Terms & Conditions

1.Terms of Use

These Terms & Conditions, together with the Versatile Information Solutions (ABN 12 139 096 718) Services Specifications constitute a legally binding agreement between you (the Client) and VIS, for the provision of any technology, marketing and consulting services effective from the date the last party signs the Service Specifications OR starts using the Services.

We hold the right to update these Terms and Conditions in the future. When a Client signs in an Agreement to use VIS’s Services, the Client Agrees to use the latest Terms and Conditions. We hold the right to not exercise or enforce any right or provision of the Terms and Conditions; in doing so, we are not waiving that right or provision. These do not contain a limitation of VIS’s liability.

2. Definitions

The following definitions apply to this agreement, unless specified otherwise:

1. 2.1 This service agreement is in between the Company and the Client which sets out both parties’ obligations.
2. 2.2 “The Company” means Versatile Information Solutions Pty. Ltd (T/A VIS, ACN 139 096 718, ABN 12139 096 718).
3. 2.3 “Client” means any company, subsidiary, firm or individual or agent thereof who orders any service offered and supplied by the Company.
4. 2.4 “Services” means any technology, marketing or consultation service offered to and supplied to the Client by the Company.

3. Term and Extension

1. 3.1 This Agreement will commence on the Commencement Date / when the final party has signed the agreement / the specific day when the Client has agreed to start using the Company’s service, whichever happens first.
2. 3.2 This Agreement will continue until the project’s completion date / terminated in accordance with clause 8 of this Agreement.
3. 3.3 The parties agree that the contract will run for the specified Minimum Term in order to achieve the desired results and benefits of the Services. If the either party wishes to terminate the contract, it should be done so as per the minimum condition and structure of notice stated within the below-mentioned services.
4. 3.4 The parties may choose to extend the Contract Term further in writing. In absence of any further agreement, the term will, by default, continue to a monthly agreement.
5. 3.5 The Client accepts that all the marketing fees are payable in 1-month advance and are non-refundable. In case of system development including websites and apps, the fees are payable in the instalments structure as stated in the latest Agreement.
6. 3.6 The Client understands that none of the clauses mentioned in this Agreement will be changed based on the Client’s condition at the given time, unless it is in form of written confirmation by both the parties.

4. Provision of Service

This Agreement sets out your obligations to VIS in relation to the services to be provided.

4.1. Domain Name Registration and Administration

VIS can secure the domain names and registration on your behalf. All domain name registrations are offered on a first come, first serve basis. We will initiate the Premium Domain Name to your account for a period of one year. Any subsequent renewals of the Premium Domain Name will be charged to your account.

We will not be liable to the loss of domain or disruption in website and emails resulting from the failure to pay for the renewal of domains and web hosting in timely manner.

4.2. Website Design and Development

1. 1. a) Any website and branding-related work require an initial 50% deposit of the total amount in order for the company to commence the work. The remaining 50% is to be paid after the successful completion of the agreed service. 

The website will be made live following the remaining 50%
payment. 

In case the client nominates a 3^rd party’s website
hosting service, the website files will be transferred to the 3^rd party
after final instalment payment has been received. 

1. b) In a case where the client has been offered service payment terms by the Company that is different from the clause mentioned in the service agreement, the offered payment terms override the payment terms mentioned in the service agreement.
2. c) The services to be provided by the Company will be strictly limited to the services that have been mentioned in the scope of work. In a case where there is a change in scope of work and has been duly agreed by both the Client and the Company, the updated scope of work supersedes the initial scope of work.
3. d) The client agrees to provide the information that has been pre-agreed between the Client and the Project Manager(s), recorded in written communication. Such information includes but is not limited to images and videos, content, and prototypes.
4. e) Delay on the Client’s part in performing the agreed duties such as making payment on time, providing pre-agreed collateral, providing accurate information and feedback as such may cause a delay in the project delivery for which the Company shall not be held liable.
5. f) When the Project Manager(s) uses stock images and videos on their collateral that has been sourced by the Company, the uniqueness may not be achieved as it is a publicly accessible source.
6. g) The Company holds the right to withhold the branding collaterals’ access(es) and/or delete the in case the Client does not make the full payment as mentioned herewith in the Service Agreement Pricing or after the two subsequent invoice due reminders, whichever happens first.
7. h) The fees are non-refundable in nature.
8. i) The following duration schedule will be referred to for allowing the revision or correction after the Project Manager(s) has made aware, in writing, of the project’s completion to the Client:
   i. Website development: within 14 days
   ii. Photography & videography service: within 2 days
   iii. Content writing service: within 1 week
   iv. Logo and branding pack: within 2 days
   v. Other services: 3 days

