These Terms & Conditions (“Agreement”) are between FortyFour Projects Pty Ltd (ABN 85 203 013 363) (“FortyFour Projects”) and you for the provision of certain Services described below. You acknowledge that you have read, understood and agreed to these Terms & Conditions, and agree to be bound by them.
FortyFour Projects is only willing to supply Services on these Terms & Conditions.
2.1 The Agreement is structured so that individual Terms & Conditions relevant to each Service are further governed by and subject to this Master Services Terms & Conditions. 2.2 The Master Services Terms & Conditions takes precedence over Service List and the Terms & Conditions relevant to each Service. If there is any inconsistency between the provisions of the Master Services Terms & Conditions and the Terms & Conditions relevant to each Service, this Master Services Terms & Conditions will prevail to the extent of any inconsistency.
3. Services and the Service List
3.1 The Service List below sets out Services offered by FortyFour Projects and the terms & Conditions relevant. 3.2 When you agree to this Agreement you also agree to be bound by the Terms & Conditions.
5. Term This Agreement commences on the date FortyFour Projects confirms to you that Service has been activated or such other date as agreed by us in writing (“Commencement Date”) and continues until terminated in accordance with the terms contained herein.
6.1 The Charges payable for each Service or Project, whether recurring or not, are set out in your Subscription or Proposal document. The Charges shall be payable in Australian dollars within 7 days of the date of the invoice or on such other payment terms set out therein and must be made by one of the methods outlined in the invoices provided by FortyFour Projects. All deposits or advanced payments are non-refundable. 6.2 You remain committed to pay us for all Charges for Services for their full invoicing periods or project (as selected in your Subscription or Proposal document), irrespective of whether: (a) this Agreement (or any Terms & Conditions) have been suspended or terminated during such invoicing period, or (b) such Services have been changed or cancelled during such invoicing period. 6.3 Unless otherwise stated, all Charges and other amounts payable are exclusive of GST. 6.4 FortyFour Projects may set off any amounts due and payable under this Agreement against amounts that may be payable by FortyFour Projects to you. 6.5 FortyFour Projects reserves right to charge interest on overdue amounts at annual rate of 2% over Reserve Bank of Australia base rate ruling on due date. 6.6 Invoices may only be disputed by you by providing FortyFour Projects with written details of the dispute within seven (7) days of the date of the invoice, failing which the invoice shall be deemed to have been accepted by you. You shall remain liable to make payment of any undisputed portions of an invoice.
8.1 Services shall be provided without any guarantees, conditions or warranties as to its accuracy, completeness, reliability, suitability or currency of Services and they are provided on an “as is where is” basis. FortyFour Projects does not warrant that the Services will be uninterrupted or error free, will meet your requirements, nor will they be free from external intruders (hackers), unauthorised virus or worm dissemination. Any timeframes are provided as a guide or estimate only. 8.2 To extent permitted by law, FortyFour Projects, its directors and employees hereby expressly exclude: (a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or equity; and (b) any liability for any direct, indirect or consequential loss or damage incurred by you or any end user in connection with Services, or use of Services, including, without limitation any liability for loss of income or revenue; loss or interruption of business; loss of profits; loss of anticipated savings; loss of data; loss of goodwill; wasted management; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. 8.3 This does not affect liability of FortyFour Projects which cannot be excluded or limited at law. Without limiting foregoing, parties acknowledge that laws in certain jurisdictions may imply warranties and conditions which cannot be excluded, restricted or modified except to a limited extent. If any such laws apply, then to extent permitted by law of relevant jurisdiction, FortyFour Projects’s liability is limited to any one or more of the following in its sole discretion: (a) in case of any goods, replacement or repair of goods, or supply of equivalent goods, or payment of cost of repairing or replacing goods or supplying equivalent goods; and (b) in case of any services, supply of services again or payment of cost of having services supplied again. 8.4 Without limiting foregoing, you agree that in no event shall FortyFour Project’s maximum aggregate liability exceed AUD$1,000.00. 8.5 You shall indemnify FortyFour Projects, its directors, employees and representatives from and against all actions, claims, suits, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to provision of materials by you, use of Services by you or anyone else, or otherwise arising as a result of this Agreement. 8.6 You shall provide graphic, materials, images that you have the rights to use. You shall indemnify FortyFour Projects, its directors, employees and representatives from and against all actions, claims, suits, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to provision of materials by you, use of Services by you or anyone else, or otherwise arising as a result of this Agreement. 8.7 You shall have your exhibition stands, project components, graphics, banners insured for transport with marine insurance which covers the loss or damage of ships, cargo, terminals, and any transport by which the property is transferred, acquired, or held between the points of origin and the final destination. 8.8 You shall have your exhibition stands, project components, graphics, banners insured for storage either in your facility or a nominated facility provided by FortyFour Projects. 8.9 You shall indemnify FortyFour Projects, its directors, employees and representatives from and against all actions, claims, suits, damages, liabilities or costs (including legal costs) arising from, or directly or indirectly related to transportation and storage of materials, exhibition stands, banners, graphics by you or anyone else, or otherwise arising as a result of this Agreement.
