extent permitted by law and the applicable agreement.
19.3 AAKUNA may refer overdue accounts to a debt collection agency or other authorised recovery provider.
19.4 AAKUNA may also engage solicitors, barristers or commercial lawyers to recover outstanding amounts.
19.5 Where legally recoverable, the Customer may be responsible for reasonable debt collection costs and legal costs associated with recovery of overdue amounts.
19.6 Nothing in this clause authorises unlawful harassment, coercion or conduct prohibited by Australian law.
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20. Debt Collection
20.1 The Customer authorises AAKUNA to disclose information reasonably necessary to a debt collection agency, solicitor or other professional adviser for the legitimate purpose of recovering overdue amounts, subject to applicable privacy laws.
20.2 AAKUNA may provide the relevant agreement, invoices, payment history, correspondence and other reasonably necessary information to the appointed recovery provider.
20.3 The Customer remains responsible for undisputed amounts properly due under the applicable agreement.
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21. Acceptance, Testing and Approval
21.1 AAKUNA may provide development milestones, staging environments, demonstrations or test versions.
21.2 The Customer is responsible for reviewing deliverables and providing reasonable feedback.
21.3 The Customer must promptly identify any material defects or deviations from the agreed scope.
21.4 Minor variations, cosmetic differences or functionality that was not included in the agreed scope do not constitute a failure to deliver the agreed project.
21.5 Where a project requires Customer approval before launch, AAKUNA may rely on the Customer's approval as confirmation that the relevant deliverable has been accepted.
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22. Bugs, Defects and Warranty
22.1 AAKUNA will use reasonable care and skill in providing development services.
22.2 Where expressly included in the applicable agreement, AAKUNA may provide a limited post-launch warranty or bug-fixing period.
22.3 Unless otherwise stated, bug fixing is limited to correcting defects that cause the delivered software to materially fail to perform the functionality expressly specified in the agreed scope.
22.4 Additional functionality, enhancements, new requirements, third-party changes, compatibility issues or Customer modifications may be charged separately.
22.5 AAKUNA does not warrant that software will be completely free from defects, uninterrupted, error-free or compatible with every third-party system.
22.6 Nothing in this clause excludes any consumer guarantee or other right that cannot legally be excluded.
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23. Third-Party Services
AAKUNA may integrate or use third-party services including:
- payment gateways;
- Google services;
- Meta services;
- Apple services;
- Google Play services;
- hosting providers;
- domain registrars;
- shipping providers;
- accounting platforms;
- CRM platforms;
- marketplace platforms;
- APIs;
- plugins;
- software libraries;
cloud infrastructure; and
other external platforms.
AAKUNA is not responsible for changes, suspension, termination, outages, pricing changes, policy changes, security incidents or failures caused by third-party providers, except to the extent caused by AAKUNA's own breach or negligence.
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24. Payment Gateways
24.1 Payment gateway integration does not guarantee approval of the Customer's merchant account.
24.2 The Customer is responsible for entering into agreements with the relevant payment gateway provider.
24.3 Payment gateway fees, merchant fees, transaction fees, chargebacks and related costs are the Customer's responsibility unless otherwise agreed.
24.4 AAKUNA is not responsible for a payment gateway provider declining, suspending or terminating the Customer's account.
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25. App Store and Marketplace Approval
25.1 Where AAKUNA assists with publishing an application to Apple App Store, Google Play or another marketplace, approval remains subject to the relevant platform's policies and review process.
25.2 AAKUNA does not guarantee that an application will be accepted, approved or continuously available on any third-party marketplace.
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26. Website and Ecommerce Content
26.1 The Customer is responsible for the accuracy and legality of its website and ecommerce content.
26.2 The Customer warrants that it has the necessary rights to use any text, images, videos, trademarks, logos, product information and other materials supplied to AAKUNA.
26.3 The Customer is responsible for ensuring that its website complies with applicable laws relevant to its business, including privacy, consumer protection, advertising, taxation, industry-specific and ecommerce requirements.
26.4 Unless expressly included, legal drafting of privacy policies, terms of sale, refund policies, disclaimers or other legal documents is not included in website development services.
