Legals

In order to become a customer of Amplitude Technologies Pty Limited ("Amplitude"), you must agree to the following terms and conditions. Your agreement to these terms will be indicated to us by signing and returning a copy of this agreement or commencement of activity of any Amplitude services, whichever occurs first.

The following terms of business apply to domain name registrations, Web site hosting, Web site design, Software Development, email, spam and virus protection, Search Engine Optimisation and Secure Web Page services to be provided by Amplitude Technologies to you. Software refers to the CMS (content Management System) software, as well as any updates thereof either purchased seperately or recieved under the terms of an upgrade agreement. Quote means the document detailing the price of the products or services supplied to you by us. Server means the computer server equipment operated by us in connection with the provision of the Services. Web Site means the area on the Server allocated by Amplitude to you for use by you as a site on the Internet. Secure Web Page means the Web page operated and located on the Server which allows you to collect credit card details in a means that is difficult for other people to view the page when it is loaded, because the page is encrypted.

Domain Name registration terms

We do not warrant or guarantee that the domain name you apply for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered.
Both the registration of the domain name and its ongoing use are subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name.
We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute.

Web Site Development and Web Design terms

Once the Quote for service has been signed by you, any changes to the website copy (text), design or functionality required for the site will be subject to additional charges at our prevailing hourly rate(s).
You shall only be entitled to reject the Web Site Development and/or Web Design Services upon the basis that the Software and Website do not meet the agreed description of services (as specified in the Quote). In order to meet the description of service you must agree to render such assistance to us as we may reasonably require, and agree to make available to us free of charge your staff as shall be reasonably necessary for the performance of the our obligations under these terms.
We retain the right to maintain a Amplitude Technologies logo or text equivelant on your Web site linking to the www.amplitude.com.au Web site.

CMS Software End User License Agreement and terms

This Software End User License Agreement ("Agreement") is a legal agreement between you and Amplitude Technologies, the owner of the software. By using the software, you agree to be bound by these terms and conditions. We reserve all rights not expressly granted to you. In particular, you may not use, copy, modify or transfer the software except as expressly provided in this agreement.

Amplitude grants you a non-transferable, non-exclusive limited license ("License") for the use of the Software as follows:
a) Each license gives the right to use one instance of the software on, and only on, the domain names mentioned specifically on your original Quote. This means that you may run one instance of the Software on one Web site for each license purchased. You may transfer the software to an alternative or replacement domain name if it is owned by the original company that purchased the license, and is no longer in use on the old or original domain name.
b) Software source code may not be altered at any time, for any reason, under any circumstances.
c) The Software may not be resold, rented, leased or otherwise transferred in any way to another person or entity without written consent from Amplitude Technologies.
d) You are not permitted to use the software to publish content or information that promotes: Pornography and/or prostitution, Child abuse, Racism, Terrorism, Arms trading or any other illegal content.
Amplitude retains the title, ownership rights, and intellectual property rights to the Software and all copies thereof. The license is not a sale or transfer of ownership of the Software. The Software is protected by copyright and other intellectual property laws and by international treaties.
This License is effective from your date of purchase and shall remain in force until terminated. You may terminate the License and this License Agreement at any time by notifying us in writing by email. This License will terminate immediately without notice from us if you fail to comply with any provision of this License.
Unless otherwise agreed, following the Web site launch a Warranty period of 30 days will apply. We will rectify any anomalies in order to ensure that the Software and Web site meet the original requirements (as specified in the Quote) during this period. Any rectifications after this period will be subject to charges at our prevailing hourly rate(s) for programming and creative services.
You must agree to permit Amplitude or its representatives to enter your premises at any reasonable time for the purpose of verifying your compliance with the terms of this Agreement.

Website hosting/email/secure webpage/virus protection terms

We specifically exclude any warranty as to the accuracy or quality of information received by any person via the Server and in no event will we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. You warrant to us that you will only use your assigned Web Site for lawful purposes. You will conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.
You are responsible for sending mail in accordance with any relevant legislation, including but not limited to the Commonwealth Spam Act (2003) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or misrouting or any other failure of email. In the event of deliberate transmission of unsolicited commercial email (UCE), we reserve the right to terminate services without prior notification.
You warrant, undertake and agree that:
a) any transactions within your Web site which are contracts for the sale of goods or services will be between you as the merchant and your end-user customer and you agree that we may include an exclusion of our liability in respect of such purchases and transactions in such form as we deem appropriate;
b) the information contained within your Web site will comply with all applicable law, and codes of practice governing the use of Web sites and related services, including, without limitation, those laws and/or codes of practice governing distance selling and data protection from time to time in force;
c) you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information. Notwithstanding such notification you will be liable for any and all uses of your account (and Web site) notwithstanding any fraudulent or improper use of your password or any other access to any of the facilities we offer which is not unauthorised use or access by us.
Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers.
We do not warrant whatsoever that our virus protection services will stop every virus from reaching your computer network. We make no warranty that the service will be error free or free from interruption of failure, and we expressly disclaim any express or implied warranty regarding system and/or service availability, accessibility, or performance.
If you wish to terminate your Web site Hosting Service, you must do so by informing us in writing, otherwise your account will be automatically renewed for the same subscription period and you will be liable for, and immediately invoiced upon the commencement of, such additional subscription period. Specifically, we will not accept verbal instructions to terminate an account.
On receipt of your cancellation request, we will cancel your service at the first available opportunity.
We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server.

