Crox Agency PTY LTD
SERVICE ORDER FORM
The agreement between Yolk Agency Pty Ltd as trustee for Yolk Agency Trust trading as Crox Agency ABN 78356628287 (Company) and the person or entity identified below (customer, you or your) consists of this service order form and the service agreement attached hereto.
A service order form will be provided to you as the client depending on the product and services rendered by you as the client.
SERVICE AGREEMENT
1. DEFINITIONS
a) “Agreement” means this Service Agreement and the Service Order Form together with the Crox Privacy Policy set out at crox.agency/privacy .
b) “Commencement Date Commencement Date Commencement Date Commencement Date” means the date specified in Item 7.
c) “Company” means the entity specified in Item 1.
d) “Customer”, “You” or “Your” means the entity or person(s) specified in Item 2.
e) “Domain Name” means the uniform resource locator (URL) specified in Item 3.
f) “Item” means an item appearing in the Service Order Form (overleaf).
g) “Monthly Instalment” means the amount specified in Item 6.
h) “Personal Information” has the same meaning as defined in the Privacy Act 1988(Cth).
i) “Package” means the services directly project scope as specified in Item 4
j) “Set Up fee” means the amount specified in Item 5.
k) “Term” means the period specified in Item 6.
l) “Unpaid Service” means the amount consisting of each monthly instalment multiplied by the number of months remaining in the Term, less 10% thereof.
2. SERVICES
a) During the Term, the company agrees to provide you with the services, subject to receipt of all amounts payable by you under this agreement.
b) If applicable, you must ensure that the direct debit authority is maintained at all times during the term, and not withdraw this authority at any time.
c) You must provide the company with all necessary website and other related codes codes for your website and bot logins etc as applicable (and any other information requested by the company) (“Login Requirements”) within 10 days of you signing this agreement or the commencement Date (whichever is the earlier).
d) In order for the company to perform its obligations under this agreement, you will:
- provide it with accurate and complete information and data (which may include Personal Information) (“Your Data”). The company may be required to share your data with third party service providers who perform functions or services on the company’s behalf (e.g. Google, Amazon, other);
- cooperate at all times with the company, including by providing prompt and clear instructions in relation to the design of your custom-built website; and
- do all things necessary to ensure that the company is able to provide the services to you (including maintaining adequate hosting of your website).
e) Subject to your compliance with your obligations, the company will use reasonable endeavours to provide the services of the package to you within the timeframe agreed between the parties in writing.
f) You authorise the company to do the following:
- use your business names, trade marks and logos for promotional purposes, including on the company’s website; and/or
- publish the company’s trading name at the footer of your website (and you will ensure that it remains there unless otherwise expressly agreed by the parties).
3. PAYMENT
a) In consideration of the company providing the services, you must pay the company:
- the term and monthly fee in accordance with Item 6; and
- the set-up fee in accordance with Item 5
b) If You do not pay any of the fees owing within 7 days of their due date(s), then the Company may, without limiting its other rights under this Agreement or at law, charge you interest on such outstanding fees at a rate of 10% per annum.
4. REPORTING
Subject to receipt of a written request by you, the Company will, as soon as reasonably practicable thereafter:
- arrange a quarterly meeting between a representative of the company and the Customer to discuss updates on the technical work performed by the company and any reports issued by the company; and/or
- send you a report if applicable as per agreed schedule.
5. TERMINATION & RENEWAL
a) The customer may not terminate this Agreement within the period as stated in item 6, without the written consent of the other party.
After the first term has completed, the client may only terminate this Agreement in accordance with clause 5b).
b) This agreement will commence on the commencement Date and last for an initial term as per item 6. After the original term is up the package will automatically renew for successive periods of 1 month each, unless a party terminates this agreement by providing written notice to the other party no less than 14 days prior to the end of the then current term, and in those circumstances this Agreement will terminate at the end of the then current term.
