These terms and conditions (Terms) apply to all Services that ArchiX Pty Ltd t/a Superdraft (Superdraft) provides to or which are accepted by any person (Client). The Client is deemed to have read, understood and accepted these Terms if at any time the Client requests or accepts any Services or pays any deposit or any other monies in relation to Services.
In these Terms, unless the context indicates a contrary intention:
Approval Requirements has the meaning given in clause 9(a);
Building Quote Service means any dealing with any builder or construction business that Superdraft undertakes on behalf of the Client to obtain build quotes;
Consequential Loss includes special, indirect, consequential, incidental or punitive damages or damages for loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay and whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence) in equity, statute or otherwise;
Client means the person who engages and/or receives the Services of Superdraft;
Client Engagement Service Fee means the fee that Superdraft charges the Partner Builder or Consultant for the “Client Engagement Service”;
Design means such design or designs that Superdraft has agreed to provide to the Client as part of the Services;
Design Amendments has the meaning given in clause 4(a);
Designer means any designer sub-contracted by Superdraft by any subcontract agreement or arrangement;
Due Date has the meaning given in clause 2(b);
Force Majeure includes strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, government law or regulation or requirement or any other cause beyond the control of the Supplier;
GST means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Hosted Services means the hosting services provided by Superdraft as part of the Virtual Tour service;
Insolvency Event means:
(a) to any person being a corporation:
(i) the entry into liquidation or provisional liquidation or an application being made for it to be wound up;
(ii) having a receiver, manager, receiver and manager, administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth) or similar officer appointed to it or any of its assets;
(iii) making an assignment for the benefit of or entering into an arrangement or composition with its creditors; or
(iv) being insolvent or presumed insolvent under the Corporations Act 2001 (Cth) or stopping payment of any of its debts;
(b) to any person:
(i) anything occurring under the law of any applicable jurisdiction to the person (other than under the Bankruptcy Act 1966 (Cth)) having a substantially similar effect to the events specified in subparagraph (a), above;
(ii) a judgment for an amount equal to not less than $50,000 which is not satisfied, compromised to the satisfaction of the judgment creditor or stayed within 7 days of its entry; or
(iii) a bankruptcy notice being served on the person and not satisfied, compromised with the creditor or stayed within 13 days after the notice is served;
Intellectual Property means all present and future rights conferred under statute, common law or equity in relation to intentions (including patents), registered and unregistered trademarks, registered and unregistered designs, look and feel, circuit layouts and all other rights resulting from intellectual activity in, but not limited to, the industrial, scientific, literary or artistic fields;
Loss means any expense, cost, loss or damage of any kind and includes Consequential Loss and/or any fine or penalty imposed by a statutory or other authority;
Personal Information has the meaning given to it in the Privacy Act;
Preliminary Building Cost Estimation Service means the service in which the Client engages Superdraft to receive Preliminary Building Cost Estimates from a third party builder arranged by Superdraft;
Privacy Act means the Privacy Act 1988 (Cth);
Self-Promotion use of designs, documentation, reports and images for websites, social media, awards, brochures, business cards or potential sales to third parties.
Services any services provided or procured by Superdraft in relation to the Client’s project or otherwise performed in connection with any request of the Client.
Superdraft means ArchiX Pty Ltd t/a Superdraft and is the Building Design & Drafting Services company that the Client engages with.
Terms means all terms in this document.
In these Terms:
(a) headings are for convenience only and do not affect interpretation;
(b) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
(c) references to any party, person or entity as the case requires includes their executors, administrators, permitted assigns and successors;
(d) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
(e) references to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
(f) obligations under these Terms affecting more than one party bind them jointly and each of them severally; and
(g) no rule of construction will apply to the disadvantage of one party on the basis that that party put forward or drafted these Terms or any part of these Terms.
(a) Superdraft will issue, in accordance with the approved, tax invoices to the Client for fees for Services supplied to the Client and all fees, charges and moneys otherwise due and payable to Superdraft from time to time.
(b) The Client agrees that it must pay, without any deduction or setoff, the full amount of any tax invoice issued by Superdraft within the period stipulated for payment or if there is no stipulation, within 7 days from the date on which the tax invoice is generated by Superdraft (Due Date).
(c) If the provision of Services to the Client end prior to completion of all Services or any part thereof for any reason, including but not limited to termination of the Services by the Client or Superdraft, the Client will be sent an invoice and be liable to pay for all Services already provided but not yet paid for.
(d) If, for any reason, the Client delays any aspect of the Services for more than 14 days, an invoice will be issued on the 15th day for payment for such of the Services as have been provided so far.
(e) If the Client opts to cancel their contract with Superdraft and do not require further services, the Client is responsible to pay for work completed to date as determined fair and reasonable by Superdraft.
