1. This Agreement sets out the store terms and conditions on which ELASTIC DESIGN (ELASTIC DESIGN or us/we/our) provides Products to you (Buyer or you/your) in relation to the Products referred to in the terms and conditions.
2. It is the Buyer’s responsibility to read and understand these terms and conditions.
Definitions
3. In this document, these terms have the following meanings:
i. Agreement means the terms and conditions set out in this document including any Products provided by us to the Buyer.
ii. Business Day means a day other than a Saturday, Sunday, bank holiday or public holiday on which registered banks are closed for business in the State of Victoria, Australia.
iii. Buyer Contact means the method of contact as specified in the relevant Product.
iv. GST means the goods and Products tax chargeable under the A New Tax System (Goods and Products Tax) Act 1999 (Cth).
v. Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name, confidential information, trade secrets and technical information as may exist anywhere in the world at any time (whether capable of protection by registration or not), including all applications for any such rights.
Provision of Products
6. When the Buyer purchases the Product, the Buyer acknowledges and agrees that these terms and conditions will apply.
7. In providing the Products, ELASTIC DESIGN will ensure that the Products are provided with reasonable skill, care and diligence and to the standards reasonably expected of design Products of a similar nature.
Intellectual Property Rights and Copyright
8. All Intellectual Property in Works and other materials created by ELASTIC DESIGN in the course of this Agreement or providing Products will vest absolutely and automatically on creation, and remain thereafter, in ELASTIC DESIGN.
Limitation of Liability
9. Under no circumstances, and howsoever arising, will ELASTIC DESIGN be liable to the Buyer for any special, indirect, consequential or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages.
10. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the aggregate liability of ELASTIC DESIGN under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach of contract or otherwise), shall not exceed the sum of all Fees paid to ELASTIC DESIGN in respect of the relevant Products giving rise to the liability.
Indemnity
11. The Buyer agrees to co-operate with us (at its own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Products including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information we have given you or you have given ELASTIC DESIGN, respectively.
General
12. The Buyer must obtain ELASTIC DESIGN’s consent in writing to assign, license or sub-contract its rights and obligations under this Agreement.
13. Any modification to or variation of this Agreement, including the Product, must be in writing.
14. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Agreement will remain in full force and effect.
15. This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria, Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.