Note: 1 day = till 11:59 pm of the day of the project’s completion submission by the Company to the Client.

1. j) The Client agrees that any changes or updates requested after the deadlines schedule outlined in the initial service agreement may cause an additional charge associated with the requested changes.
2. k) The Client will be involved in the process of website development and is encouraged to give feedback. If the Client wishes for any changes that fall beyond the scope of the agreed scope of service, the Company holds the authority to invoice the Client for the cost associated with these new changes. The changes are to be commenced only after the receipt of the invoiced amount.
   Additionally, if these changes cause disruption or failure to meet the original deadlines, the Company shall not be held responsible for the delay.
3. l) If the Client wishes to discontinue the service prior to the completion, the Client is liable to pay for the work carried out so far. Further, once the collateral is/are ready, but the Client has no longer need for it, they are still obliged to pay for the work that has been done. The Company may rightfully resort to legal action in case of non-payment for the amount invoiced.
4. m) The Company and its staff will not be held liable for any costs or expenses incurred, compensation, or loss of earnings due to the failure to meet the agreed deadlines and the Client’s obligations in the event that the delay has been caused by the change in scope and/or delay in the Client’s part in providing information or feedback/confirmation.
5. n) Each project has an estimated timeline. The Company will do its best to adhere to it, but it is subject to change due to response times, edits, change orders, and force majeure events. If the Client has a tight deadline, arrangements can be made by contacting the Project Manager(s) but may require a change order. Task allocation times are separate from milestones, deadlines, and turnaround times.
6. o) The nature of the system such as a website and application may require ongoing enhancement due to the underlying updates in the associated system. The Client understands that such maintenance is the Client’s responsibility. If the client wishes the Company to update it, they understand that it may incur a fee.
7. p) The Client understands that the delivered system’s functionality may need adjustments as per new devices/screen sizes/operating system/any other associated system that may release in the future. The Client is own self responsible to manage it and understands that the Company is willing to make these adjustments given that the Company’s staff are knowledgeable to do so, and the Client pays the cost associated with these adjustments in the agreed terms outlined by the Company.
8. q) It is implied that the Company holds the right to showcase its project delivered to the Client in a manner that represents true information and that may benefit the Company and its staff. In case the Client wishes their collateral not to be advertised, the Client must pre-inform the Company and its staff to avoid publicising their collateral.
9. r) The Client or any individual working on behalf of the Client shall not falsely label the service delivered by the Company as to have been delivered by some other parties without the consent of the Company.
10. s) In case the project’s delivery relies on the work submitted by a 3rd party employed by the Client, the Client agrees that the Company shall not be responsible for the delay, or the errors caused by the failure of the 3rd party to meet the deadline, the Client’s expectation or quality.
11. t) The Client also agrees that in situations where the Client wishes the Company to rectify the contracting 3rd party’s work or enhance it to meet the Client’s expectations, an additional cost may be incurred if this falls beyond the pre-agreed updated scope of work.
12. u) The Company’s responsibility is limited to delivery of the work within the scope of work outlined and that the Company will perform the work in good faith. The Client understands that the Company shall not be held responsible for making any unpaid changes in the event that the Client’s expectation changes after the work has been delivered and changes duly requested within the duration outlined in 4.2.(i) that falls under the scope of work have been made and submitted to the client.
    In an event where the Company wishes to terminate the agreement because the Company is no longer able to deliver the service either partially or fully due to unforeseen circumstances such as discontinuation of the service other than that of the clauses listed from 4.2.(a) to 4.2.(t), the Client is obligated to pay for only the completed service. In the event of such occurrences, the Company shall duly notify the client in writing at least 14-days prior to the termination.
    The handover shall duly be made to the Client after the amount of service owing to the Company has been made.