(f) If the Client opts to cancel their contract with Superdraft at the start of their project, directly after a deposit has been paid, Superdraft will refund to the client the deposit, less $300 + GST administration fee. If the deposit is less than $300 + GST, then the full deposit will be withheld to cover administration costs. The refund will be paid by Superdraft into the nominated bank account provided by the client in the next pay cycle and may take up to 30 days.
(g) Superdraft will not release or submit any drawings (including copyright) until the Client has paid for works completed to date in full.
(h) Superdraft will release copyright of the design and documentation to the Client once they have paid for works complete to date in full.
(a) Interest at the rate of 5% above the Reserve Bank of Australia cash rate must be paid by the Client on any amount not paid by the Due Date. The interest will be calculated daily and compounded monthly but in no circumstances will the interest charged exceed 25% per annum.
(b) The Client agrees to pay on a full indemnity basis all costs and expenses (including, but not limited to, legal costs, administrative costs, commissions paid to any commercial or mercantile agent and any dishonour fees), incurred by Superdraft in connection with the recovery of overdue amounts and/or the enforcement of any of these Terms or any attempt by or on behalf of Superdraft to do either or both of those things. All such amounts are deemed a debt incurred by the Client to Superdraft and must be paid within 7 days after the receipt of an invoice for those amounts from Superdraft.
(a) Unless otherwise stated in writing, if Superdraft has agreed to provide preliminary design services as part of the Services, the Services shall include, subject to clause 4(b), two (2) rounds of amendments to the design the subject of the preliminary design services by Superdraft (Design Amendments).
(b) The Design Amendments contemplated by clause 4(a) are limited to design adjustments and implementation of feedback of minor nature and magnitude and must not exceed a total of 20% of the total preliminary design fee. The Design Amendments do not include:
(i) anything that Superdraft, in its absolute discretion, considers substantial changes or re-designing of any design or any change or departure from the relevant scope of Services; and/or
(ii) any attendance at any site or place by Superdraft or any of its employees or agents unless otherwise agreed in writing.
(c) Any changes to any Design (including changes by or initiated by the Client) after the Design Amendments have been finalised will incur additional charges at the rate(s) ordinarily charged by Superdraft.
(d) If the Client provides Superdraft with Preliminary Design or DA drawings in the context of a Preliminary Design Review Service, no site visit will be included or required.
(a) The parties acknowledge and agree that all existing and future Intellectual Property related to, or arising from, the whole or part of any Services will vest in Superdraft.
(b) Superdraft grants to the Client a non-exclusive licence to use such Intellectual Property arising from Services provided to the Client to such extent and for such time as is necessary for use of the Services by the Client for their obvious and manifest purpose (IP Licence).
(c) No transfer or sub-licence of the IP Licence is permitted without the written consent of Superdraft which consent shall not be unreasonably withheld.
(d) The Client warrants to Superdraft that it owns, absolutely, the Intellectual Property in relation to any designs, drawings, plans, know-how or other documents or information provided by the Client to Superdraft (including its partners, contractors, employees and agents) in the course of, or for the purpose of, Superdraft procuring or providing the Services.
(e) The Client indemnifies Superdraft against any liability, cost or expense (including liability for reasonable legal costs on a solicitor and own client basis) in a proceeding, or threatened proceeding, including any settlement proceeding, or under an injunction or final judgment against Superdraft based on an allegation made or a claim filed in a court or before an authority of competent jurisdiction, that the use of Intellectual Property provided by the Client to Superdraft (including to its partners, contractors employees or agents) in the course of, or for the purpose of, Superdraft procuring or providing the Services, is an infringement on the copyright, confidential information or Intellectual Property of any third-person and to the extent that any infringement is caused by an act or omission of Superdraft (IP Claim).
(f) If an IP Claim is made:
(i) Superdraft shall have control over the defence of the IP Claim and any negotiations to settle the IP Claim;
(ii) the Client shall provide to Superdraft all assistance reasonably required by Superdraft or its solicitors to defend or settle the IP Claim;
(iii) the IP Licence shall be automatically revoked until such time that the IP Claim is resolved;
(iv) Superdraft shall be under no obligation to refund or return any payment(s) made by the Client under this agreement, or procure or provide the Services again, in the event that the IP Claim is ultimately successful or resolved in favour of a third-party; and
(v) it shall not be necessary for Superdraft to incur expense or make payment before enforcing a right of indemnity under this agreement.
(a) The Client acknowledges and agrees that Superdraft may in connection with the Building Quote Services receive payment from third parties for Superdraft’s actual or estimated administrative (including wages and all operational costs whatsoever) costs incurred in connection with the Building Quote Services.
(b) Without limiting clause 12, the Client acknowledges and agrees that although Superdraft may conduct inquires to satisfy itself of the suitability of any builder or any other third party engaged, recommended, or introduced to any person, by Superdraft in relation to any Services, Superdraft will in no circumstances be liable for any acts or omissions (including negligence) of such builder or third party including for any Loss suffered by any person arising from or in connection with such acts or omissions.
