Last Update: 13 November 2024
Introduction
This document confirms the Terms of Service that apply to all transactions undertaken between Zoologic Pty Ltd, Suite 1, Ground Floor, Enterprise 1, Innovation Campus, Squires Way, North Wollongong, NSW 2500 Australia, ABN 196 235 228 50 (hereinafter referred to as “ZOODESIGN” and “Our”) and any party acquiring or receiving services from ZOODESIGN (hereinafter referred to as “Customer”). ZOODESIGN and the Customer will be jointly known as “Parties” and in the singular form a “Party.”
The Customer acknowledges and agrees that the Customer has read and understood and agrees to be bound by all the provisions contained in these Terms of Service.
Acceptance of Terms
By accessing and using Our services, including navigating Our website and Design Hub or engaging ZOODESIGN for any service, the Customer confirms acceptance of these terms and agrees to be bound by them. The Customer acknowledges that these terms of service are subject to change without notice and that it is the Customer's responsibility to review these terms periodically to stay informed of updates. If the Customer does not agree with any part of these terms, the use of ZOODESIGN services must be ceased immediately.
Service Description
ZOODESIGN offers various design services such as but not limited to those listed on Our website and within Our Design Hub. These services are intended to meet the specific needs of Our Customers based on the briefs provided. All Services are subject to the terms outlined here and any additional agreements entered into with ZOODESIGN.
User Accounts and Registration
If the ZOODESIGN service requires an account to be opened, the Customer must complete the registration process by providing current, complete, and accurate information as prompted. The Customer is responsible for all activities that occur under their account. The Customer must maintain the confidentiality of their login credentials and is responsible for all activities under their account. The Customer agrees to notify ZOODESIGN immediately of any unauthorised use of their account or any other breach of security.
Pricing and Payment
All payments are due upfront and prior to commencement of work. ZOODESIGN accepts payment via methods outlined on Our website and within Our Design Hub. Failure to complete payment as agreed may result in the suspension or termination of services.
Refund Policy
Our Refund Policy outlines the terms related to cancellations and refunds. By agreeing to these Terms of Service, the Customer also acknowledge and agree to adhere to Our Refund Policy, which is an integral part of these Terms of Service. The full Refund Policy can be reviewed at https://www.zoodesign.com.au/pages/refund-policy.
Scope of Work
ZOODESIGN shall perform for the Customer purchased services and deliver for the Customer those items listed on the Relevant website Product page.
The website product pages endeavour to minimise any service ambiguities pertaining to inclusions and exclusions, with additional service context provided within the website FAQ.
Where ambiguities remain with regards to instructions from the Customer or otherwise, ZOODESIGN will interpret those ambiguities applying a reasonable interpretation based on the information available to ZOODESIGN and the Customer agrees to accept ZOODESIGN’s reasonable interpretation.
ZOODESIGN is not required to accept any variation to the Scope of Work once it is accepted and all work requested by the Customer in addition to the Scope of Work may be undertaken at ZOODESIGN’s sole discretion.
All tasks undertaken by ZOODESIGN at the request of the Customer that are not in the Scope of Work shall be quoted prior to commencement ("Variation Quote"), and full payment for those tasks is due prior to commencement of work.
Variation Quotes are governed by these Terms of Service and if accepted the work undertaken pursuant to a Variation Quote is also governed by these Terms of Service.
All timeframes, dates and milestones for delivery by ZOODESIGN incorporated in the Scope of Work or any other documentation between the Parties including documents that form contractual obligations are an estimate only and any delay in ZOODESIGN achieving the timeframes, dates and milestones will not be considered a breach of a contract term between the Parties nor a breach of a fundamental contract term between the Parties.
Excluded from Scope
Unless agreed otherwise by the Parties and expressly stated by ZOODESIGN in writing, all Exclusions listed within the website are excluded from the Scope of Work.
Job Process and Delivery
Upon acceptance of a Customer’s job brief and receipt of payment, ZOODESIGN will begin the design process. Customers are expected to provide timely and constructive feedback as required to move the job forward.
Unlimited Revisions
At ZOODESIGN, Customer satisfaction is our top priority and we will always do our best to meet or exceed expectations, which is why we offer unlimited revisions, however in instances where there is a disagreement regarding the necessity of a revision request, the following Terms will take effect, which are designed to ensure that both Parties have a clear understanding of the process:
Feedback and Communication
Unlimited revisions are provided under the conditions stated in the job brief and Inclusions and Exclusions stated within the website, provided feedback is objective and pertains to the original specifications.