4.3 Website Hosting

1. a)

   The annual or monthly fee of the domain(s), website (s) and email(s) hosting will must be subsequently paid within the due date after the invoice has been issued to the Client. Failing to do so will relieve the Company of the responsibility of renewing its domain and hosting service. The Company shall not be held responsible for the website(s) and email(s) interruption caused by non-renewal or deletion of files by the Company due to not receiving the invoiced amount on time.

2. b)

   The Company has the freedom to select the domain supplier and server of its choice.  

3. c) The Company sets up its own website files backup schedule routine. The Company shall not be held responsible for up-to-date backup of files.
4. d) The Company shall not be held responsible for the failure of the service caused on the part of the domain registrar and/or the server supplier.
5. e) The Company assures that the uptime availability will be at least 99% except where the failure results from:
6. i. Failure or malfunction in relation to any device or equipment, any software or power supply beyond the Control of the Company
   ii. The Client’s action or omission (or 3rd party acting on the Client’s behalf)
   iii. Any false breaches reported as a result of outages or errors of any of the Company’s measurement system
   iv. System update that is beyond the control of the Company
   v. Unauthorised or illegal access by any party to any party of the computer systems used to provide the Services including hacking, cracking, virus dissemination and denial of service attacks
   vi. During scheduled maintenance to keep the server up-to-date
   vii. Failure or malfunction of any software forming part of the Services which has not been subjected to a testing regime due to its time-critical nature including updates, patches, definitions, etc;
7. f) Website’s full access including FTP access and files will only be shared after the payment of transfer fee.
8. g) In case the Client wishes the service to be transferred to a different provider of their choice or receive login access, the information has to be sent to the concerned parties of the Company in writing. The transfer will be made by the Company only after all the necessary dues have been paid by the Client.
9. h) By terminating the service, the Company shall no longer be responsible for managing or renewing the client’s domain, website and emails that have been handed over to the company.
10. i) In case the client chooses the files to be hosted on a server that does not belong to the Company, the file transfer is to be made after the amount the Client owes to the Company in full.

4.4 Search Engine Optimisation (SEO) and Google AdWords

1. a) VIS will undertake the project responsibility in accordance with the best and latest industry practices.

2. b) Although VIS will do all the necessary due diligence in ranking of the website, the Client agrees and understands that SEO and Google Ads services do not provide any guaranteed results and that results can vary due to any of the below mentioned factors:
3. i. Malpractice engaged in the project previously by other contracting parties other than the Company.
4. ii. Has poor or duplicate content
5. iii. Is on a SEO unfriendly content management system
6. iv. If the necessary access is not provided to VIS
7. v. If the website has suffered from a penalty, either by own fault or Google’s update
8. vi. Has unnatural link profile
9. vii. Is hosted in a slow or blacklisted server
10. viii. If the Client does not implement the suggestions made by VIS
11. ix. Any changes made by someone other than VIS the parties not authorised by the Company
12.  
13. c) In case where guarantee on ranking is claimed, the terms of guarantee will be as per the advertised conditions.
14. d) The Client agree to release VIS of any employee, owner, or director of VIS from being liable for any damages, cost, or loss of business due to any incidents and/or issues relating to any search engine’s actions.
15. e) Any alterations/additions of SEO keywords by the Client after the initial selection of the keywords will incur additional fees
16. f) All fees are payable in 1-month advance and are non-refundable.
17. g) For cancellation of SEO services, the Client agrees to provide minimum of 1 pay-cycle month in advance notice in written form to admin@visnetwork.com.au and prabin@visnetwork.com.au / anisha@visnetwork.com.au
18. h) The Client understands that after termination of the service by VIS, the strategies that were set by VIS team including goal setups will be removed as these are part of the Company’s intellectual property.
19. i) The agreement will be automatically renewed on the anniversary date every year or following the end of the completion of last updated service agreement period, whichever occurs first, till either party provides minimum of 1 pay cycle month in advance written notice to discontinue the service.
20. j) The agreement cannot be cancelled unless all the dues owed to VIS are paid in full.