(c) The Client acknowledges that in connection to the Preliminary Building Cost Estimation Service, Superdraft’s third party builders and estimation calculator are basing the preliminary building cost estimate off preliminary and limited information and in no circumstance be liable or responsible for the accuracy of the Preliminary Building Cost Estimations.
(d) The Client acknowledges that in connection to the Preliminary Building Cost Estimation or Building Quote Service, Superdraft will be providing the client’s contact and project details to third party builders.
(e) The Client acknowledges that in connection to the Building Quote Service, Superdraft may receive a Client Engagement Service Fee from the Partner Builder.
(a) The Services include only one face-to-face site visit or client meeting unless specified otherwise in any quote.
(b) Superdraft is entitled to attend any face-to-face meeting via electronic medium such video link or from remote access.
(a) Attending local government council or other responsible authority meetings is not included in the Services unless stated otherwise in any quote.
(b) Attendance at such meetings may incur additional costs.
(c) Any submissions (including the preparation or presentation of any drawings or attendance of any meeting) to any local government council or other responsible authority on behalf of the Client can be requested in writing and will incur an additional fee unless stated otherwise in a relevant quote by Superdraft.
(a) Subject to clause 9(c), Superdraft will use its best endeavours to assist and advise the Client with respect to satisfying all applicable laws, standards, codes and any approvals, authorities, licenses and permits which are required from governmental, municipal or other responsible authorities that are relevant to the lawful implementation of the Design (Approval Requirements) provided the Client and Designer at all times cooperate as required by Superdraft and the Designer endorses the Design.
(b) The Client acknowledges and agrees that Superdraft cannot, and does not, make any guarantee, warranty or representation:
(i) that any Design or any part of any Services will be approved by any responsible authority; or
(ii) to the outcome of the application of any Approval Requirements to the Design or any part of the Services.
(c) The Client shall pay fees for Services provided by Superdraft with respect to Approval Requirements at the rates agreed to by Superdraft in any quote. Superdraft may refuse to provide such Services if the Client does not agree to pay or otherwise fails to pay those fees.
(d) Subject to clause 9(e), if drawings or documents provided or produced by Superdraft for the purpose of satisfying Approval Requirements do not satisfy those Approval Requirements, Superdraft will, if reasonable and possible to do so, use its best endeavours to rectify such documents or drawings so they satisfy those Approval Requirements without charge.
(e) Clause 9(d) does not apply to any drawings or documents that do not satisfy Approval Requirements because of anything that, in Superdraft’s reasonable opinion, has been included, done, or omitted, by or on behalf of the Client against Superdraft’s advice.
(f) The Client shall pay fees for the preparation of all documents and drawings relating to any Approval Requirements are prepared by Superdraft in connection with any Services even if such drawings or documents are not ultimately required or used in the provision of Services.
(a) Unless otherwise agreed upon in writing, all drawings and all other documents arising from or connected with the Services will be provided to the Client in digital format.
(a) Additional work undertaken by Superdraft that is not included in a relevant quotation for Services (including changes or additions to Services beyond the scope of such quotation) will be paid for by the Client as per the amount specified on the variation quote provided by Superdraft. Full payment for additional scope requested and agree upon by the client is required prior to the commencement of the additional works.
(b) Superdraft will only produce drawings suitable for building license / construction certificates. If a relevant builder requests additional drawings or documents during any construction phase this may incur additional charges.
(c) The final quote provided to and accepted by the Client includes only items specifically mentioned within the Inclusions of the quotation. Should the Client wish to request further Services or increase their scope during the course of the relationship, this can be done by amending the quote accordingly, in writing, and being accepted by the Client in writing which will incur further costs. It is up to the Client to carry out due-diligence to confirm all potential costs associated with the project. Superdraft will not be held liable for such additional costs.
(d) The Client may have the benefit of consumer guarantees under the Australian Consumer Law. Otherwise, all express or implied guarantees, warranties, representations, or other terms and conditions relating to any Services, Design and/or these Terms not contained in these Terms are excluded to the maximum extent permitted by law.
(e) The Client acknowledges that in connection with Superdraft providing Building Design & Drafting services, they may organize quotes from third-party consultants, not limited to Engineering, Land Surveying, Soil Reports & Certification.
(f) The Client acknowledges that Superdraft is in no way liable or responsible for the work provided by third-party consultants in connection to these Additional Services.
(g) The Client acknowledges that in connection to Superdraft organising quotes for the Additional Services, Superdraft may receive a Client Engagement Service Fee from the Partner Consultants.
(a) Superdraft will keep the Client informed of any delays and the timeline to remedy these delays.