6. DEFAULT
a) A failure to comply with your obligations (including to pay any amount payable) constitutes a default by you of this Agreement.
b) Should you remain in default for longer than 14 days, the company reserves the right, without prejudice to any of its other rights or remedies and without further notice to you to:
- immediately terminate this agreement
- immediately discontinue providing the services and suspend its hosting of your website and/or other services (where applicable);
- immediately suspend your new website (if one has been provided) and reinstate your previous website (the latter of which will incur a service fee of $500 plus GST per hour); and/or
- take enforcement steps, including debt collection fees, to recover the full outstanding amount or any other debts owed by you to the company.
c) If you terminate, or purport to terminate, this agreement, other than pursuant to clause 5b), or are otherwise in default of this Agreement, then the Unpaid Service Fees will become immediately payable by you to the company, as liquidated damages, without the need for any demand. You acknowledge that this is a reasonable and genuine pre-estimate of the Company’s loss in those circumstances. This clause 6c) shall be without prejudice to the Company’s other rights, whether under this Agreement, or at law.
7. WARRANTIES
a) Each party warrants that it is authorised to enter into this agreement.
b) You indemnify the company, its related bodies corporate, officers, directors, employees, contractors and agents (the “Indemnified”) against any and all actions, demands, proceedings, expenses, losses, damages, liabilities and costs that may be brought against the Indemnified (whether by you or anyone else) or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of the services, tour website or this Agreement.
c) While the company shall use commercially reasonable endeavours to ensure the integrity and security of the relevant server, the Company does not guarantee that the server will be virus-free, uninterrupted and free from unauthorised use or hackers.
e) To the maximum extent permitted by law, the Company makes no warranties or representations that the Services will be error-free nor free from interruption or failure, and the company expressly disclaims all express or implied warranties, including, without limitation, those regarding system and/or service availability, accessibility, reliability and performance.
f) The company does not provide any other guarantees or warranties beyond those in the Competition and Consumer Act 2010 (Cth) (“CACA”).
8. LIABILITY & REFUNDS
a) The company acknowledges that Consumer Guarantees within the meaning of the CACA may apply to this agreement. However, the parties acknowledge that the company will not be obligated to provide any refund nor cancel the Agreement where You:
- have simply changed your mind;
- insisted on having the services provided in a particular way contrary to the Company’s advice, recommendations or instructions;
- have failed to provide timely, accurate and complete information and instructions in order for the company to provide the Services; and/or
- have failed to provide all necessary login requirements or failed to follow the company’s instructions or directions.
b) The company will not accept any liability to you or anyone else where:
- changes are made to your website by you or a third party, and where such changes adversely affect the company’s ability to provide the services;
- Your website is offline due to a reason not caused directly by the company; and/or
- the services are misused, removed, interfered with or overwritten by you or any third party.
c) The company’s aggregate liability to you arising directly or indirectly under or in any way connected with the services or this agreement (and whether arising under any statute, tort, or on any other basis in law or equity) is limited to 10% of the total fees paid by you in the 3 months immediately preceding such claim.
9. GENERAL
a) This agreement constitutes the entire agreement made between the parties and supersedes any/all previous representations by either party with regard to the subject matter herein.
b) All parties to this agreement have read and understood the terms contained within this agreement and have had the opportunity to seek independent legal advice (or have waived their right to do so).
c) Should any part of this agreement be rendered unenforceable by law, the parties agree that the relevant part(s) may be severed without affecting the other terms and conditions herein.
d) This agreement cannot be assigned by you without the written consent of the company. If an assignment is approved by the company the terms, contract length and order form will be assigned and be enforceable. If the assignment is not approved then the contract will require a payout of the contract within 30 days.
3) This agreement is governed by the laws of the State of Victoria, and the parties irrevocably submit to the exclusive jurisdiction of the courts of this State.
10. CLARIFICATIONS ON YOUR COMMITMENT
a) Minimum term commitment. Every Crox contract will have a clear set up fee, once off fee and potential minimum term commitment as set in the order form. Under no circumstances can the contract be waived.
b) Cancellation. You may cancel your Crox contract at any time after your minimum term by giving us 30-day’s notice. If you would like to cancel your account while still in your minimum term commitment, a pay-out figure for the contract must be paid which is calculated by multiplying the remaining contract amount and timeframe as per the order form in item 6. If you would like a pay-out figure invoice sent to you, simply contact us.