4.5 Development of Mobile apps and CRMs

1. a) VIS uses various technologies to build the pre-agreed system
2. b) VIS shall not be responsible for the content on system unless the agreement states otherwise
3. c) VIS will not be responsible for the app or system changes resulting from the action of third-party framework beyond the control of VIS.
4. d) VIS will implement all the steps to publish the app on online downloading stores such as Play Store or Apps Store. However, VIS will not be held responsible for the launch dates on these platforms as they are managed by the 3rd parties
5. e) VIS will not be held liable for the push notifications’ effectiveness if the end users have turned off their app’s push notification feature
6. f) It is beyond our control to overwrite the built-in function of end users’ mobile devices.
7. g) The Client will be involved in the process of the system development and are encouraged to give feedback. If the Client wants functionalities changes which are beyond the scope of the initial Agreement, VIS holds the authority to charge the Client for the cost associated with these new changes. Additionally, if these changes cause disruption or failure to meet the original deadlines, VIS shall not be held responsible for the delay.
8. h) The nature of web and application development is such that it requires ongoing enhancement and frequent updates due to underlying updates in the associated system. The Client is aware and accepts that getting such enhancements and updates done is the sole responsibility of the Client.
9. If the Client wishes VIS to perform these updates and upgrades, the Client understands that certain fees may be involved.
10. i) If the Client requests VIS to update system or enhance to meet the associated system’s update, which was not outlined in the latest Agreement, we are willing to make these adjustments given that the VIS staff are knowledgeable to do so and the Client pays the cost associated with these adjustments.
11. j) The fees are payable in the pre-agreed instalment structure and are non-refundable.
12. k) The Client accepts that any fees incurred for integration with 3rd party providers will be payable by the Client themselves. VIS will not be held liable for the losses caused by the failure of Client to pay these 3rd party providers. Additionally, VIS will not be liable for the changes in price structure made by the 3rd party providers.
13. l) The Client agrees that VIS holds the right to pause the development process in case of failure to pay the invoices owed to the Company.
14. m) If the Client wishes to discontinue the system development prior to the completion, the Client is liable to pay the subsidised amount. Further, once the system is ready but the client does longer want it, they are still obliged to pay for the work that has been done. Non-payment may result in legal action by VIS.
15. n) The system and programming will remain the property of VIS until all outstanding accounts are paid in full.

4.6 Social Media Marketing

1. a) VIS will setup social media marketing campaigns and drive the Clients’ social media channels as specified on the Agreement.
2. b) The Client agrees to provide necessary access details to enable VIS team to work on their campaigns
3. c) VIS will not be liable for any damages in case the Client provides incorrect information or omits the information that VIS needs to be aware of
4. d) All the content and information published will be pre-approved by the Client. VIS will not be responsible for the damages in case these pre-approved contents do not meet the changed requirement of the Client
5. e) VIS will not be held responsible for any comments or interaction by 3rd party in the Clients’ social media profiles, as they are beyond our control
6. f) All the fees are payable in 1-month advance and are non-refundable.
7. g) For cancellation of service, the Client agrees to provide a minimum of 30-days’ notice in written form to admin@visnetwork.com.au and prabin@visnetwork.com.au / anisha@visnetwork.com.au
8. h) The agreement cannot be cancelled unless all the dues owed to VIS are paid in full.
9. i) For cancellation of service, the Client agrees to provide a minimum of 1 pay-cycle month advance notice in written form to admin@visnetwork.com.au and prabin@visnetwork.com.au / anisha@visnetwork.com.au
10. j) The agreement will be automatically renewed on the anniversary date every year till either party provides minimum of 30-days’ written notice to discontinue the service.