9.1 All notices given by FortyFour Projects may be given by email to email address notified by you to FortyFour Projects as part of your registration process. It is your obligation to keep that email address current and correct. You agree and acknowledge that the record of FortyFour Projects having sent a notice to you by email is, of itself, conclusive proof of receipt. 9.2 Notices given by you must be delivered to FortyFour Projects in writing and addressed to: FortyFour Projects Pty Ltd, 467 Ballina Road Goonellabah NSW 2480 Australia.
10. Force Majeure
10.1 FortyFour Projects shall not be responsible for any delay, suspension or failure arising out of any circumstances outside of its reasonable control, including but not limited to, acts of God, governmental actions, pandemics, labour difficulty, war or national emergency, terrorism, fire, explosion, flood, an act or omission of a third party, inability to obtain any materials, equipment, facilities or services, failure of performance provided by others, internet interruption or virus, breakdown software, hardware or communication network. 10.2 You remain committed to pay us for all Charges for Services for their full invoicing periods or projects (as selected in your Subscription or Proposal document), irrespective of whether of a forced Majeure has occurred.
You shall not, during duration of this Agreement, and for a period of one (1) year thereafter, hire, engage, solicit, employ or contract the services of any of the employees or contractors of FortyFour Projects or others involved in the provision of Services.
12. Intellectual Property & Confidentiality
12.1 FortyFour Projects retains copyright and all other intellectual property rights in: (a) all programming modules, code, computer programmes, material, tools, drawings, documents, presentations, specifications, data, designs, know-how and anything else generated, whether as improvements or otherwise, in course of providing (directly or indirectly) the Services; and (b) all intellectual property rights existing prior to the commencement of such Services (“FortyFour Projects IP”). Unless agreed otherwise in writing, FortyFour Projects shall be entitled to claim authorship for any work which it is responsible. 12.2 FortyFour Projects licenses to you the right to access the FortyFour Projects IP on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of the relevant Services for the duration of the Agreement. 12.3 You acknowledge that Services may include individual third party software or third party intellectual property rights (including, with limitation, content management system and open source software) (“Third Party IP”) and the licence in clause 12.2 and your rights to use Services is without prejudice to the Third Party IP. Any rights you may have to access Third Party IP shall be limited to extent of FortyFour Projects’s right to access same and its ability to pass on such rights to you. 12.4 In relation to licence (clause 12.2) and right to access (clause 12.3): (a) they will both automatically terminate if Agreement, or Terms & Conditions relevant to a Service, comes to an end; and (b) they do not include right to replicate, commercialise, adapt, modify, reverse engineer, decompile or disassemble wholly or partly 12.5 In relation to any data, content, information or material provided by you to us, you warrant that same will not infringe the rights of any third party nor contravene any law or industry code. 12.6 Save as required by law, you shall not disclose any confidential information relating to FortyFour Projects or its affiliates which you obtain during or arising out of this Agreement, to anyone (except your employees on an as need basis). You shall procure that anyone else receiving benefit of Services, whether your employees or otherwise, comply with terms of this clause as if they were a party to this Agreement.
13. Modern Slavery Policy
Purpose of the policy - This policy affirms our commitment to contribute to ending all forms of modern slavery and outlines our approach to reducing the risk of modern slavery practices within our supply chains and operations. It is consistent with our Ethical Framework, that expects a culture of high ethical standards, including compliance with applicable laws, contractual and other obligations. It is also consistent with the Fundamental Principles and broader Movement policies. As a result, this Modern Slavery Policy is part of the Ethical Framework. This Policy also supports the intent of international conventions, treaties and protocols relevant to combatting modern slavery and the Modern Slavery Act (Cth) 20181 .