Search engine optimisation services

Whilst we will try to improve the position of your Web Site in the Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
We cannot be held responsible for any changes to the position of your Web Site in the Search Engines results in response to a search request.

Reseller and partner terms

If you resell any of our Services you must ensure that you continue to comply with these terms and conditions by making your customers bound to no less comprehensive and protective terms and conditions than these.
You agree that in your capacity as a reseller of our services you will not incur any liability on our part or in any way pledge or purport to pledge our credit or purport to make any contract binding on us.
We do not accept the liability or default of your own customers as affecting or limiting your obligations under this agreement and we suggest that you require your customers to sign a form of this agreement.
As a reseller of our Services, you are responsible for ensuring that any promotional, advertising or other material you distribute to your customers (whether in paper form or electronically): does not contain any misrepresentation relating to Amplitude or the nature of your relationship with Amplitude; is in accordance with all applicable advertising standards; does not contravene any law of the relevant jurisdiction; is appropriate in all the circumstances; and that you otherwise comply with all laws and regulations governing the exercise of your right as reseller under this agreement; we retain the right to require you to cease distribution of any advertising, promotional and/or other material which in our view is unacceptable by reference to the criteria referred to within this paragraph.
You agree to indemnify, keep indemnified and hold us harmless from and against any claim brought against us by a third party resulting from the provision of our Services by you to your customers, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses) or liabilities whatsoever suffered and howsoever incurred by us as a consequence of your breach or non-observance of these Terms.

General terms and conditions

The following terms and conditions apply to all customers and all services.

Intellectual property rights and other consents

You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations, including without limitation, material supplied to us and as shown on your Web page(s), clearances and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant financial institutions.

Indemnity

You agree to indemnify and keep indemnified and hold us harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms.

Confidentiality

You agree to keep secret and confidential any information relating to the technology and design of the Software or Service we have provided you, including without limitation to trade secrets and confidential knowhow; the personnel, policies, processes or strategies of Amplitude; the terms and cost upon which a product or service has been supplied to you. We may disclose your Confidential Information only if: a) with your prior agreement as to manner, content and degree of disclosure, and b) if, and to the extent, required by law.

Termination

You may terminate this agreement at any time by notifying us in writing.
We may terminate this agreement immediately if you fail to pay any sums due to us as they fall due, or if you breach any of these terms and conditions, or if you are a company and go into insolvent liquidation, or if you are a person you are declared bankrupt, or if you initiate the transfer of your website design, development and hosting services to another company.
On termination of this agreement we shall be entitled to immediately block your Website and to remove all data located on our servers. We will hold such data for a period of 14 days to allow you to collect it, at your expense, failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your Website as we think fit.

Payment

All charges payable by you to us for the Services shall be in accordance with the relevant scale of charges and rates as presented in our Quote to you and shall be due and payable within fourteen (14) days of receipt of our invoice.
The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
If you fail to make payment within the terms of this agreement, you will become liable for the cost of collection. This will include interest on any overdue amount, calculated at the daily rate of 12% per annum, from the due date of the payment.
Upon provision of a credit card account, you give us authorisation to automatically debit your credit card for all charges on issuance of a valid invoice.
If you exceed our thirty (30) day credit terms, you will be charged an $11.00 late payment fee. A revised invoice will be sent to your nominated e-mail address.
Amplitude is entitled to recover (on a full indemnity basis) any costs, fees and charges (including legal costs) incurred in recovering any amounts owing by you to Amplitude. We retain the right to charge you an administration fee of $30.00 for any dishonoured cheques.

Exclusion and limitation of liability

TO THE FULL EXTENT PERMITTED BY LAW WE HEREBY EXCLUDE ALL CONDITIONS AND WARRANTIES NOT EXPRESSLY SET OUT HEREIN. EXCEPT AS SPECIFICALLY SET FORTH IN ELSEWHERE IN THIS AGREEMENT, WE MAKE OR GIVE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED UNDER OR INCIDENTAL TO THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR RESELLERS, AGENTS, REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES HEREBY GIVEN, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within seven (7) days of it arising.
In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever

Notices

Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, fax, post or courier to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by post or courier shall be deemed to be served two days following the date of posting.

Severability

If any clause of these terms and conditions is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed to be omitted.

Assignment

The benefit of this agreement may be assigned by us, but not our obligations to you - to do that, you agree that we may give notice to you in writing, and your failure to respond will be deemed acceptance. You may transfer this agreement provided that you give us notice in the form we require (setting out the details of the assignee) accompanied by payment of any transfer fee specified by us. No other method of transfer by you is permitted.

Change to terms on renewal

We may change the terms and conditions of this Agreement at any time. Details of our current terms are available at http://www.amplitude.com.au/legals/terms.php

Entire agreement

These terms and conditions constitute the entire agreement between Amplitude and you, and supersede all prior agreements, understandings and representations whether oral or written. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Except as provided above, no variation may be made to the contract unless it is in writing and signed by authorised representatives of you and Amplitude.

Governing Law

This agreement shall be governed by the laws in force in the state of New South Wales. Both parties hereby submit to the exclusive jurisdiction of the Courts of that State.

Notifications & communications

In addition to general Account, Billing and Service communications, Amplitude will, from time to time, issue email notifications relating to our services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into agreement with these terms and conditions, you agree to receive email communications by inferred consent until such time as you decide to opt-out of such communications. You may opt out of our mailing list at any time by following "unsubscribe" instructions contained within the communcitions. You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you. Please review our Privacy Statement for full details of our use of personal data.