1. Definitions
“Edufor” refers to Edufor Pty Ltd, ACN 679 645 044, and its successors and assigns.
“Client” refers to the individual or entity named on any quote, invoice, purchase order, or other document related to this agreement, or any person authorized to act on behalf of the Client.
“Services” encompasses all products and services supplied by Edufor to the Client, or ordered but not yet supplied, including those outlined in any quote, invoice, purchase order, or related document, along with any recommendations and advice.
2. Acceptance
Acceptance of a quote signifies acceptance of Edufor’s Terms and Conditions. Acceptance is confirmed either by written or verbal agreement to the quote, or by instructing Edufor to proceed. The Client guarantees that those accepting the quote or providing instructions are authorized to do so. For clients not on a support plan, Edufor will charge at the agreed hourly rate on any quote or AUD 150 per hour (excluding GST) for Services.
3. Payment
Deposit: A deposit for the quoted amount, as specified in the quote, is due upon acceptance.
Invoicing and Payment: Edufor will issue invoices progressively, with payment terms of 14 days from the invoice date. Please ensure that full payment is made before the project goes live to avoid any delays.
Timely Payment: All invoices should be paid by the due date. If payment is not made on time, any outstanding amounts will become immediately due. Edufor may apply interest on overdue amounts at a rate of 2% per month, calculated daily.
Ownership and Repossession: The ownership of Services and products supplied by Edufor to the Client, or ordered but not yet supplied, including those outlined in any quote, invoice, purchase order, or related document, remains with Edufor until all payments are completed in full. If payment is not received as agreed, Edufor reserves the right to reclaim possession. The Client will be responsible for any costs associated with repossession.
Payment Disputes: If the Client believes there is an error in an invoice, please notify Edufor in writing within 7 days of receiving the invoice. We will work together to resolve any discrepancies promptly.
Late Fees: If payments are consistently late, Edufor may require the Client to prepay for future work.
Termination: If the Client terminates the agreement, they are liable for all costs incurred by Edufor up to the date of termination notice. Edufor may deduct these costs from any deposit held. The Client is responsible for costs exceeding the deposit.
4. Data Security and Information Security
Data Security: Each party is responsible for safeguarding their own data and information security:
Edufor’s Responsibility: Edufor will implement reasonable security measures to protect data and Services provided under this agreement. However, Edufor is not responsible for unauthorized access to data or Services resulting from security vulnerabilities beyond Edufor's control.
Client's Responsibility: The Client is responsible for ensuring that their own data and information security measures are adequate. This includes managing access controls for their employees and authorized individuals, and addressing any security weaknesses that may arise on their end.
Both parties agree to promptly address any identified security issues and work collaboratively to resolve them to ensure the ongoing security of data and Services.
5. Intellectual Property
Client's Responsibility: The Client must ensure that all trademarked or copyrighted materials supplied by the Client and do not infringe on any third-party intellectual property rights. The Client is responsible for obtaining all necessary licenses and permissions for such materials.
The Client acknowledges that Edufor's use of third-party intellectual property does not grant the Client any ownership rights or licenses beyond what is necessary for utilizing the delivered Services. The Client is responsible for ensuring adherence to any third-party terms and assumes all liability for any related issues, costs, or claims.
Edufor’s Ownership: Any strategy, design, code, or specifications created by Edufor remain the sole property of Edufor. Reproduction, adaptation, or use of these materials outside the scope of this agreement requires written consent from Edufor. Edufor retains the right to use general knowledge, skills, and experience gained during the project for other purposes, provided that it does not disclose the Client's confidential information or proprietary materials.
Use of Intellectual Property: The Client is granted a non-exclusive, non-transferable license to use the intellectual property provided by Edufor solely for the purpose outlined in this agreement. This license does not extend to any commercial use beyond the scope of the project.
Ownership of Deliverables: Upon full payment, the Client will own the final deliverables (e.g., website, designs) created by Edufor, but Edufor retains ownership of the underlying intellectual property and methodologies used to create these deliverables.
Use of Third-Party Intellectual Property: If the Services provided by Edufor require the use of third-party intellectual property, such as software licenses or third-party subscriptions, the Client is resposible for complying with all applicable third-party intellectual property, such as as license terms and conditions. The Client acknowledges that Edufor's use of third-party intellectual property does not grant the Client any ownership rights or licenses beyond what is necessary for utilizing the delivered Services.
6. Risk and Indemnity
Indemnity: The Client agrees to indemnify and hold Edufor harmless from any losses, claims, damages, or expenses arising from any breach of this agreement by the Client, the use of unauthorized materials or infringement of third-party intellectual property rights, any delay or failure in the delivery of Services.
Risk Transfer: Risk associated with the Services passes to the Client upon delivery.
Liability Limitation: Edufor’s liability for any loss or damage arising from the provision of Services is limited to the total fees paid for this engagement.
Exclusions: The Client agrees not to make claims against Edufor or its representatives for any losses related to the Services, except as provided by applicable law.
7. Force Majeure
Neither party shall be liable for any breach of this agreement or failure to perform any obligation under this agreement due to events beyond their reasonable control. This includes, but is not limited to, natural disasters, terrorism, acts of God, malicious activity by third parties, or significant third-party events such as widespread service outages that impact the ability to perform.
In the event of such a force majeure occurrence, the affected party will notify the other party as soon as practicable and make reasonable efforts to mitigate the impact of the event. The parties will work together in good faith to address and resolve the consequences of the force majeure event.
8. Variations
Any alterations to the Services ordered require Edufor’s written consent and may incur additional charges. Delays or other changes in material circumstances caused by the Client may lead to changes in pricing and completion dates.
9. Notices
The Client must notify Edufor of any changes in their details (name, address, telephone, email, or ownership structure) within ten (10) business days.
10. Jurisdiction
This agreement is governed by the laws of Victoria, Australia. The Client submits to the jurisdiction of the Victorian courts.
11. General
If any term or condition is found to be invalid or unenforceable, the remaining provisions will continue to apply.