(b) Any statement or representation made by Superdraft or a Designer to the Client about the timing for delivery of the Services is an estimate only and is not a warranty or representation that such Services will be provided on or before a particular date. In this regard, Superdraft excludes, to the maximum extent permitted by law, any warranty or representation (whether express or implied), with respect to the timing for delivery of the Services and Superdraft will not be liable to the Client (or any other person) or otherwise responsible for any delay in delivering the Services .
(c) The Client acknowledges and agrees that in the event of a delay, regardless if caused by Superdraft or the Client:
(i) any time frames, milestones and/or deadlines will be extended by the number of days in which the cause of the delay was current;
(ii) the delay will not be considered a breach of this Agreement and the Client will not be entitled to terminate this Agreement, or seek a refund of any money paid or waiver of any obligation concerning payments.
(a) The Client acknowledges and agrees that Superdraft is permitted to use any designs, documentation, reports, images, and virtual tours produced by Superdraft for self-promotion through marketing and advertising unless agreed upon by Superdraft in writing prior to engaging the services.
(b) If a design was created by a third party and provided to Superdraft by the Client for services then the Parties acknowledge and agree that Superdraft can use the documentation and images produced by Superdraft for self-promotion as long as Superdraft acknowledges the original source of the design, unless agreed upon by Superdraft in writing prior to engaging the services.
(a) The Client acknowledges and agrees that Superdraft may subcontract any of its obligations of this Agreement to a third party (or multiple third parties) without notification to or consent from the Client.
(b) The Client acknowledges and agrees that Superdraft may in connection with organising and coordinating the services of various consultants, including but not limited to structural engineers, land surveyors and town planners, receive payment from third party consultant companies.
(a) When engaging Superdraft, you must do all things reasonably necessary, and supply Superdraft in a timely fashion with all information and files reasonably required by Superdraft, in order for Superdraft to perform the contracted services. These include, without limitation, supplying document and letter templates, access to any required system, copy, photographs, and other visual or audio-visual information.
(b) We offer all of our clients telephone and email support, and we aim to respond within 24 hours of receiving your request. Our support team is available from 8:30am-5:00pm AEST Monday to Friday.
(a) The Client acknowledges that all telephone conversations between the Client and Superdraft may be recorded by Superdraft.
(b) By accepting these terms and conditions, the Client expressly consents to Superdraft:
(i) recording all telephone conversations between the Client and Superdraft; and
(c) The Client hereby waives any objection it may now or in the future have with respect to the communication or publication by Superdraft of recorded telephone conversations:
(i) for staff training and quality purposes;
(ii) for the purpose of investigating any complaint, dispute or disagreement made by the Client;
(iii) made in the course of legal proceedings; or
(d) For the avoidance of doubt, clauses 16 b) and 16 c) above shall apply retrospectively with respect to any recordings made by Superdraft prior to the acceptance of these terms and conditions by the Client.
(a) Superdraft reserves the right, with at least 5 Business Day’s notice, to make some or all of the Hosted Services and/or Software inaccessible from time to time as is required for updates, maintenance and/or upgrades. Notification may be done by email or by posting a notice on the Website.
(b) From time to time, without notice, access to all or part of the Hosted Services and/or Software may be disrupted or limited. During such an interruption, Superdraft will use its reasonable endeavours to restore access to the Hosted Services and/or Software as soon as practicable.
(c) Superdraft reserves the right to correct any errors on the Hosted Services and/or Software, upgrade, maintain, tune, backup, amend, add to or remove features from, redesign, improve or otherwise alter the Hosted Services and/or Software at Superdraft’s sole and absolute discretion.
(d) The Client acknowledges and agrees that Superdraft will not be liable for any loss or damage that the Client or any other person incur by any changes made to the Hosted Services and/or Software and/or the Client not being able to access the Software or any part of it.
(e) The Client agrees and accepts that Superdraft is or may be from time to time operated from servers owned and controlled by a third party. As such, the Client acknowledges that certain functions are out of Superdraft’s control, including databases and application infrastructure, and Superdraft is not responsible for any event or action caused by any third party contemplated in this clause.
(f) Subject to the obligations of Superdraft in respect of the provision of the Virtual Services and/or Software under this Agreement, Superdraft makes no warranties or guarantees:
(i) that the Hosted Services and/or Software will be accessible at all times, uninterrupted or error free;
(ii) that any of the Hosted Services and/or Software is without bugs or viruses;
(iii) that any of the technical information is without error or inaccuracy;
(iv) that the Hosted Services and/or Software is immune to unauthorised access or security breach; and
(v) in respect of the retention of, or continued accessibility of, any data.
(g) The Client acknowledges and agrees that Superdraft may start charging additional fees to continue to have access to the hosting services, unless specified in writing otherwise. In any instance, Superdraft will notify the client in writing before charging any additional fees.
(a) Superdraft does not offer or provide credit services for the purpose of the National Credit Consumer Protection Act 2009 (Cth) or the National Credit Consumer Protection Regulations 2010 (Cth) (NCCPR) .
