1. Provision of Services

1.1 Bode Contagion will provide you – the Client – with the services set out in this proposal. Only those services mentioned will be provided by Bode Contagion and any amendments, add-ons or schedule changes must be agreed to in writing and will incur additional cost.

1.2 Bode Contagion represents that they are duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Bode Contagion shall use their best efforts to perform the Services such that the results reflect what is set out in this proposal (and in external documentation) and are satisfactory to the Client.

1.3 Bode Contagion’s relationship with the Client will be that of an independent service provider and not that of an employee.

1.4 Bode Contagion shall be solely responsible for determining the method, details and means of performing the Services. Bode Contagion may, at their own expense, employ or engage the services of such employees, subcontractors, partners or agents, as Bode Contagion deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Client, and Bode Contagion shall be wholly responsible for the professional performance of the Services by the Assistants such that the results reflect what is set out in this proposal (and in any external documentation) and are satisfactory to the Client.

1.5 Bode Contagion shall expressly advise the Assistants of the terms of this agreement, and shall require each Assistant to be bound by the confidentiality terms of this agreement as disclosees (clause 8).

1.6 Bode Contagion acknowledges and agrees that Bode Contagion and their Assistants have no authority to enter into contracts that bind the Client or create obligations on the part of the Client without the prior written authorisation of the Client.

2. Payments

2.1 You must pay all charges as set out in the payment terms of this proposal and any subsequent agreements. The total cost of this Proposal is indicated in the Project Acceptance section at the end of this agreement, plus any additional costs that arise out of any change requests, and costs incurred as defined in clause 2.2. You will remain liable for all fees during any period when Services have been discontinued or suspended due to a failure on your part to comply with these contract terms.

2.2 Late invoice payments – 1 week or more without a sufficient explanation from the Client – will incur a nominal interest charge of 10% per annum plus a late fee of AUD$50 (plus GST), which is applicable at Bode Contagion’s discretion.

2.3 Any third party products or services obtained and paid for by Bode Contagion on behalf of the Client require full payment by the Client. Bode Contagion shall notify the Client before any purchases be made, and shall submit reasonable evidence that the purchase is both justified in requirement and in cost. Once a decision has been made to purchase the third party product or service, the Client will decide to make the purchase on their own behalf, or Bode Contagion can make the purchase on the Client’s behalf.

3. Limitation of Liability

3.1 All terms conditions, warranties, undertakings inducements and representations, whether express or implied, statutory or otherwise relating to the provision of services by Bode Contagion not contained in the Agreement are excluded and Bode Contagion WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE TO THE CLIENT (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BY NEGLIGENCE OR OTHERWISE) WHICH THE CLIENT MAY HAVE SUFFERED OR INCURRED OR WHICH MAY ARISE DIRECTLY OR INDIRECTLY with respect to the services provided by Bode Contagion.

3.2 The Client acknowledges that solutions cannot be guaranteed to be 100% error free in construction and acknowledge that the existence of errors falling short of a complete failure of the solution shall not constitute a reason to terminate this agreement.

4. Suspension or termination of Services

4.1 Bode Contagion reserves the right to suspend or discontinue services in any case where the Client fails to perform their obligations under this agreement. If payment for services is not received within the terms of payment stipulated by this Proposal, the solution(s) may be taken down until payment is confirmed.

4.2 Bode Contagion may from time to time and without notice or liability to you suspend any of the services if the reason for doing so is an event beyond the reasonable control of Bode Contagion, and that such an event has a direct or indirect impact on Bode Contagion’s ability to deliver their services. The Client will be notified as quickly as reasonably possible should such an event occur.

4.3 Either party may terminate this agreement at any time upon 30 calendar days’ written notice. In the event of such termination, Bode Contagion shall be paid for any portion of the Services that have been performed prior to the termination.

4.4 Should either party default in the performance of this agreement or materially breach any of its obligations under this agreement, the non-breaching party may terminate this agreement immediately if the breaching party fails to cure the breach within 10 business days after having received written notice by the non-breaching party of the breach or default.

5. Contents of Solution

Bode Contagion makes no representations to you concerning the content of your solution. You will be solely responsible for the content, images and videos of your solution. Bode Contagion is not responsible for proofreading any content unless specifically agreed. If any of the images and content are not lawfully owned or licensed by the Client, explicit permission to use them must be obtained.

6. Technical Support, Changes and Maintenance

6.1 Extensive queries to deal with solution issues or site maintenance will be charged at hourly rates as outlined in the Support section of this Proposal.