Communication and submission of all feedback must occur through the Design Hub. Failure to provide feedback within the designated time frame (5 working days) will be taken as acceptance of the current job state, and the job will be considered closed and final.
Cancellation, Suspension, and Termination
Cancellation by the customer post-commencement of a job is not permitted. ZOODESIGN reserves the right to suspend or terminate a job if the customer fails to comply with the terms, including failure to provide necessary feedback or payment.
Intellectual Property
Stock Content Licensing Terms
Our designs may include stock content (such as images, graphics, or media) that we have licensed from third-party providers. These licenses prohibit the transfer of the stock content in its original, raw or unedited form to any other party. By using our services, you agree to the following:
Customer Warranties
The Customer warrants that all information provided by the Customer and the employees and agents of the Customer to ZOODESIGN is accurate and without error and can relied upon by ZOODESIGN as being accurate and without error.
The Customer warrants that for the purposes of the Contracted work that the Customer is not a Consumer as defined under Australian Consumer Law and the provisions of the Australian Consumer Law do not apply to the contractual rights and obligations between the Parties.
The Customer is solely responsible for the content provided by the Customer to ZOODESIGN and warrants to ZOODESIGN that all content provided:
The Customer further warrants that the tasks requested of ZOODESIGN and documented in the Scope of Work and the instructions provided by the Customer to ZOODESIGN do not breach any laws or regulations.
ZOODESIGN reserves the right to suspend any work undertaken for the Customer that does or in the reasonable assessment of ZOODESIGN may violate ZOODESIGN’s policies and Terms and Conditions, Facebook’s policies and Terms and Conditions, Google’s policies and Terms and Conditions, or any laws or regulations.
ZOODESIGN reserves the right to inform the relevant authorities of any content provided by the Customer or any work requested or instructions provided that does or in the reasonable assessment of ZOODESIGN may constitute a criminal offence.
Confidentiality and Non-Disclosure
Both Parties agree to keep all job details and shared information confidential and will not disclose anything to third parties without explicit written consent by ZOODESIGN, except as required by law.
Digital Security
ZOODESIGN commits to protecting the digital security of the work and customer data using commercially reasonable efforts. We are not responsible for any breaches that result from unauthorised or illegal actions by third parties.
Right to Showcase Work
Upon completion of services and full payment, ZOODESIGN retains the right to showcase any job work in its portfolio and marketing materials, unless specifically agreed otherwise. Customers may request in writing that their work not be showcased.
Damages and Indemnification
To the maximum extent permitted at law the Customer unconditionally and irrevocably indemnifies ZOODESIGN against any and all third party demands, claims, actions, suits, costs and expense that are incurred by ZOODESIGN or claimed from ZOODESIGN in relation to work performed by ZOODESIGN on behalf of the Customer.
Any indemnification sought by ZOODESIGN from the Customer under these terms and conditions must be paid to ZOODESIGN immediately on demand and any delay in payment by the Customer will incur interest at the Interest Rate which will accrue from day to day from and including the day when the money on which interest is payable becomes due and owing.
The Customer’s obligation to indemnify ZOODESIGN is a primary obligation and ZOODESIGN is not obliged to proceed against any other person before making a demand for indemnification.
The Customer’s obligation to indemnify ZOODESIGN is a continuing obligation that remains when the contractual relationship between the Customer and ZOODESIGN ceases.
ZOODESIGN will not be liable for any damages incurred by the Customer where:
To the maximum extent permitted by law the liability of ZOODESIGN to the Customer in damages in respect of any act or omission including an act of negligence of ZOODESIGN or its officers, employees, contractors or agents in connection with the Contracted work or with any other work performed by ZOODESIGN for the Customer will not exceed the amount ZOODESIGN has received from the Customer for the work undertaken by ZOODESIGN.
These Terms of Service as accepted by the Customer explicitly exclude the ability for the Customer to seek special, indirect or consequential damages from ZOODESIGN, such damages deemed to include but not limited to loss or revenue, loss or profit and opportunity loss.
These Terms of Service as accepted by the Customer may be plead by ZOODESIGN as a bar to any claim for damages by the Customer:
Force Majeure
Where a Force Majeure Event occurs for the duration of the Force Majeure Event the contractual obligations of the Parties will be suspended. Force Majeure events include natural disasters, war, government actions, and any other events beyond the reasonable control of ZOODESIGN.