(b) From time to time, Superdraft may refer Clients to Property Credit Pty Ltd, Australian Credit Representative No. 520848 (credit representative for Easy Financing Pty Ltd Australian Credit Licence Number 470114) (Credit Provider), who may provide credit services, by:
(i) providing Clients with a link to the Credit Provider’s website from Superdraft’s website;
(ii) providing Clients with information about how they may contact the Credit Provider; and/or
(iii) providing the Credit Provider with the Client’s name, contact details and a description of the purpose for which the Client is seeking credit services, within five (5) business days of obtaining the Client’s consent to do so.
(c) The Client acknowledges and agrees that:
(i) a referral made by Superdraft to the Credit Provider pursuant to clause 18(b) above is a referral made pursuant to regulation 25 (2) or (2A) or (5) of the NCCPR;
(ii) in making a referral pursuant to clause 18(b) above, Superdraft:
(1) does not endorse the Credit Provider;
(2) does not suggest that the Client apply for a particular credit contract with the Credit Provider;
(3) does not consider the Client’s personal needs or circumstances at the time of making a referral; and
(4) does not make any representation or warranty that the Credit Provider will provide credit services to the Client;
(iii) it will undertake its own investigations with respect to the Credit Provider and will seek appropriate legal, accounting and financial advice before applying for any credit contract, including advice about the risks associated with any credit contract, and in the context of the Client’s obligations to Superdraft under this Agreement;
(iv) to the extent Superdraft provides factual information to the Client about the cost or estimated cost of a credit contract, or the terms and conditions of a credit contract, the Client shall be deemed to have requested such information for the purpose of regulation 24(8) of the NCCPR by doing any of the following:
(1) clicking on, or otherwise visiting, any webpage on Superdraft’s website containing a link to the Credit Provider’s website; and / or
(2) communicating with Superdraft, including (but not limited to) via email, online web enquiry or telephone, regarding the Credit Provider or a credit contract;
(v) it will not rely on any statement or information provided by Superdraft in applying for a credit contract with the Credit Provider;
(vi) to the extent that there is any inconsistency between information on Superdraft’s website regarding the Credit Provider or a credit contract, and the terms of this Agreement, the terms of this Agreement will apply to the extent of any inconsistency;
(vii) any credit contract is a contract between the Client and the Credit Provider and Superdraft will not, under any circumstance whatsoever, be liable to the Client (or any other person) in respect of the Client’s obligations under the credit contract, including (but not limited to) the Client’s obligations to make payments to the Credit Provider in respect of any principal, interest, default interest or fees and charges;
(viii) nothing in a credit contract between the Client and the Credit Provider will vary, or otherwise derogate from, the Client’s obligations to Superdraft under this Agreement;
(viii) Superdraft may plead this clause 18 as a bar to any proceedings brought by the Client against Superdraft arising out of, or in relation to:
(1) a referral to the Credit Provider pursuant to clause 18(a) above;
(2) any statement or information provided by Superdraft to the Client in relation to the Credit Provider or a credit contract; or
(3) a credit contract between the Client and the Credit Provider;
(ix) the information provided by Superdraft to the Credit Provider pursuant to 18(b)(iii) above may include (but may not be limited to):
(1) the Client’s full name, email address and telephone number;
(2) details of any project to which the Services, or potential Services, relate, including (but not limited to) an address, description and copies of quote(s) issued to the Client by Superdraft in relation to any Services or potential Services;
(x) for the purpose of clause 18(b)(iii) above, the Client’s consent may be express or inferred from the Client’s conduct; and
(xi) following execution of a credit contract between the Client and the Credit Provider, Superdraft will provide the Credit Provider with copies of invoices issued to the Client in respect of Services rendered (or to be rendered) under these Terms (or similar terms).
(d) For the purpose of regulations 25(2)(b) and (2A)(b), (2A)(b) and 5(e) of the NCCPR, neither Superdraft nor its associates receive any benefits or indirect remuneration from:
(i) a referral in accordance with clause 18(a) above; or
(ii) any credit contract between the Client and the Credit Provider;
save for the fees to which Superdraft is entitled pursuant to the terms of this Agreement, which may be paid from funds advanced to the Client pursuant to a credit contract between the Client and the Credit Provider.
(a) The Client may have the benefit of consumer guarantees under the Australian Consumer Law. Otherwise, all express or implied guarantees, warranties, representations, or other terms and conditions relating to any Services, Design and/or these Terms not contained in these Terms are excluded to the maximum extent permitted by law.
(b) Nothing in these Terms excludes, restricts or modifies any right or remedy or any guarantee or other term or condition implied or imposed by any legislation which cannot lawfully be excluded or limited (Statutory Rights).