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27. Privacy and Customer Data
27.1 AAKUNA may collect and process information necessary to provide its services.
27.2 AAKUNA will handle personal information in accordance with applicable privacy laws and its applicable Privacy Policy.
27.3 The Customer is responsible for ensuring that information supplied to AAKUNA may lawfully be collected, used and processed.
27.4 Where AAKUNA hosts Customer data, the Customer remains responsible for determining what data is collected and how it is used within the Customer's business.
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28. Backups
28.1 Where hosting or backup services are included, AAKUNA may maintain backups as part of its normal operational procedures.
28.2 Backups are not guaranteed to protect against every form of data loss.
28.3 Unless expressly agreed, AAKUNA does not provide an unlimited backup or disaster recovery service.
28.4 The Customer remains responsible for maintaining independent copies of critical business data where appropriate.
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29. Cybersecurity
29.1 AAKUNA will take reasonable measures appropriate to the services provided to protect systems under its control.
29.2 No website, software system, hosting environment or internet-connected service can be guaranteed to be completely secure.
29.3 AAKUNA is not responsible for security incidents caused by:
- Customer credentials being compromised;
- Customer actions;
- third-party systems;
- vulnerabilities introduced by third-party software;
- unsupported software;
- unauthorised modifications;
- malicious attacks;
internet infrastructure; or
circumstances outside AAKUNA's reasonable control,
except to the extent caused by AAKUNA's breach of its applicable legal obligations.
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30. Intellectual Property in Customer Materials
30.1 The Customer retains ownership of intellectual property supplied by the Customer.
30.2 The Customer grants AAKUNA a non-exclusive licence to use Customer materials solely to the extent reasonably necessary to provide the contracted services.
30.3 The Customer warrants that it has the necessary rights and permissions to provide those materials.
30.4 The Customer indemnifies AAKUNA, to the extent permitted by law, against third-party claims arising from the Customer's infringement of third-party intellectual property rights through materials supplied by the Customer.
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31. AAKUNA's Pre-Existing Intellectual Property
31.1 AAKUNA retains ownership of its pre-existing:
- software;
- frameworks;
- code libraries;
- development tools;
- templates;
- processes;
- methodologies;
- know-how;
- technical architecture;
- reusable components;
documentation; and
other intellectual property.
31.2 Payment for a project does not automatically transfer ownership of AAKUNA's pre-existing intellectual property.
31.3 Where necessary for the Customer to use the final deliverable, AAKUNA grants the Customer an appropriate licence to use incorporated AAKUNA intellectual property, subject to full payment and the applicable agreement.
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32. Confidentiality
32.1 Each party must keep confidential information received from the other party confidential and must not disclose it except:
- with the other party's consent;
- to employees, contractors, professional advisers or service providers who need the information;
- where required by law; or
- where reasonably necessary to perform or enforce the agreement.
32.2 Confidentiality obligations do not apply to information that:
- is publicly available through no breach of the agreement;
- was already lawfully known;
is independently developed; or
is lawfully received from another source.
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33. Limitation of Liability
33.1 To the maximum extent permitted by law, AAKUNA will not be liable for indirect, incidental, special or consequential loss, including loss of:
- profits;
- revenue;
- business opportunities;
- anticipated savings;
- goodwill;
- data;
customers; or
business interruption,
arising from the services.
33.2 Nothing in these Terms excludes liability that cannot legally be excluded or limited.
33.3 Where permitted by law, AAKUNA's aggregate liability arising from a particular service or agreement will be limited to the amount paid by the Customer to AAKUNA for that service during the applicable period, or such other limitation as is expressly agreed in writing.
33.4 The limitations in this clause do not apply to liability that cannot lawfully be limited.
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34. Force Majeure
AAKUNA will not be responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including:
- natural disasters;
- fire;
- flood;
- severe weather;
- telecommunications failure;
- internet outages;
- power outages;
- cyberattacks;
- war;
- terrorism;
- government action;
- industrial disputes;
- pandemics;
- third-party service outages;
cloud infrastructure failures; or
other events beyond AAKUNA's reasonable control.
AAKUNA will use reasonable efforts to resume affected services as soon as reasonably practicable.
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35. Communications
35.1 The Customer agrees that email and other electronic communications may be used for project communications, approvals, notices and documentation.