If in the reasonable assessment of ZOODESIGN the Force Majeure Event is permanent or is likely to extend for more than 60 calendar days the contractual obligations of the Parties can be terminated by ZOODESIGN.
If the Force Majeure Event has existed for more than 60 calendar days and ZOODESIGN has not terminated the contractual obligations of the Parties either Party can terminate the contractual obligations of the Parties.
Nothing in these Force Majeure terms varies the payment obligations of the Customer to ZOODESIGN under these Terms of Service and in all circumstances ZOODESIGN will be entitled to be remunerated for all work completed for the Customer up until the Force Majeure Event or entitled to be remunerated to a greater extent if provided as such under these Terms of Service.
Privacy
The Customer warrants to ZOODESIGN that the material provided by the Customer to ZOODESIGN is not Private Information and the provision of the material is not in breach of any applicable Privacy Laws.
ZOODESIGN will comply at all times with the National Privacy Principles contained in Sch 3 to the Privacy Act 1988 (Cth) (or an applicable privacy code approved by the Federal Privacy Commissioner pursuant to that Act) in the same way and to the same extent as the Customer would have been required to comply had it been directly responsible for performing work ZOODESIGN is performing for the Customer.
ZOODESIGN will take all necessary steps to protect Personal Information in its possession against misuse or loss and it will return all such information to the Customer (or if requested by the Customer, destroy or de-identify such information) if requested.
Notice
All notices that are required to be given under these Terms of Service must be in writing and must be sent to the registered business address of the recipient or such other address as the recipient may confirm to the other Party from time to time. Any notice may be delivered by letter or email. Any such notice will be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting or when the email enters the recipient's mail server (if sent by email).
Dispute Resolution
Any dispute arising in connection with the contracted work or these Terms of Service or with contractual rights and obligations between the Parties shall be notified by the Party raising the dispute to the other Party in writing providing a clear outline of all aspects in dispute.
The Parties will undertake genuine endeavours to resolve the dispute within 7 calendar days.
If the dispute is not resolved within 7 calendar days either Party may submit the dispute to arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During such arbitration, both parties may be represented by a duly qualified legal practitioner.
Attorney
For the purposes of compliance with these Terms of Service the Customer irrevocably appoints ZOODESIGN as its Attorney with the power to perform all necessary acts to give effect to the terms of these Terms of Service including, but not limited to, signing any documents on the Customers behalf.
Laws of New South Wales Apply
These Terms of Service and any further contractual arrangements between the Parties shall be governed by and construed in accordance with the laws of the state of New South Wales Australia and the Parties agree to submit to the jurisdiction of the courts and tribunals of that state.
Customer Income & Taxes
Unless explicitly disclosed in writing from ZOODESIGN to the Customer, the Customer is liable for all government and regulator taxes, fees, charges and tariffs. This applies to both government and regulator taxes, fees, charges and tariffs in force at the time of payment as well as any government and regulator taxes, fees, charges and tariffs enacted post the Customer’s payment.
Goods and Services Tax (GST)
Words defined in the GST Law have the same meaning in these Terms of Service unless the context makes it clear that a different meaning is intended.
In addition to paying ZOODESIGN any amount payable for ZOODESIGN’s services to the Customer (which are exclusive of GST), the Customer will:
Where ZOODESIGN is required to create an adjustment note in favour of the Customer, any overpayment by the Customer of GST need not be refunded to the Customer by ZOODESIGN unless ZOODESIGN has received a refund or credit for that amount.
General Provisions
The Customer shall not assign, whether in whole or part, the benefit of any contractual arrangement or any associated rights without the prior written consent of ZOODESIGN.
No forbearance, delay or indulgence by ZOODESIGN in enforcing the provisions of these Terms and Conditions or any further contractual arrangements between the Parties shall prejudice or restrict the rights of ZOODESIGN, nor shall any waiver of those rights by ZOODESIGN operate as a waiver of any subsequent breach.
Should any part of these Terms of Service be or become invalid, that part shall be severed from these Terms of Service. Such invalidity shall not affect the validity of the remaining provisions of these Terms of Service.
These Terms of Service are subject to change by ZOODESIGN without notice. The Customer may seek ZOODESIGN’s consent for a change in these Terms and Conditions, such change only effective upon the written consent of ZOODESIGN.
Miscellaneous
If any part of this agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
Contact Information
For further information or to resolve a complaint regarding the Service, please contact us at Our provided contact details.