What is modern slavery - Modern slavery is defined by the Modern Slavery Act (Cth) 20184 to include eight types of serious exploitation and which can be understood as:
trafficking in persons, which is the recruitment, harbouring and movement of a person for the purposes of exploitation through modern slavery. Exploitation also includes the prostitution of others or other forms of sexual exploitation, forced labour or services, slavery or practices similar to slavery, servitude or the removal of organs;
slavery, which is where the offender exercises powers of ownership over the victim; servitude which is where the victim’s personal freedom is significantly restricted and they are not free to stop working or leave their place of work;
forced labour, which is where the victim is either not free to stop working or not free to leave their place of work;
forced marriage, which is where coercion, threats or deception are used to make a victim marry or where the victim does not understand or is incapable of understanding the nature and effect of the marriage ceremony;
debt bondage, which is where the victim’s services are pledged as security for a debt and the debt is manifestly excessive or the victim’s services are not applied to liquidate the debt, or the length and nature of the services are not limited and defined;
the worst forms of child labour, which involves situations where children are: exploited through slavery or similar practices, including for sexual exploitation; or engaged in hazardous work which may harm their health or safety, or used to produce or traffic drugs; and
deceptive recruiting for labour or services which is where the victim is deceived about whether they will be exploited through a type of modern slavery.
It can also extend to: entering into a commercial transaction involving a slave; exercising control or direction over, or providing finance for, any commercial transaction involving a slave or act of slave trading; conducting a business involving servitude or forced labour (including exercising control over the business or providing finance to it)
Approach to limiting the risk of modern slavery practices FortyFour Projects will work proactively to reduce modern slavery within our suppliers and operations and we expect all organisations we engage with to do the same.
13.1 Supply Chain FortyFour Projects Supplier Code of Conduct - We expect all existing and new Suppliers to comply with the principles set out Modern Slavery Act (Cth) 20184. Fundamental to all Suppliers their is an expectation that all Suppliers operate in full compliance with the laws and regulations in the jurisdiction where the goods are sourced, procured or services are performed. Suppliers must use best endeavours to ensure that there is no modern slavery in their supply chains and operations. In the event Suppliers identify any occurrence of, or material risk of modern slavery in their supply chains or operations they are to take practical and effective steps to address that occurrence or risk. Suppliers must notify FortyFour Projects as soon as practicable of any occurrence of, or material risk of modern slavery they have identified and notify relevant authorities where appropriate. Our Supplier obligations include compliance with Australian modern slavery laws and those foreign modern slavery laws that apply in the location(s) in which they operate. Supply chain mapping and risk assessment. We encourage our suppliers to provide their Corporate Social Responsibility policy which contains answers relevant to modern slavery. We will actively and progressively improve our understanding and oversight of all tiers of our supply chains.
13.2 Reporting unethical or unlawful conduct A key part of supporting ethical standards is enabling FortyFour Projects and Other People (including Suppliers and Partners) to feel free and safe to speak up when there are reasonable grounds to suspect that FortyFour Projects or their People are not acting ethically or in accordance with laws and obligations. Concerns about compliance or ethical issues or illegal or unethical activities are to be reported FortyFour Projects immediately via email or phone.
13.3 Responding to concerns of modern slavery practices The often hidden nature of modern slavery practices means it can be difficult to identify and can be difficult for people to report. It is important to respond in a way that is safe, ethical and respects the dignity and rights of the person at risk or affected by modern slavery practices. In Australia, the Australian Federal Police is responsible for investigating suspected cases of modern slavery and can be contacted on 131 237 to discuss or report a suspected case. Contact can be made anonymously. In an emergency and if someone is in immediate danger, please call Triple Zero (000) for police assistance.
14. Entire Agreement This Agreement, and the documents referred to herein, contains the entire understanding between the parties as to its subject matter and supersedes and excludes all prior and other discussions, specifications, representations and arrangements relating to Services including, but not limited to, those relating to performance or results that ought be expected from using Services. Any representations (oral or written) given by, or on behalf of, FortyFour Projects shall not be relied upon. Notwithstanding, you shall also be bound by any policies or guidelines of FortyFour Projects.
15. Governing Law This Agreement (and each Terms & Conditions relevant to a Service) and any dispute or claim arising out of or in connection with same shall be governed by and construed in accordance with the laws of Sydney, Australia and parties submit to the exclusive jurisdiction of that State.