VSBL Pty Ltd (ACN 163 187 559), trading as ‘Tash Diaries’ including our subsidiaries, trading entities or assigned entities (hereafter referred to as Tash Diaries) agree to provide you (the Client) with the Online Services set out in the attached Commercial Terms in accordance with the below Terms and Conditions.

1. Contract for Service

1. The Client has requested the provision of the Services by Tash Diaries. Tash Diaries has agreed to provide the Services subject to the Client agreeing to these Terms and Conditions. Upon the Client signing the attached Commercial Terms and paying the Deposit (if any), the parties will have entered into a binding contract whereby the Client will pay for and Tash Diaries will provide the Services on the terms and conditions set out herein (the Contract).
2. The client covenants and warrants that they have undertaken their own independent assessment of their business needs and that their request for the Services reflects that assessment.
3. The client must provide all instructions in writing or confirm any verbal instructions in writing by email.
4. Tash Diaries will not be liable for any errors or omissions resulting from verbal instructions or from a failure by the client to sign off on any work.
5. The Client must ensure that information supplied to Tash Diaries is not illegal or prohibited by any law, policy or regulation. Should such prohibited material be provided to Tash Diaries, the Client indemnifies Tash Diaries arising from any loss or claims.
6. Tash Diaries reserves the right to re-quote on the Services or vary the scope of the Services after Tash Diaries has fully reviewed the Client’s website or the client’s requirements.
7. The Client agrees and acknowledges that Tash Diaries cannot guarantee results and the nature of the Services necessarily means that despite Tash Diaries' best efforts, the Client’s expectations of the Services may not be met and that this may be a result of circumstances or events outside the control of Tash Diaries.
8. While every effort will be made by Tash Diaries to meet agreed timelines, Tash Diaries will not be responsible for delays caused by unforeseeable events, changes to the client’s instructions or circumstances beyond Tash Diaries' control.

2. Payment

1. The Client will be invoiced monthly in advance for the Services Tash Diaries anticipates providing during the month ahead.  Payments are strictly non-refundable. Unless otherwise specified, ongoing contracts require a minimum 30-days notice in writing. A final pro-rata invoice will be provided accordingly.
2. Before Tash Diaries commences the initial provision of the Services, the Client must pay the first invoice by the date specified in the invoice.
3. Tash Diaries reserves the right to charge a deposit representing a proportion of the Price as specified in the Commercial Terms.
4. Tash Diaries reserves the right to cease providing the Services if any invoices remain unpaid.
5. If a Service included an invoice is not provide during that month, Tash Diaries will make an adjustment in the following month’s invoice.
6. The Client agrees and acknowledges that Tash Diaries may charge for the time spent by Tash Diaries (including its employees and contractors) on a time spent basis, for matters such as but not limited to reporting, telephone calls, meetings, travel time and meetings provided that all such matters are provided as part of the Services.
7. Tash Diaries reserves the right to:
   1. apply any payments made by the Client towards any outstanding invoices as Tash Diaries sees fit.
   2. charge interest in any late payments at the rate of 1% per month, charged daily.
   3. charge a processing fee for any late payments.
   4. instruct debt collectors or solicitors to recover any unpaid amounts and the Client agrees to pay the full costs on an indemnity basis incurred by Tash Diaries.
8. Any additional services requested by the Client not falling within the Services, or which arise from matters included in clause 2.6 will be charged at the rate of $160 per hour plus GST.
9. Unless agreed upon by the Client and Tash Diaries, the payment method set out in the Commercial Terms will be used to process payments for future invoices.
10. If at any time the Client terminates this Agreement, the Client remains liable to pay any invoices issued by Tash Diaries at that time, regardless of whether the full Services have been provided as the Client understands, agrees and acknowledges that Tash Diaries may have sacrificed other opportunities and expended additional resources in anticipation of providing the Services to the Client.

