Terms and {{Conditions}}

Effective Date: January, 2023
The following Terms and Conditions (Terms) apply to all Services entered into with Odda Pty Ltd
ACN 626 760 370 (Odda). The “Services” include, but are not limited to digital strategy, web development and hosting, digital consulting, and website design services. These Terms and Conditions apply to the use of this website, including the purchase of Services.
By using Odda’s Services, you agree to be legallybound and to abide by the Terms, just as if you had signed this Agreement. In these Terms, “we”, “us” and “our” refers to Odda, and “you” or “your”, means the person(s) entering into this Agreement and includes his agents or permitted assigns. “Agreement” means your agreement with us and includes these terms and conditions.

1. General

1.1 You agree and continue to agree to use the Services in amanner consistent with all applicable laws and regulationsin accordance with these terms.
1.2 These Terms and all quotations and variations areincorporated into and are part of any Agreement withOdda.

2. Minimum Term, Termination and Service Renewal

2.1 You authorise us to deduct the monthly payments that you have selected and the calculated fees per task that you have approved subject to these Terms.
2.2 Your campaign will automatically renew on a monthly basis, unless written notice of intent to cancel is received, or you have cancelled your subscription.
2.3 If you terminate your use of the Services prior to the completion of the month, your subscription will last for the calendar month in which you have cancelled and will not be refunded.
2.4 You must comply with these Terms at all times in your use of the Services. You will not engage in any conduct, which in the discretion of Odda, restricts or inhibits any other person from using or enjoying the Services. You agree to use the Services only for lawful purposes. You are prohibited from posting on or transmitting through the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law.
2.5 Odda may elect to electronically monitor the Services for adherence to these Terms and may disclose to the extent permitted by law any content, records or electronic communication of any kind (i) to satisfy any law, regulation or authorized governmental request, (ii) if such disclosure is necessary to operate the Services, or (iii) to protect the rights or property of Odda or its partners.
2.6 Odda reserves the right to prohibit conduct, communication or content which it deems in its discretion to be harmful to individual users or other third-party rights, or to violate any applicable law.
2.7 If you do not comply with these Terms, Odda reserves the right to terminate your use of the Services at any time.

3. Services

3C. Website Development
3C.1 Odda reserves the right to process final invoicing on the completion of the website design and development services as per the tasks that are approved and work commenced.
3C.2 If a client discontinues the development of a website at any stage prior to completion, they are responsible for any fees associated in the completion of the website.
3C.3 An approximate timing schedule is provided at the time of the agreement. Failure to provide content or other items within the specified time will delay the setup of the website.
3C.4 Clients will be given Editor CMS access that allows them to upload any content and products themselves.

4. Suspension or Cancellation of Services

4.1 You expressly and irrevocably agree that we reserve the right to suspend or cancel any or all of the Services if:
  • You have any outstanding invoice or account.
  • Your account is in dispute or dispute resolutions procedure, court order, judgement, findings or determination.
  • You fail to comply with any provision in the Agreement or these Terms.
  • There is evidence of fraudulent, illegal, defamatory, offensive activities, or any activity in breach of a third party’s rights.
  • We deem your use of our Services may jeopardize the operation of the service, our suppliers or us.
  • We deem any other reason as satisfactory to protect us, our staff and/or our suppliers.
4.2 If your account is cancelled under this clause:
  • You must pay settle all outstanding accounts.
  • We may immediately delete all data held prior to cancellation.
  • We may perform any action without notice.
  • You release us of any claim arising from suspension, cancellation or termination of any of the Services.

5. Pricing, Billing, Incurred Expenses and Payment Terms

5.1 All quoted prices are in Australian dollars and exclude G.S.T., unless otherwise noted. Tax invoices will be sent upon payment.
5.2 You acknowledge and agree that payments will be processed by us or a third party by credit card or debit payments and you provide your credit card or bank account details for this purpose and authorise us to make these payments.
5.3 You acknowledge that Odda may change its pricing structure at any time. Any change in the pricing structure will be notified to you 21 days prior to the pricing changes being affected.
5.4 Invoices are due in 7 days from receipt of invoice.
5.5 Odda reserves the right to charge 10% interest per month on overdue invoices until payment is received in full.
5.6 Odda reserves the right to employ the services of a debt collector in the event that a chargeback for Services is received. We reserve the right to recover any cost associated with recovering the debt (including legal and debt collector costs).
5.7 Odda reserves the right to employ the services of a debt collector in the event that any Fees remain unpaid 7 days after they were due. We reserve the right to recover any costs associated with recovering this debt (including legal and debt collector costs).
5.8 Odda reserves the right to amend pricing if errors have been made.
5.9 Odda may from time to time incur reasonable expenses in connection with the provision of Services to you, and you acknowledge that you will be liable to reimburse Odda for those expenses. Odda will issue you with a Tax Invoice containing those expenses, and you will be required to pay for those expenses pursuant to the terms in these terms and conditions.

6. Representations and Warranties

6.1 You expressly agree that use of the Odda Service is at your sole risk. The Odda service is provided on an “as is” and “as available” basis. Odda expressly disclaims all warranties of any kind, express or implied, including without limitation, any warranty of merchantability, fitness for a particular purpose or non-infringement. Notwithstanding any other provisions of these Terms and Conditions, where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following:
  • If the breach relates to goods
  • The replacement of the goods or the supply of equivalent goods
  • The repair of such goods
  • The payment of the cost of replacing the goods or of acquiring equivalent goods or
  • The payment of the cost of having the goods repaired; and
  • If the breach relates to Services
  • The supplying of the Services again or
  • The payment of the cost of having the Services supplied again

7. Security

7.1 Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside Odda control and could result in a breach of security. You hereby expressly waive any claim against Odda arising out of the loss of data through corruption, piracy, breach of security or for any other reason.