(c) Subject to Superdraft’s obligations under the Statutory Rights, and to the maximum extent permitted by law, the maximum aggregate liability of Superdraft for all claims under or relating to these Terms or supply of Services whether in contract, tort (including without limitation negligence), in equity, under statute, or on any other basis is limited as follows:
(i) Superdraft shall have no liability to the Client for any Consequential Loss;
(ii) Superdraft’s total aggregate liability for Loss, however arising, is limited to payment of the price paid by the Client to Superdraft for the Services that gave rise to the Loss.
(d) Superdraft will not be liable for failure or for any Loss resulting from or connected to the failure to supply or deliver the Services caused by Force Majeure.
(a) No waiver of any of the provisions of these Terms by Superdraft will be effective unless made in writing and signed by Superdraft.
(b) No forbearance, delay or indulgence by Superdraft in enforcing the provisions of these Terms shall prejudice or restrict the rights of Superdraft, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
(c) Superdraft may vary these Terms from time to time by posting a revised version of such Terms to the website and sending the Client an email notification. By continuing to request or accept any Services or pay any deposit or any other monies in relation to Services or otherwise consume Services, the Client agrees to abide and be bound by any such changes. If the Client does not agree with any changes made to these Terms, the Client must cancel its contract with Superdraft by sending an email to email@example.com, and within fourteen (14) days, pay to Superdraft such amount(s) due and owing in accordance with clause 2 of these Terms.
(a) This clause does not apply where there is a dispute concerning a payment or any amount owing by the Client to Superdraft.
(b) Subject to clause 21(f) any dispute which arises between the parties in connection with this agreement (dispute) must be dealt with in accordance with the requirements of this clause 21, before either party will be entitled to commence proceedings against the other party in respect of the dispute.
(c) The party claiming that a dispute has arisen (complainant) must give the other party a written notice setting out a detailed explanation of the nature of the dispute; and what action the complainant thinks will resolve the dispute (dispute notice).
(d) Within 10 business days of the dispute notice being received by the other party, a nominated senior executive of each party must meet, act in good faith and use best endeavours to resolve the dispute at that meeting, or such subsequent meetings as may be reasonably required.
(e) If the dispute is not resolved pursuant to clause 21(d) within 30 days of the dispute notice being received by the other party, the parties agree to attend a privately held mediation with a mediator appointed by the nominated senior executive or both parties and in the absence of agreement within 7 days of disagreement by such mediator as appointed by the President, or person in like office of the Resolution Institute.
(f) If the dispute is not resolved within a further 30 days pursuant to clause 21(e) then either party may commence proceedings against the other party in respect of the dispute.
(g) Nothing in this clause 21 prevents a party from seeking urgent injective or similar relief from a court.
(a) Superdraft may terminate these Terms and the supply of any Services:
(i) immediately and without prior notice, if the Client is in default of any obligation owed to any amount of money to Superdraft whosoever arising;
(ii) if the Client is in material breach of these Terms which is not remedied 7 days after written notice by Superdraft of the substance of the breach;
(iii) if the Client puts the project on-hold for more than 30 days.
(b) in the event the Client puts the project on-hold for more than 30 days in accordance with clause 22(a)(iii) the Client will be responsible to pay Superdraft for any services provided up to the date of termination.
(c) Either party may terminate these Terms if they are not in material breach of these Terms and an Insolvency Event occurs to either party.
(a) These Terms supersede all prior agreements, arrangements and undertakings between the parties and relating to the Services provided by Superdraft to the Client.
(a) These Terms shall be governed by and construed in accordance with the laws for the time being in force in Queensland and the parties agree to submit to the exclusive jurisdiction of the courts and tribunals of Queensland.
(a) Should any part of these Terms be or become invalid, that part shall be severed from these Terms. Such invalidity shall not affect the validity of the remaining provisions of these Terms.
Superdraft or “we, our, us” is the proprietor of the ArchiX platform. Superdraft users include architects, engineers, consultants, builders and clients, and has many functions including project management, invoicing, payment processing, billing, file storage, messaging, and other coordination tools to assist users to collaborate on projects. By using the ArchiX platform you confirm that you understand and are legally bound by the following Terms and Conditions. If you represent a business, you warrant that you are authorised to represent that business and to legally bind that business’ owner entity to these Terms and Conditions.
2.1 It is solely your responsibility to keep your login details confidential. You are solely responsible for all activity that occurs on the ArchiX platform under your login details. If you suspect that an unauthorised user knows your login details, you must change your password immediately and notify us. Your login details provide access to bank account information, therefore you must protect it with the same level of care as your bank account.
2.2 You acknowledge that it is your responsibility to back up your data outside of the ArchiX platform, and Superdraft is not liable for any loss of content, information or data, however described, in the event that the ArchiX platform, website or any program provided by Superdraft whatsoever, malfunctions or ceases to be available for any reason.