4.7 Done 4U Marketing

1. a) VIS will provide Done 4U Marketing Services to clients which is a bundle service of different marketing packages
2. b) VIS will provide services as per the best industry practices
3. c) Although VIS are the specialists in the industry, the Client agrees and understands that Done 4U Marketing does not guarantee results, unless mentioned explicitly during the Agreement.
4. d) The Client agrees to release VIS and any employees, owner, or director of VIS from being liable for any damages, costs, or loss of business due to any incidents and/or any issues relating to any 3rd parties’ actions.
5. e) The Client agrees to provide all the necessary details including the login details within 15-days of this Agreement.
6. f) Any delays or losses arisen from the delays caused due to the delay in providing necessary information may cause issues in results. In such circumstances, the Client agrees that it will not be VIS fault.
7. g) Client guarantees and warrants the truth of material supplied regarding the use of any picture, graphic or illustration, or to insert a hypertext link(s) to any other website, or advertise the business profession, service, product, Trademark, or Trade names appearing or described therein the said Social Media Campaign as well as holding all the rights to use the trademarks or commercial names and that this does not breach any provision, law or statute, including the Trade-Marks Act, the Copyright Act and or any other law or statute relating to intellectual property.
8. h) The initial term of this Agreement is for 12 months, unless stated otherwise during the initial contract.
9. i) If the client wishes to discontinue Done 4U Marketing service, a written notice of termination should be provided in written form as per below specified time frames:
10. i. Termination before 6 months of original contract: 3 pay-cycle months’ prior notice
11. ii. Termination after 6 months of original contract: 1 pay-cycle month’s prior notice
12.  
13. j) All the Done 4U Marketing service fees are payable in 1-Month advance and are non-refundable.
14. k) The agreement cannot be cancelled unless all the dues owed to VIS are paid in full.
15. l) The agreement will be automatically renewed on the anniversary date every year till either party provides minimum notice duration as stated under each service categories in this Agreement.
16. m) The clause of “exclusivity” that the Company will not work with the Client’s local competitors within the 7KM radius of their company space applies only if the client subscribes to the recurring full-service marketing service package Done 4U Marketing. In case the Client downgrades their package from Done

4.8 Upload of Content to Customer Websites

1. a) VIS will upload optimised content and tags to the Clients’ websites where a web page is in a language, we specialise in. If the webpage has been designed in programming language that we are not skilled in, uploading the content becomes the responsibility of the Client.
2. b) The changes on website content after 14-days of website launch by VIS, or changes made to any pre-existing website will incur charge. The charge will be on hourly basis of the work required.
3. c) Although full care is taken when making website changes, the Client agrees to regularly back up their own website, unless the site is hosted by VIS.

4.9 Paid Ads

1. a) VIS will setup paid advertising campaigns and deliver results based on the ads as per the industry’s best practices. This can be through different platforms including Facebook, LinkedIn, Google, YouTube, Instagram, and others.
2. b) If paid ads campaign cannot be delivered due to the editorial policies of the platforms in question, the client will be notified. VIS team will implement due diligence in resolving the matters but does not guarantee the outcomes as these 3rd party platforms are beyond our control
3. c) Costs associated with running the ads (ads budget) will be charged from the clients’ credit card. The Client understands that these charges are directly paid to the 3rd party platform provider and are non-refundable. These fees are separate charges from the marketing management charge.
4. d) The Client understands that VIS can only indicate the maximum budget spend limit to these 3rd party platform providers but cannot directly control the exact amount spend at a particular given time.
5. e) The maximum budget limit may vary from time to time to achieve the desired results. The Client will be consulted prior to changing the budget limit.
6. f) The Client agrees that there will be no guarantee in outcomes because there are many factors involved which includes the policies of 3rd party providers, non-compliance of websites and claims in question, web traffic at a particular given time.
7. g) The Client agrees that VIS is not responsible for any incorrect payment charges made by 3rd party advertising platforms.
8. h) VIS will not be responsible on results if any 3rd parties are granted access to the ongoing campaigns by the Client.
9. i)The Client agrees to comply with guidelines set by the respective paid advertising platforms.
10. j) Any alterations/additions of services by the Client after the initial selection of the keywords will incur additional fees
11. k) All fees are payable in 1-month advance and are non-refundable.
12. l) For cancellation of SEO services, the Client agrees to provide minimum of 30-days’ notice in written form to admin@visnetwork.com.au and prabin@visnetwork.com.au / anisha@visnetwork.com.au
13. m) After termination of paid ads service by VIS, the Client understands the fact that all the strategies that were set by VIS team including goal setups will be removed as these are part of our intellectual property.
14. n) The agreement will be automatically renewed on the anniversary date every year till either party provides minimum of 30-days’ written notice to discontinue the service.
15. o) The agreement cannot be cancelled unless all the dues owed to VIS are paid in full.