35.2 Electronic approvals and confirmations may be relied upon where legally valid.
35.3 The parties acknowledge that Queensland legislation recognises electronic transactions and electronic communications in appropriate circumstances.
35.4 The Customer must ensure that its nominated email address and contact information remain current.
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36. Changes to Services
Aakuna may update or modify its services, technology, hosting infrastructure, processes or service providers where reasonably necessary.
Where a change materially affects an ongoing contracted service, AAKUNA will provide reasonable notice where practicable.
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37. Subcontractors and Service Providers
AAKUNA may engage employees, contractors, developers, consultants, hosting providers, Finance Partners and other third-party service providers to provide the services.
AAKUNA remains responsible for the services it has agreed to provide, subject to the terms of the applicable agreement and applicable law.
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38. Dispute Resolution
38.1 If a dispute arises, the parties should first attempt to resolve the dispute through good-faith commercial discussions.
38.2 Either party may provide written notice describing the dispute and the outcome it seeks.
38.3 The parties should attempt to resolve the dispute within a reasonable period before commencing formal proceedings, except where urgent legal relief is required.
38.4 Nothing in this clause prevents a party from seeking urgent injunctive, debt recovery or other appropriate legal relief.
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39. Governing Law
39.1 These Terms and any agreement between AAKUNA and the Customer are governed by the laws of Queensland, Australia, unless another governing law is expressly agreed in writing.
39.2 Subject to applicable law, the parties submit to the jurisdiction of the courts of Queensland.
39.3 Where a matter falls within federal jurisdiction, the parties acknowledge that it may be heard by an appropriate federal court, including the Federal Court of Australia, where that court has jurisdiction.
39.4 Nothing in this clause prevents a court from exercising jurisdiction that it has under applicable legislation.
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40. Legal Compliance
40.1 Each party must comply with laws applicable to its obligations under the relevant agreement.
40.2 Nothing in these Terms is intended to exclude, restrict or modify rights, guarantees, remedies or obligations that cannot legally be excluded, restricted or modified.
40.3 If a provision of these Terms is inconsistent with a mandatory provision of applicable law, the mandatory legal provision will prevail to the extent of the inconsistency.
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41. Severability
If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be read down or severed to the extent necessary, and the remaining provisions will continue to operate.
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42. No Waiver
Failure by AAKUNA to enforce a provision of these Terms does not constitute a waiver of its right to enforce that provision in the future.
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43. Assignment
The Customer must not assign or transfer its rights or obligations under an agreement without AAKUNA's prior written consent, except where permitted by law.
AAKUNA may assign or transfer its rights or obligations to a related entity, successor business, purchaser of relevant business assets_new or other appropriate entity, subject to applicable law.
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44. Entire Agreement
These Terms, together with the applicable quotation, SOW, proposal, order form, payment plan, invoice and any other written agreement expressly incorporated into the arrangement, constitute the agreement between AAKUNA and the Customer regarding the relevant services.
They supersede previous discussions or representations relating to the same subject matter, except where expressly preserved in writing.
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45. Order of Precedence
If there is an inconsistency between documents, the following order of precedence applies unless otherwise expressly agreed:
- Signed specific agreement or SOW;
- Finance Partner agreement, where applicable to the financing arrangement;
- Accepted quotation or proposal;
- Payment plan;
These Master Terms & Conditions; and
Other supporting documentation.
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46. Customer Acknowledgement
By accepting AAKUNA's quotation, proposal, SOW, order form, payment plan or invoice, the Customer acknowledges that:
- it has had an opportunity to read these Terms;
- it understands the applicable payment obligations;
- it understands that domain and hosting charges may be separate;
- it understands the ownership and source-code arrangements applicable to financed or payment-plan projects;
- it understands that administrator access may be restricted until applicable payment obligations are completed, subject to applicable law;
- it understands that third-party services are subject to third-party terms;
- it understands the applicable cancellation and termination provisions; and
- it agrees to comply with these Terms.
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47. Contact
For questions regarding these Terms or an AAKUNA service agreement, please contact:
AAKUNA Pty Ltd
ABN: 84 671 839 339
Registered Office: Unit 3, 1 Herbert St, Slacks Creek QLD 4127
Email: [email protected]
Website: www.aakuna.com.au