Services are sold and supplied by Pickle Designs on the following General Terms and Conditions of business unless otherwise expressly agreed in writing between Pickle Designs and the Client.

1. Definitions

1.1       "Service Provider" means Pickle Designs Pty Ltd.
1.2       "Client" means the person or company to whom or to which this document is intended for.
1.3       "Services" means those services listed on the website, however is not limited to these.

2. General

2.1       These terms form part of any quotation or contract to which they are attached. The Services will be supplied subject to these terms.

2.2       If there is any inconsistency or variance between the provisions of any quotation by the Service Provider and these terms then the quote shall prevail. An acceptance by the Client that contains any provision inconsistent with or purporting to vary or reject any of these terms, shall not be binding on the supplier unless the Service Provider expressly agrees in writing to any variation.

2.3       If one or more clauses of these terms or any provisions included in any quotation or contract arising between the Service Provider and the Client is declared legally invalid the remainder of these terms and any such provision shall be in no way affected.

2.4       Unless otherwise agreed to in writing, email is an acceptable form of communication.

2.6       In order for the Service Provider to perform the Services, the Client authorises the Service Provider to have access to the Client's website files for the purpose of the Service Provider to provide the agreed services.

3. Quotation and offer to engage

3.1       The Service Provider's quotation is not to be constructed as an obligation to supply services to the Client but is rather an invitation to the Client to make an offer to engage the Service Provider to supply services subject to these terms. The Client can only accept these terms by:

            •           Clicking the “I accept these terms and conditions” hyperlink
The Service Provider reserves the right to make alterations to its quotation at any time before its acceptance of an offer from the Client.

3.2       Despite a quotation being provided a contract does not exist between the Service Provider and the Client until the Service Provider / Client confirms the agreement in writing.

3.3       The Service Provider's quotation relates only to such services as are specified therein.

3.4       Prices included in the Service Provider's quotation are based upon the services referred to in the quotation. Should the Client offer to engage the Service Provider to supply additional services which is at variance with the services referred to in the quotation the Service Provider reserves the right to amend the price quoted for such Goods.

3.5       Upon the Client making an offer to the Service Provider, the Client authorises the Service Provider to:

            i.          access all reasonable information required by the Service Provider to perform the Services;

            ii.         act as the customer's agent in the performance of the Services including but not limited to link exchanges and listing the Client's site in directories and other websites;

4. Suitability for Purpose

4.1       Unless the Service Provider has specifically been advised in writing by the Client, it has no knowledge of the use to which the Client proposes to put the services supplied by the Service Provider to the Client.

5. Time/Date for supply

5.1       Unless stated otherwise in these terms all dates or times quoted for completion or delivery shall be calculated from date of acceptance by the Service Provider of the Client's offer.

Quoted Time

5.2       The Service Provider will use reasonable endeavors to meet any delivery or completion date or period quoted but such date or time is a bona fide estimate only and is not to be construed as a fixed date or time unless specifically agreed to by the Service Provider in writing.

Extension of Time

5.3       Any contract period shall be extended in respect of any delay relating to either instructions given by, or lack of instructions from, the Client.

5.4       The Service Provider shall not be liable to the Client for any failure to meet any obligation under any contract arising between the Service Provider, and the Client to the extent that such failure is caused by or arises from:
i. Strikes, lockouts or other industrial disputes, shortages of labour or materials, delay in manufacturing by the Service Provider, its associates or suppliers, riot, civil commotion, fire, flood, earthquake, drought, loss or delay at sea or otherwise, breakdowns or war; or

6. Termination

6.1       This agreement may be terminated by the Service Provider if: (i) the Client is declared bankrupt or is insolvent (ii) the Client is in breach of this agreement and fails to rectify or remedy that breach with seven (7) days following notice given by the Service Provider; (iii) The Client fails to provide such information and assistance as may be required by the Service Provider or, fail to accept the Service Provider's advice.

6.2       If this agreement is terminated in accordance with clause 6.1, the Client will remain liable to the Service Provider for any outstanding fees or expenses

6.3       The Client may terminate this Contract in writing at any time upon fourteen (14) days written notice.  Upon termination, the Client must pay for all Services provided and expenses incurred up to and including the date of termination.

7. Prices  

7.1       Prices shall be set in accordance with the Service Provider's discretion and shall be either:
            i.          As stated in the tax invoice;
            ii.         As set out in the most recent quotation issued by the Service Provider to the Client;

8. Payment  

8.1       Unless otherwise agreed in writing by the Service Provider and the Client, payment shall be due as follows:

            i.          fees are payable within seven (7) days of receipt by Client of the Service Provider's written invoices or upon completion of the work undertaken by the Service Provider, which ever occurs first;
The Client is not entitled to withhold payment or make any deduction form the contract price in respect of any set-off or counter claim.

8.2       If services, the subject of any contract between the Service Provider and the Client are in whole or in part completed ready for delivery and if delivery of such work is delayed by reasons of instructions given, or lack of instructions by the Client, then full payment of that part of the contract price outstanding shall be due and payable fourteen (14) days after notification by the Service Provider to the Client that such services are completed are ready for delivery.
Delay or Default in Payment

8.3       Should the Client make default in respect of any payment due to the Service Provider then the Service Provider shall have the right, in addition to all other rights to which it is entitled at law:

            i.          to charge interest on the overdue amount at two percent (2%) above the rate charged to the Service Provider by its major banker for overdraft accommodation and calculated from the due date of payment to the actual date of full and final payment. Any payment subsequently made by the Client to the Service Provider shall be credited first against any interest so accrued.

            ii.         to withhold any data/files.

            iii.        to cancel services

8.4       Should the Client make default in respect of any payment due to the Service Provider then the Service Provider shall have the right to recover any legal costs on an indemnity basis incurred by the Service Provider in recovering the overdue amount.

9. Limitation of liability

9.1       Subject to the terms of this agreement, the Service Provider shall not in performing the Services under this agreement be liable for any loss, damage or consequential loss or damage suffered by the Client.

10. Confidentiality

10.1     A party will not, without the prior written approval of the other party, disclose the other party's confidential information.

10.2     Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's confidential information.

10.3     Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

This clause will survive the termination of this agreement

11. Intellectual Property

11.1     The Client acknowledges that all right, title and interest in:

            i.          technology, including software       
  
ii.         documentation and material used in supplying the service   

iii.        trademarks, methods or material subject to copyright
(collectively "the Service Provider's intellectual property) is vested in the Service Provider

11.2     Unless otherwise specifically provided in this agreement, the Client agrees that it has no right, title, claims or interest in or to the Service Provider's "intellectual property".

11.3     The Client may not copy, modify or translate any of the Service Providers intellectual property or use it other than in connection with the services, or grant any other person or entity the right to do so.

11.4     Unless otherwise specifically permitted by this agreement, the Client is not authorised to distribute or to authorise others to distribute any of the Service Provider's intellectual property in any manner without the prior written consent of the Service Provider.

12. GST

12.1     If the Service Provider becomes liable to pay GST, the Service Provider will notify the Client of the amount of GST to be paid and will provide the Client with the appropriate invoice including a reference to the applicable amount of GST. The Client shall pay that invoice pursuant to the terms and conditions of this agreement.

13. Legal Construction

13.1     The Service Provider is authorised to vary these terms at any time by publishing any amendments on the Service Provider's website.