4.10 Email Setup and Maintenance

1. a) VIS will assist the Client to setup email address with the preferred service provider.
2. b) The Client understands that it will not be the responsibility of VIS to manage and renew the email hosting service provided by the 3rd party.
3. c) VIS will not be held liable in case of email and data loss arisen due to the non-compliance with the 3rd party suppliers’ policies or due to failure to pay the fees on time.

4.11 Email Marketing and Video Marketing Services

1. a) Client agrees to provide content and database to VIS for their email marketing campaign. VIS will be liable to write content only if it is explicitly mentioned in the Agreement.
2. b) The Client will be required to approve the content before blasting it to the database. In case of delay in approval by the Client may cause the delay in pre-agreed email blast date, for which VIS will not be held responsible.
3. c) VIS will not be held responsible in case any of the contacts are unable to be uploaded into the system due to the non-compliance with the system’s policies.
4. d) Any subscriptions from 3rd party system will be payable by the Client. The Client understands that this is separate from the service fees charged by VIS.
5. e) The Client understands that VIS will not be responsible for any changes in the fee structure by these 3rd parties.

4.12 Third Party’s Platform Subscriptions

1. a) Subscriptions to 3rd party platforms may be required to carry out the stated project. The Client will be made aware by VIS of the requirement of such subscriptions.
2. b) VIS can suggest the most efficient platforms to meet the objectives but the Client understands that VIS does not represent such 3rd party providers unless stated otherwise.
3. c) The Client understands that their card will be charged for such subscription fees. This is separate from the management fees charged by VIS.
4. d) VIS will not be responsible for any changes to the system or any disruption caused by these changes in the 3rd party platforms.
5. e) The Client is liable to manage such subscriptions and the failure to pay may give authority for the 3rd party to cancel the service, for which VIS will not be held responsible. VIS will also not be held responsible for loss of data and information in such circumstances.
6. f) VIS will not be held responsible for any changes in the fee structure made by the 3rd parties.
7. g) VIS can only suggest the best practices to get the best out such subscriptions. Any penalty caused by the false information supplied, non-adherence to the policies and such will be the sole responsibility of the Client.
8. h) VIS will not be held responsible for the error in payment charges made by the 3rd parties. We can however, communicate on behalf of the Client or assist with necessary information. But the Client understands that VIS is not liable for any outcomes.
9. i) In case the client wants to terminate the subscription, they themselves will be required to cancel or ask for VIS team’s assistance in cancellation of such subscriptions. VIS agrees to provide possible assistance but the Client understands that VIS will not be held responsible for any issues in termination of such subscriptions.
10. j) VIS will not be held responsible for any changes made by any parties outside of VIS team who have been granted access by the Client themselves.
11. k) VIS will not be held responsible for the delay in any approval or publishing caused by the 3rd parties.