3.1 You are not permitted to use the ArchiX platform for any unlawful purpose, or upload any content which you do not have a legal right to use and upload. This includes, but is not limited to, content that is copyright protected, trade secrets, trademarks, or designs. You must not collect information about other users of the ArchiX platform, or access their information unless they authorise you to.
3.2 You must not use offensive language or communicate in a disrespectful or unprofessional manner when using the online chat function or any other methods of communication supported by the ArchiX platform. You are not permitted to upload any content which is offensive, political, or which contains viruses or malware, or any other feature which may undermine the security of the ArchiX platform. You accept that you may be exposed to such material and you agree to use the ArchiX platform at your own risk.
4.1 You are prohibited from making any attempt to modify, copy, adapt, reproduce, publish, or reverse-engineer the ArchiX platform, in whole or in part, or grant any rights to any party in relation to the ArchiX platform.
4.2 You acknowledge that the ArchiX platform and associated websites and software is provided on an “as is” basis, and acknowledge that Superdraft makes no representations whatsoever as to its fitness for purpose, suitability, merchantability, or compatibility.
4.3 You acknowledge that the ArchiX platform and associated websites and software may not be error free, secure, or uninterrupted.
5.1 Superdraft is not responsible for, and bears no liability in relation to the accuracy of content, information or data, however described, which is uploaded by users of the ArchiX platform, users are responsible for verifying its accuracy.
6.1 Notwithstanding any other term of this agreement, we reserve the right to terminate your licence if you breach (any of) clauses 3.1, 3.2, 4.1, 6.2, 9, and 10 and we reserve our legal rights. We reserve the right to terminate the contract on the basis of a breach of any clause provided the breach cannot be remedied, or is not remedied within 7 days of us notifying you.
6.2 Notwithstanding any other term, Superdraft may terminate the contract immediately if you become insolvent, commit any act of Bankruptcy or Insolvency, enter into liquidation, administration or receivership, fail to comply with a statutory demand or a trustee is appointed.
6.3 If we terminate this agreement, the rights of the parties which accrued up to termination are unaffected. Clauses 2, 4, 7, 9 and 10 survive the termination or expiry of this agreement.
7.1 Fee Related Disputes
If a dispute arises of or relates to this contract, you must not commence any Court or other proceedings relating to the dispute unless you first comply with the following procedure:
(a) You must give Superdraft written notice specifying the nature of the dispute. All notices must be sent by email to firstname.lastname@example.org or sent by post to 35/194 Varsity Parade, Varsity Lakes QLD 4227 Australia.
(b) Any dispute notice must clearly describe the nature of the dispute, including the clause(s) of any agreement you refer to or the specific deficiency in the service delivery so that Superdraft can assess your complaint effectively.
(c) You must pay the undisputed portion of the relevant invoice(s) within the payment terms as detailed in the invoice and in accordance with these terms and conditions.
(d) Superdraft must respond to your written notice within 14 days and attempt to resolve the dispute. If the matter is not resolved, then within a further 7 days you and Superdraft will appoint a person who must negotiate in good faith to resolve the dispute, each being authorised to bind the party they represent. The negotiation must occur within 21 days of the date of the written notice of dispute, either in person or by telephone.
(e) If you do not pay the undisputed portion of the invoice within the payment terms or otherwise fail to provide written reason(s) to Superdraft in accordance with this clause, Superdraft may, at its election do any one or more of the following:
(i) cease to provide any further services to you;
(ii) terminate any contract held with you;
(iii) treat non-payment as repudiation of the contract; and
(iv) commence debt recovery and legal proceedings without further notice to you.
7.2 Non Fee Related Disputes
If a dispute arises of or relates to this contract, you must not commence any Court or other proceedings relating to the dispute unless you first comply with the following procedure:
(a) You must give Superdraft written notice specifying the nature of the dispute, except for any fee-related component of the dispute.
(b) You must give Superdraft written notice specifying the nature of the dispute. All notices must be sent by email to email@example.com or sent by post to 35/194 Varsity Parade, Varsity Lakes QLD 4227 Australia.
(c) Any dispute notice must clearly describe the nature of the dispute, including the clause(s) of any agreement you refer to or the specific deficiency in the service delivery so that Superdraft can assess your complaint effectively.
(d) Superdraft must respond to your written notice within 14 days and attempt to resolve the dispute. If the matter is not resolved, then within a further 7 days you and Superdraft will appoint a person who must negotiate in good faith to resolve the dispute, each being authorised to bind the party they represent. The negotiation must occur within 5 days of the date of the written notice of dispute, either in person or by telephone.
7.3 Disputes valued over $25,000.00
In the event that the value of the dispute is likely to exceed $25,000.00 in value, Superdraft has the exclusive right to require you to submit to the additional adjudication process, as follows:
(a) A single arbitrator shall be appointed to determine a dispute arising out of or in connection with this contract, as agreed between the parties within 14 days of the failed negotiation.
