WHEREAS the Parties have agreed that the Maxlence shall provide the Client with the list of services as annexed under Schedule II to this agreement and all dealing with online marketing and website development and related services on the terms and conditions set out in this agreement
AND WHEREAS The scope of services and costs are as stated in Schedule-I to this agreement now this Agreement witnesseth as follows:
In this agreement the following words have the following meaning, unless expressly agreed otherwise:
- Agreement means this agreement along with annexure A of this Website Development Agreement.
- Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010(Cth).
- Business day means Monday to Friday excluding public holidays.
- Confidential Information means any information or document about or in any way relating to the terms of this Agreement in any media or form that is acquired by or made available to the Client in the course of the relationship between the Parties, including but not limited to any information or documents about the Website and development process, the Maxlences business, organisational structure, activities, operating procedures, products and services, trade secrets and know-how, finances, plans, transactions and policies.
- Force Majeure Event means war, strike, lockout, natural disaster, flood, earthquake, act of God or other circumstances beyond the reasonable control of the Maxlence.
- Insolvency Event means: (a) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; (b) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or (c) the party is unable to pay its debts as and when they fall due.
- Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights and Intellectual Property means any property that has these rights, including the Client Materials.
- Maxlence Code means all software, Source Code, Object Code, graphics, text, libraries and other components of the Website.
- Object Code means software code expressed in machine-readable form.
- Payment Terms means as set out in the Annexure-I
- Personal Property Securities Register means the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth).
- Search Engines means Google.com or as otherwise agreed between the parties.
- Source Code means software code expressed in human-readable form, which when compiled, assembled, interpreted or translated becomes Object Code.
Website means the website to be developed under this Agreement as set out in this agreement