4.13 Service Inclusions

1. a) During the terms of service, VIS will deliver the services that are agreed in the initial Agreement or any revised agreement. The Client understands that addition of services will incur additional fees.
2. b) VIS team will be available for client support during the business hours of 9 am – 5 pm, during working days. The support service will be on first-come-first-serve basis or on the degree of urgency. The service can be requested by contacting the office phone number 1300 777 847
3. c) VIS team may be available for support services during non-business hours but the Company in case of urgent matters. But the Client understands that VIS does not guarantee the support service outside of the business hours.

4.14 Service Exclusions

1. a) Unless stated otherwise, VIS will not provide any services beyond the scope of the latest Agreement.
2. b) VIS will not be liable to rectify any loss or corrupt data due to any external influence other than VIS team’s errors
3. c) Diagnosis or rectification of issues which are not a part of the latest service agreement will not be the responsibility of VIS.
4. d) VIS will not be held liable for any damage caused due to any circumstance that invokes Force Majeure.

5. Fees

1. 5.1 The Client agrees to pay monthly fees to cover the Marketing Service fees at the beginning of the month. The marketing fees will be as per the fee amount stated in the latest Agreement and are non-refundable in nature.
2. 5.2 VIS holds the right to change the monthly service fees from time to time upon notifications.
3. 5.3 Payments will be accepted through Credit Card charge/direct deposit/EFT/cheque or any form of payment that has been approved by VIS. All the payments will be made into specified account in Australian and US dollar currency.
4. 5.4 In case of technology development such as Website, App, CRM and such, the service fees are payable in instalment structure as stated in the latest Agreement. The Client understands that the Service will commence only after the payment of first instalment amount.
5. 5.5 If an account becomes 15-days past due, VIS holds the right to pause the Service until the payment is made. At 90 days’ past due, VIS may choose to terminate the Agreement and delete all the campaign strategies and source codes which are the part of VIS’s Intellectual Property.

6. No Guarantees

1. 6.1 The Client acknowledges and agrees that VIS makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any results.
2. 6.2 In case VIS explicitly guarantees results, if the results are not achieved, VIS is ready to fulfil the alternative action as stated in the part of agreement.
3. 6.3 VIS will not be held liable in case the guaranteed results are not achieved due to delay from the Client’s side or due to the delay in 3rd party provider or due to any circumstance that invokes Force Majeure.
4. 6.4 The guarantee will be revoked in case the client does not abide by the suggestions made by VIS team or does not abide by the subscribed 3rd party’s code of conduct.
5. 6.5 The guarantee will be revoked in case the Client has provided the Service in question’s access to any 3rd party and that 3rd party has made unauthorised changes without the prior consent of VIS.

7. Confidentiality

7.1 Each party must at all times:

1. a. Maintain the secrecy and confidentiality of any Confidential Information of the other party
2. b. Must not, without prior written consent of the other party, use or disclose the other party’s Confidential Information unless explicitly permitted by this Agreement or required to do so by the law or regulatory authority
3. c. Use the Confidential Information of the other party solely for the purpose of complying with its obligations and exercising its rights under this Agreement
4. d. Refrain from copying, transmitting, retaining or removing any Confidential Information of the other party, or attempting to do the same

8. Termination

8.1 Termination on Notice

1. a. Any party may terminate this Agreement by providing the appropriate duration notice as stated on each type of service in Clause 3 of this Agreement.
2. b. The Client may be liable to pay the Cancellation Fee in case the Client wishes to terminate the contract within the Minimum Term.

8.2 Termination by Default

Without limiting any other rights or remedies VIS may have against the Client arising out of or in connection with this Agreement, VIS may terminate this Agreement with immediate effect if the Client:

1. a. commits a serious breach of this Agreement including, but not limited to, engaging in demeaning or offensive activities that are directed towards VIS
2. b. has not paid the dues owing to VIS for more than 90-day period
3. c. breaches a provision of this Agreement and fails to remedy the breach withing 30 days of receiving notice to do so
4. d. has become insolvent or enters into liquidation or receivership or makes a composition or arrangement with its creditors generally or takes advantage of any statutory relief for insolvent debtors

8.3 Effects of Termination

1. a. The termination of this Agreement will not affect the Client’s liability to pay Fees for Services already performed.
2. b. A contract created under this service Agreement remains unaffected except to the extent with a written notice that mentions otherwise.
3. c. The work done will be handed over only after all the payments owing to VIS are settled in full.