(b) If the parties cannot agree, either party may issue a written request to the President of the Queensland Law Society to appoint an arbitrator, and their selection will be final.
(c) The arbitrator must determine the dispute within 21 days of their appointment, and their decision is binding on the parties. To the extent allowed by law, the parties agree that the unsuccessful party must bear the costs of the arbitrator.
8.1 When setting up your account on the ArchiX platform, you must do all things reasonably necessary, and supply Superdraft in a timely fashion with all information and files reasonably required by Superdraft, in order for Superdraft to perform the contracted services.
8.2 You agree to:
(a) nominate a person for your service who will be the first point of contact for general operational issues in relation to the establishment and management of the ArchiX platform account and the network for their service;
(b) ensure your staff (if any) or those involved from your end are fully trained and adequately skilled in the use and administration of your information technology systems and the ArchiX platform;
(c) provide timely replies/responses to queries in resolving issues; and
(d) co-operate with Superdraft in any manner reasonably required in order to carry out the contracted services.
8.3 Superdraft aims to provide the ArchiX platform online 24 hours per day, 7 days per week with 99.99% availability. In the event that the ArchiX platform is offline, we will do everything possible to minimise and prevent disruption. We may need to suspend availability from time to time in order to repair and upgrade the ArchiX platform, but we will schedule such tasks to reduce disruption for the majority of our users.
8.4 We offer all of our users telephone and email support, and we aim to respond as soon as possible of receiving your request. Telephone support is available from 8:30am-5:00pm AEST Monday to Friday. By using the ArchiX platform you acknowledge and permit Superdraft to record telephone conversations for the purposes of service quality and training.
8.5 Superdraft reserves the right, with at least 5 days’ notice to make all of the hosted services and/or software inaccessible from time to time as required for updates, maintenance and /or upgrades. Notice may be given by email or posting a notice on the website.
8.6 From time to time, without notice, access to all or part of the hosted services or software may be disrupted or limited. During such interruption, Superdraft will use its reasonable endeavours to restore access as soon as possible.
8.7 Superdraft reserves the right to correct any errors on the hosted services or software, upgrade, maintain, tune, backup, amend, add to or remove features from, redesign, improve or otherwise alter the hosted services or software in Superdraft’s sole and absolute discretion.
8.8 If you require additional support and maintenance that is deemed in Superdraft‘s sole discretion to be outside of the scope of your contracted services, Superdraft may charge you an additional fee.
9.1 Confidential Information means information that is by its nature confidential and is designated by a party as confidential, or a party knows or ought to know is confidential, but does not include information which is or becomes public knowledge otherwise than by breach of this contract or any other confidentiality obligation. Each party must:
(a) keep confidential all Confidential Information; and
(b) only use any Confidential Information for the purpose of providing or receiving (as the case may be) those services anticipated by these Terms and Conditions or subsequent agreements with Superdraft.
9.2 The obligations in Clause
9.1 do not apply:
(a) to the extent necessary to enable a party to make any disclosure required by law;
(b) to the extent necessary to enable a party to perform its obligations under these Terms and Conditions;
(c) to any disclosure agreed in writing between the parties; or
(d) in respect of any portion of the Confidential Information which has entered the public domain other than as a result of a breach of this Agreement.
10.1 You agree to indemnify us against all claims, costs, damage and losses arising from your breach of these Terms and Conditions.
10.2 You agree to indemnity Superdraft against all costs incurred, however caused, arising directly or indirectly from your use of the ArchiX platform, including but not limited to:
(b) loss of reputation;
(c) misleading or deceptive conduct;
(d) infringement of intellectual property rights;
(e) piracy, counterfeiting, plagiarism, unfair dealing or idea misappropriation; and
(f) breach of the privacy legislation.
10.3 You agree that Superdraft may recover such costs from you before they are due to third parties, and the indemnities in this clause operate in addition to any other remedies available to Superdraft. Further, each indemnity is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of the contract for any reason whatsoever.
11.1 We reserve the right to change these Terms and Conditions at any time without notice, and such changes will appear on our website you will be notified by email. The changes will apply to services rendered after the changes are published and you will be deemed to have accepted them by continuing to use the ArchiX platform.
11.3 Other than terms relating to the payment of money, neither party incurs liability to the other due to their delay in performing any task, provided the cause of the delay is outside of the relevant party’s control.
11.4 The failure of any party to enforce any term of this contract shall not be construed as a waiver of that party’s right to enforce such term.
11.5 This agreement is made in Queensland, Australia and is to be governed by the law in force in Queensland and the parties submit to the non-exclusive jurisdiction of the Queensland Courts.
Questions, comments and requests regarding these Terms and Conditions are welcomed and should be submitted online through our website https://www.superdraft.com.au. Alternatively, you can contact us between business hours Monday to Friday on: 1300 936 740.
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