3. Intellectual Property

1. The Client covenants and warrants that any elements of text, graphics, photos, designs, trademarks, artwork or any Intellectual Property provided to Tash Diaries for inclusion on the Client’s website are owned by the Client, or that the Client has received written permission from the rightful owner(s) to use each of the elements, and the Client releases and indemnifies Tash Diaries and its subcontractors from any claim or loss arising from the use of such elements.
2. The Client agrees and acknowledges that Tash Diaries will own and maintain the Intellectual Property rights in any materials produced by Tash Diaries in the course of or ancillary to providing the Services. Tash Diaries may licence such rights to the Client upon the completion of the Services.
3. No Intellectual Property rights in such materials will be licensed to the Client until Tash Diaries has been paid in full for all fees and expenses invoiced to the Client.
4. The Client consents to Tash Diaries to display the Client’s logo(s), banners and websites for the purpose of advertising or promoting Tash Diaries' services.

4. Indemnities and Limitations

1. The Client releases and indemnifies Tash Diaries and agrees Tash Diaries will not be liable for any consequential loss, loss of profit or incidental damages of any kind, including but not limited to damages to goodwill, reputation or loss of trade associated with the provision of the Services.
2. The Client agrees to indemnify and keep Tash Diaries indemnified from and against all loss, damage, cost and expense which Tash Diaries sustains or incurs on account of any neglect or non-performance by the Client of the Client’s obligations under this Agreement.  This indemnity will extend to any loss of reputation or goodwill that Tash Diaries may suffer by the Client’s negligent action of any nature.
3. Tash Diaries accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other Clients, failure of any externally managed equipment or communications devices or other services beyond Tash Diaries' direct control, unless due to the wilful breach or gross negligence of Tash Diaries.
4. Tash Diaries' total liability for any breach of this Agreement or in tort is limited to the amount paid by the Client for the Services.

5. Termination

1. Subject to clauses 6.2 to 6.4, this Agreement will continue until Tash Diaries confirms the Services have been provided or until the parties otherwise agree to terminate this Agreement.
2. Tash Diaries may terminate this Agreement if the Client fails to pay any amounts outstanding, regardless of whether any notice of default has been sent to the Client, within 14 days of such amounts being due.
3. Tash Diaries may terminate this Agreement upon 14 days’ notice if the Client breaches any term of this Agreement and such breach is unremedied within the time specified in the notice.
4. Tash Diaries may terminate this Agreement with immediate effect if Tash Diaries becomes aware of any illegal or offensive activities engaged in by the Client, including without limitation:
   1. spamming (sending unsolicited promotional electronic mail);
   2. downloading or storing of content that could be deemed prosecutable by the Australian Broadcasting Authority (ABA) under Australian Law, e.g. illegal software, software cracks and pornography;
   3. Obscene material, fraudulent or deceptive statements, threatening, intimidating or harassing statements or material which violates the privacy rights or property rights of others, or is likely to be defamatory of another person; or
   4. Any other act or omission by the Client or a contracted third-party of the Client that may cause financial loss or damage to the ‘Tash Diaries’ brand or reputation.

6. Confidentiality

1. Tash Diaries agrees to keep confidential any information or materials disclosed by the Client and designated as ‘confidential’ or ‘commercial in confidence’ except to the extent such information is in the public domain or unless Tash Diaries is legally obliged to disclose such information.

6. Miscellaneous

1. If any part of the Agreement is or becomes void or unenforceable, that part is or will be severed from this Agreement.
2. Such severance will be to the extent that all parts that are not or do not become void or unenforceable remain on foot and in full force and effect.
3. This Agreement may only be varied by deed executed by the Supplier and the Client.
4. The Client agrees that any disputes will be resolved under the West Australian jurisdictions and that the Agreement was executed and operates in Western Australia (WA).

6. Definitions

1. Agreement means this agreement, including the Commercial Terms attached, for the provision of the Services as agreed by the parties;
2. Commercial Terms means the agreed terms (titled “Commercial Terms”) forming part of this Agreement;
3. Online Services include training, capacity building and search engine optimisation, search engine marketing, analytics and usability;
4. Services means the Online Services outlined in the Commercial Terms.