6.2 Bode Contagion reserves the right to change the support hourly rates as initially outlined in the Support section of this Proposal, provided that Bode Contagion gives the Client 2 months of written notice. The support hourly rates may not be changed more than once in a 12 month period unless agreed upon in writing between the Client and Bode Contagion.

7. Ownership

7.1 With the exclusion of any source code, software, product or work copyrighted to Bode Contagion (or any other copyright holder, whether or not affiliated with Bode Contagion) that were developed independently from this Proposal, ownership of the solution (documentation, source code, artwork, media – collectively, the “Work Product”) resulting from the service will become the property of the Client, after handover by Bode Contagion.

7.2 The Client does not reserve the right to use the website development work done by Bode Contagion without formally signing off on the completion of this Proposal between the client and Bode Contagion, or without prior written consent from Bode Contagion. Here after, the Client shall be considered the author of the “Work Product” as defined in clause 7.1 for purposes of copyright and shall own all the rights in and to the copyright of the “Work Product” and, as between the Client and Bode Contagion, only the Client shall have the right to obtain a copyright registration on the same which the Client may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, the Client is the author and owner of the “Work Product” and shall have the sole and exclusive rights to do and authorise any and all of the acts set forth in copyright laws with respect to the “Work Product”, and to secure any and all renewals and extensions of such copyrights. To the extent Bode Contagion does not own such “Work Product” as a work made for hire, Bode Contagion hereby assigns, transfers, releases and conveys to the Client all rights, title and interest to such “Work Product”, including but not limited to all patent rights, copyrights, and trade secret rights.

7.3 Bode Contagion shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, and create derivative works of the solution and further, Bode Contagion shall be free to use any ideas, concepts, know-how or techniques acquired in construction of the website(s), provided Bode Contagion is not in breach of confidentiality as defined in clause 8.

7.4 Bode Contagion observes Privacy Laws and Guidelines relating to personal data.

7.5 Notwithstanding clause 7.2, Bode Contagion has the right to insert an attribution link in an inconspicuous section of the solution, indicating his involvement in the development of the solution. If the Client or Bode Contagion wishes to remove, move, hide, replicate or alter this attribution, they will need to seek written permission from the other party.

8. Confidentiality

8.1 For purposes of this Agreement, the term “Confidential Information” means all information that is not generally known by the public and that: (i) is obtained by Bode Contagion or Assistants (collectively, the “Disclosees”) from the Client; and (ii) relates directly to the business or assets of the Client; or (iii) any work product produced by Bode Contagion (or Assistants) that directly relates to any specific information disclosed by the Client to Disclosees that would fall under points (i) and (ii). The term “Confidential Information” shall include, but shall not be limited to: inventions, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information of the Client that the Client informs Disclosees, or that Disclosees should know by virtue of its position, is to be kept confidential.

8.2 During the term of this Agreement, and at all times thereafter, Disclosees agree that they will not disclose to others, use for their own benefit or for the benefit of anyone other than the Client, or otherwise appropriate or copy, any Confidential Information, whether or not developed by Bode Contagion (or Assistants), except: (i) as required in the performance of its obligations to the Client; or (ii) the confidential information becomes public knowledge through no fault of Disclosees; or (iii) the confidential information has been deemed by the Client as not being commercially, personally or reputationally sensitive, or have significant commercial value; or (iv) has been granted written permission by Client to disclose the confidential information; or (v) if required by law to disclose the confidential information.

9. General

9.1 Bode Contagion reserves the right to showcase the solution in any of Bode Contagion’s folios acknowledging their role in developing the solution.

9.2 Written agreements between Bode Contagion and the Client may take the form of letters, formal documents, faxes or emails. These agreements may include but aren’t limited to retainer agreements, settlements, handovers/sign offs, or any proposed and accepted amendments, extensions, modifications, troubleshooting, or cancellation of work.

9.3 Significant delays in communication from the Client may cause any deadlines outlined in the Proposal to be extended without notice to the Client.

9.4 This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

9.5 No modification of or amendment to this agreement, nor any waiver of any rights under this agreement, shall be effective unless in writing signed by the parties to this agreement. No delay or failure to require performance of any provision of this agreement shall constitute a waiver of that provision as to that or any other instance.

9.6 If one or more provisions of this agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this agreement, (ii) the balance of the agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the agreement shall be enforceable in accordance with its terms.

9.7 This agreement is the result of negotiations between each of the parties and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favour of or against any one of the parties hereto.

9.8 This agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.