TERMS & CONDITIONS
Seller Central Setup Pty Ltd ACN: 63574026
SERVICES TERMS AND CONDITIONS
INTRODUCTION: Seller Central Setup (“Seller Central Setup”) a Limited Liability company, agrees to provide you (the “Client”) with Information Technology (IT) Services (defined in section 5 below), subject to the Client’s compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read the Terms and Conditions carefully.As a Client engaging Seller Central Setup for its IT, Client agrees to be bound by these Terms and Conditions, both for current and for any additional services for which it may contract with Seller Central Setup , including all payment terms (collectively, the “Agreement”).By “Client,” as we use that term herein, we mean you whether you are using the IT Services yourself, or whether you are securing the IT services as agent for the actual Client. In the latter case, you represent that you have authority to legally bind the Client you are representing, and both you and the Client you are representing are jointly and severally bound as if you each separately consented to this Agreement.
1. ACCEPTANCE OF THESE TERMS AND CONDITIONS: By accepting work with Seller Central Setup , the Client accepts these terms and conditions as provided on the website and on any written quotations.The Client acknowledges that, in the event the Client has been referred to the IT Services by or through an Agency partnership promotion, such as the Google partner programme, then certain of these terms and conditions as indicated herein shall extend to and for the benefit of Seller Central Setup’s promotional partner (hereafter “Promotional Partner”). In such event, Promotional Partner shall be considered a third-party beneficiary of the obligations of the Client under these Terms and Conditions. Notwithstanding the foregoing, Seller Central Setup makes no representations or warranties herein on behalf of any Promotional Partner.
2. Seller Central Setup productions assumes the Client has full copyright or written copyright permission for all material submitted for reproduction. Seller Central Setup productions accept no responsibility for damages or actions arising from the illegal use of material covered by copyright. The Client is responsible for all wording and images used in their listings, advertisements and websites.
3.Hourly IT Support will be provided on a fee-per-30 mins basis with no guarantee that an issue will be resoled in this given timeframe. The fee is incurred by spending the allocated time looking at as issue. If a fixed based quote is required to resolve a specific issue this can be requested by the Client.
4. If a booking and payment is made and the Client doesn’t make attend the session, the fee will be payable and not refunded unless contact has been made more than 1 hour prior to reschedule.
5. Where the job involves working with an existing Amazon listing, or an old/existing site that, although Seller Central Setup will do our best to minimise problems/disruption with those old sites or listings, we do not accept any liability or responsibility whatsoever for any problems occurring with modification to these listings or sites.
7. DESCRIPTION OF THE IT SERVICES: IT Services are the assistance with, creation of and/or modifications to any Amazon business account, Amazon listings, advertisements, associated websites and other IT related products and/or services by which Seller Central Setup will aid the Clients e-Commerce business (the “IT Services”).
8. PAYMENT: Payment is to be made up front for any IT Services provided.All fees must be paid in Australian Dollars (AUD). Client is solely responsible for any applicable taxes and duties.
9. Client’s SITE: Unless the Client’s website (or part there of) is designed and provided by Seller Central Setup as a part of its IT Services, the Client hereby acknowledges that neither Seller Central Setup nor its Promotional Partner (if applicable) is responsible for the development, maintenance, and operation of the Client website(s), nor for any content or other materials that appear on, and all visitors to, the Client website(s), nor is the Agency or its Promotional Partner responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on the Client’s website(s). Client further warrants that it will not add to or place upon its site Seller Central Setup’s or Promotional Partner owned or licensed content, including but not limited to any Seller Central Setup search listings, except pursuant to a separate signed affiliate agreement with Seller Central Setup.
10. Client REPRESENTATIONS AND WARRANTIES: Client represents and warrants to Seller Central Setup, and to its Promotional Partner if applicable, that for and continuing throughout the term of this Agreement:
• The Client is responsible for its own responsiveness to communications and inquiries from Seller Central Setup and acknowledges that any lack of responsiveness could materially impact the effectiveness of the IT Services;
• Information or data that the Client (including its agents or representatives) has provided or will provide for IT Services is and will be both accurate and complete to the best of Client’s knowledge;
• Client is the authorised owner or representative of the website(s) and Amazon accounts for which IT Services will be performed unless the website to be promoted by the IT Services is designed and provided by Seller Central Setup.
11. Client COVENANTS: Client further agrees to perform as follows:Client will not hold Seller Central Setup or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Client’s website(s) through IT Services.
12. Client INDEMNIFICATION OBLIGATIONS: Client agrees to indemnify, defend, and hold harmless the Agency, its distribution partners including Promotional Partner if applicable, their respective licensors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false IT, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with IT Services performed on behalf of Client, Client’s client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein.This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Client at Client’s expense.An Indemnified Party shall have sole discretion to accept or reject the law firm Client chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Client may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party.An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, the Agency shall have the right to set off any liability of Client to the Agency with respect to a Claim against any amounts held on deposit with the Agency by Client.
13. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: the Client acknowledges and agrees that it will not hold Seller Central Setup, or Promotional Partner if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which products are published for whatever reason. The Client further acknowledges and agrees that errors or mistakes in the performance of the IT Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Client. Client will give Seller Central Setup timely notice and allow Seller Central Setup a reasonable opportunity thereafter to cure any identified errors or omissions. Seller Central Setup makes no representations or warranties relating to the results of IT Services, including without limitation, the number of sales, click-throughs, or leads and any promotional effect or return on investment thereof.In no event shall Seller Central Setup, or Promotional Partner if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
14. CHOICE OF LAW; This Agreement shall be construed in accordance with the laws of Australia, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Sydney, New South Wales.
15. LEGAL FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its legal fees reimbursed from the non-prevailing party.Copyright © Seller Central Setup Pty Ltd 2019. All Rights Reserved.