8. Liability and Indemnification

8.1 To the maximum extent allowed by law, Odda and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services. Further, Odda will not have any liability for any losses arising because its Services are not operational or accessible.
8.2 You will at all times indemnify and hold harmless Odda and its officers, employees and agents (those indemnified) from and against any loss (including legal costs and expenses) or liability incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:
  • A breach by you of your obligations under the Agreement or these Terms;
  • Any misuses of the Services by you or any of your customers or third parties related to you;
  • Any wilful, unlawful, or negligent act or omission of you, or
  • Any infringement by you of any third party’s intellectual property rights
8.3 Each indemnity under these Terms is a continuing indemnity and will constitute a separate and independent obligation of you from your other obligations under these Terms.

9. Copyright

9.1 Copyright in the Odda website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorized by these Terms and Conditions, you may not in any form or by any means:
  • Adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website;
  • Commercialise any information, products or Services obtained from any part of this website without our written permission.

10. Use of Trademarks

10.1 You acknowledge that all intellectual property of Odda, such as trademarks, trade names, patents, registered designs and any other form of intellectual property rights derived from or produced by Odda in connection with the Services provided to you, irrespective of whether or not it has been registered, remains the property of Odda.
10.2 You indemnify and will at all times keep Odda indemnified against any action, claim suit or demand, including a claim, suit or demand for or liability to pay compensation damages and costs or expenses arising out of or in respect of any breach of any third party’s intellectual property rights.
10.3 You must immediately notify Odda of any claim, demand, threat or notice of proceedings against you, relating to any breach of intellectual property rights.
10.4 If you use any of our trademarks in reference to our activities, products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks:
  • In or as the whole or part of your own trademarks;
  • In connection with activities, products or Services which are not ours;
  • In a manner which may be confusing, misleading or deceptive;
  • In a manner that disparages us or our information, products or Services (including this website).

11. Privacy and Confidentiality

11.1 We will take all due care with any information which you may provide to us when accessing our Services. However, we do not warrant and cannot ensure the security of any information, which you may provide to us. Information you transmit to us is entirely at your own risk. We do not warrant or represent that the Website or the Services will not be subject to unauthorised access. Our compliance with privacy legislation is set out in our separate Privacy Policy (See odda.dev/privacy-policy).
11.2 These terms and details of and concerning your business arrangements, dealings and relationship with us are confidential and may not be disclosed, divulged or otherwise placed at the disposal of any other person who is not a party to these terms except:
  • As required by law;
  • With the mutual written consent of the parties to these terms (which consent may be withheld by either party in its absolute discretion).
11.3 Each party acknowledges to the other party that:
  • The other party may obtain injunctive relief against it for any breach by it of clause 11.2 above;
  • It will pay to the other party whatever damages, loss or expense which the other party may incur, whether directly or indirectly, as a result of such breach, including consequential loss.
11.4 The parties agree that the provisions of clause 11.2 and 11.3 above continue in full force and effect for a period of three (3) years after the termination of Services.

12. Dispute Resolution

If a dispute arises between us, the following procedure applies:
  • A party may give another party a notice of the dispute and the dispute must be dealt with in accordance with the procedure set out in this paragraph.
  • A party must not commence legal proceedings (except proceedings seeking urgent injunctive relief) in respect of a dispute unless the dispute has been referred for resolution in accordance with this paragraph.
  • A party must not oppose any application for a stay of any legal proceedings that may be issued in respect of a dispute pending the completion or termination of the procedure set out in this paragraph.
  • If a dispute is notified, the dispute must immediately be referred to the parties’ respective senior management. Those representatives must endeavour to resolve the dispute as soon as possible and in any event within 5 business Days (or such other period as is agreed).
  • Unless otherwise agreed by the parties, if any dispute cannot be settled by negotiation between the parties or their representatives the parties expressly agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation which are operating at the time the matter is referred to ACDC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are incorporated into these Terms. This paragraph survives termination of these Terms. f. Notwithstanding the existence of a dispute (including the referral of the dispute to mediation), each party must continue to perform its obligations under these Terms. g. The parties must hold confidential, unless otherwise required by law or at the direction of a court of competent jurisdiction, all information relating to the subject matter of the dispute that is disclosed during or for the purposes of dispute resolution. The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this procedure is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process for any purpose other than an attempt to settle the dispute between the parties.

13. General Provisions

13.1 Any amendment or modification of these terms will only be binding where it has been made in writing with the consent of Odda together with you.
13.2 These terms and the relationship between Odda shall be governed by the laws of New South Wales. Any action by either party hereto arising out of or in connection with this Agreement or the Services shall be brought in a court of competent jurisdiction located in the State of New South Wales.
13.3 Nothing in these terms gives rise to or is intended to give rise to a relationship between Odda of employee and employer, principal and agent or partnership.
13.4 These terms may not be amended, supplemented or modified orally, but only by an agreement in writing accepted by each of the parties hereto. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.
13.5 These terms may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. Any such purported transfer, assignment, pledge, or hypothecation (other than by operation of law) shall be void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
13.6 The headings contained in these terms are for purposes of convenience only and shall not affect the meaning or interpretation of these terms. The provisions of these terms shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted.
13.7 You acknowledge that Odda is acting in its capacity as an independent agency contracted to provide servicaes to you pursuant to these terms, and that the services are not being provided in any other capacity. You acknowledge that these terms does not create partnership or joint venture between you and Odda, and is exclusively a contract for the provision of Services by Odda to you.