9. Privacy

1. 9.1 The Client agrees to comply with the latest Privacy Act in its dealing with VIS.
2. 9.2 The Client indemnifies and keeps indemnified VIS from and against all costs, losses, damages, claims and expenses arising from the Client’s breach of this Agreement.
3. 9.3 By entering into the Agreement, the Client confirms that they have read VIS Privacy Policy which can be found at www.visnetwork.com.au/privacy-policy.
4. 9.4 The Client agrees that VIS may process your data as described in our Privacy Policy and for no other purposes. VIS may access your data for the following reasons:
   1. a. To provide the requested Service
   2. b. To safeguard VIS by viewing the logs and metadata to ensure the security of your data and the Services
   3. c. To the extent required by the applicable law
5. 9.5 By accepting this Agreement, the Client agrees to sign a Non-Disclosure Agreement (NDA), if required, for the purpose of maintaining confidentiality in relation to the Service received.

10. Partner Referral Agreements

1. 10.1 When the Client has been referred to VIS by a third-party referrer, the Client acknowledges and agrees that some information may be shared with these partners including email, name, Services provided and other necessary information for the reporting purpose.
2. 10.2 The referral discount of $500 on Service can be enjoyed by both the parties – the Client and the referring party for only 1 month of the Service. After that, the normal fees will be charged.

11. Use of VIS’s Trademarks and Copyrights

1. 11.1 Use of VIS’s Trademarks and Copyrights are strictly prohibited unless a written consent is obtained from VIS.
2. 11.2 Where written consent is provided by VIS, the Client must include a statement attributing ownership of the Trademark(s) and Copyright(s) to VIS.
3. 11.3 The Client must refrain from the use of Trademarks in following scenarios:
   1. a. In or as the whole or part of its own trademarks and copyrights
   2. b. In connection with activities, products, or services which are not provided by VIS
   3. c. In a manner which may be confusing, misleading or deceptive
   4. d. In a manner that mocks VIS or its information, products or services
4. 11.4 Failure to comply with the obligations contained in this clause may result in infringement action being taken against the Client without further notice.

12. Data and Service Collateral Ownership

1. 12.1 Each Party grants to the other Party a non-exclusive and royalty-free licence to use such of its Background IPR that may be provided by that Party to the other Party to the extent necessary for the purposes of performing its obligations under the Agreement only.
2. 12.2 All IPR in the Service Collateral are owned by VIS upon creation. Subject to the payment of Fee, VIS hereby grants the Client a royalty-free, non-exclusive, non-transferable license to use, modify and adapt the Services Material for the purpose of this Agreement and for its internal business purpose.
3. 12.3 The Client understands that these materials are not to be copied, reproduced, exported or dealings made in any way except as explicitly mentioned by this Agreement.
4. 12.4 The Client agrees not to decompile, reverse engineer, disassemble or otherwise reduce any part of the Services and/or Service Collateral to human-readable form nor permit any third party to do so.
5. 12.5 The Client indemnifies, saves and holds VIS harmless from any loss, liability, claim, damage or expense VIS suffers or incurs as a result of the Clients failure to comply with its obligations under this clause.
6. 12.6v The Client hereby expressly waives any claim against VIS arising out of the loss of data through corruption, piracy, and breach of security or for any other reason.

13. Dispute Resolution

1. 13.1 All the parties must work in good faith to resolve any dispute between them arising from this agreement.
2. 13.2 Any dispute will initially be referred to the nominated representatives of each party for the resolution. If such dispute is not resolved within 7 days, the dispute will be referred to a meeting of the Director/CEO or authorised delegate or equivalent of each party.
3. 13.3 If the dispute remains unsolved after a period of 60 days, the parties will agree to seek an appropriate mediator.